HomeMy Public PortalAboutSeries 1995 1997 Extension of $7,200,000.tif1997 Extension
of
$7,200,000
VILLAGE OF KEY BISCAYNE, FLORIDA
Stormwater Utility Revenue Bond Anticipation Notes, Series 1995
APRIL 1, 1997
MIA:50524:1
April 1, 1997
1997 Extension
of
$7,200,000
VILLAGE OF KEY BISCAYNE, FLORIDA
Stormwater Utility Revenue Bond Anticipation Notes, Series 1995
CLOSING INDEX
1. Certified copy of Ordinance No. 97-9 amending Ordinance No. 95-3, together with a copy
of Ordinance No. 95-3.
2. Certified copy of Resolution No. 97-11 amending Resolution No. 95-11, together with a
copy of Resolution No. 95-11.
3. Specimen of Amended Note dated April 1, 1997.
4. Cancelled Note dated April 17, 1995.
5. Copy of letter from Bank disclosing the information required by Section 218.385, Florida
Statutes.
6. Copy of notice of impending sale to the Division of Bond Finance required by Section
218.38, Florida Statutes.
7. Incumbency Certificate.
8. Bring -Down Certificate of the Village.
9. Certificate of Village as to Computation of Interest Rate in compliance with Section
215.84(3), Florida Statutes.
10. Arbitrage Certificate.
11. I.R.S. Form 8038-G.
12. Opinion of Ruden, McClosky, Smith, Schuster & Russell, P.A.
13. Opinion of Weiss Serota & Hellman, P.A., Village Attorney.
14. Division of Bond Finance Form 2003/2004.
MIA:50524:1
CERTIFICATION
I, Conchita H. Alvarez, Village Clerk of the Village of Key Biscayne, Florida, do hereby
certify that the attached is a true and correct copy of:
Ordinance No. 97-9 (Adopted by the Village Council on March 11, 1997)
IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key
Biscayne, Florida, this 1st day of April, 1997.
Conchita H. Alvarez, Village Clerk
Village of Key Biscayne, Florida
MIA:52177.1
ORDINANCE NO. 97-9
AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA, AUTHORIZING THE EXTENSION OF THE
MATURITY DATE OF ITS STORMWATER UTILITY REVENUE
BOND ANTICIPATION NOTES, SERIES 1995; AMENDING
ORDINANCE NO. 95-3, TO CLARIFY THAT THE MATURITY
DATE LIMITATIONS ON THE BOND ANTICIPATION NOTES
ISSUED PURSUANT THERETO DO NOT APPLY TO ANY
EXTENSIONS OR RENEWALS; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, on March 28, 1995, the Village Council (the "Council") of the Village of Key
Biscayne, Florida (the "Village") adopted Ordinance No. 95-3 (the "Ordinance") authorizing the
issuance of $7,200,000 Village of Key Biscayne, Florida, Stormwater Utility Revenue Bond
Anticipation Notes, Series 1995 (the "Notes"), and on April 11, 1995, the Council adopted
Resolution No. 95-11 setting forth the details of the Notes (the "Note Resolution"); and
WHEREAS, on April 17, 1995, the Village issued the Notes, and the Notes were purchased
by Key Biscayne Bank and Trust Company, now known as SunTrust Bank, Miami, N.A., and First
Union National Bank of Florida (collectively, the "Bank"); and
WHEREAS, the Notes mature on April 1, 1997 and the Bank, as the sole holder of the Notes,
has agreed to extend the term of the Notes an additional 364 days at an interest rate equal to seventy-
eight percent (78%) or less of the one year U.S. Treasury Note rate as of the redelivery date of the
amended Notes; and
WHEREAS, the Ordinance states that the Notes shall mature not later than three (3) years
from their date of issuance, and the Council desires to clarify that such maturity limitation not be
deemed to apply to any extensions or renewals of the Notes; and
WHEREAS, the Council hereby determines it to be in the best interests of the Village to
extend the term of the Notes, and in furtherance thereof, to amend the Ordinance to clarify that
extending the original maturity of the Notes for more than one year will not conflict with the
Ordinance;
NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA:
SECTION 1. AUTHORIZATION TO EXTEND NOTES. The Council hereby
determines it to be in the best interests of the Village to extend the term of the Notes an additional
364 days. The details of such extension shall be determined by this Council by supplemental
resolution (which may be an amendment to the Note Resolution).
SECTION 2. AMENDMENT OF ORDINANCE. In order to clarify that the three (3) year
limitation on the maturity of the Notes was not intended to apply to any renewals or extensions of
the Notes, there is hereby added to the end of Section 1 of the Ordinance the following:
MIA.49507:1
The three (3) year limitation on the maturity date of the Notes referenced in
the preceding paragraph shall apply only to the term of the Notes as originally issued.
Any renewals or extensions of the Notes may be for a term not in excess of that
authorized under Florida law and as otherwise determined by the Council by
supplemental resolution.
SECTION 3. OTHER TERMS. All provisions of the Ordinance, other than those
specifically amended hereby, shall remain the same.
SECTION 4. AUTHORITY OF OFFICERS. The Mayor, the Vice Mayor, the Village
Manager, the Village Clerk, the Finance Director and any other proper official of the Village, are and
each of them is hereby authorized and directed to execute and deliver any and all documents and
instruments (including amended forms of Notes) and to do and cause to be done any and all acts and
things necessary or proper for carrying out the actions contemplated by this Resolution.
SECTION 5. EFFECTIVE DATE. This Ordinance will become effective immediately
upon adoption on second reading.
PASSED AND ADOPTED on first reading this 25th day of February, 1997.
PASSED AND ADOPTED on second reading this 1 lth day of March, 1997.
MAYOR JOHN F. FESTA
CONCHITA H. ALVAREZ, VILLAGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
RICHARD J. WEISS,
VILLAGE ATTORNEY
MIA.49507:1
2
CERTIFICATION
I, Conchita H. Alvarez, Village Clerk of the Village of Key Biscayne, Florida, do hereby
certify that the attached is a true and correct copy of:
Resolution No. 97-11 (Adopted by the Village Council on March 11, 1997)
IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key
Biscayne, Florida, this 1st day of April, 1997.
C onchita H. Alvarez, Village Clerk
Village of Key Biscayne, Florida
MIA.52179.1
RESOLUTION NO. 97-11
A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA, AMENDING RESOLUTION NO. 95-11, TO EXTEND
THE MATURITY DATE AND CHANGE THE INTEREST RATE
ON THE BOND ANTICIPATION NOTES ISSUED PURSUANT
THERETO; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on March 28, 1995, the Village Council (the "Council") of the Village of Key
Biscayne, Florida (the "Village") adopted Ordinance No. 95-3 authorizing the issuance of
$7,200,000 Village of Key Biscayne, Florida, Stormwater Utility Revenue Bond Anticipation Notes,
Series 1995 (the "Notes"), and on April 11, 1995, the Council adopted Resolution No. 95-11 setting
forth the details of the Notes (the "Note Resolution"); and
WHEREAS, on April 17, 1995, the Village issued the Notes, and the Notes were purchased
by Key Biscayne Bank and Trust Company, now known as SunTrust Bank, Miami, N.A., and First
Union National Bank of Florida (collectively, the "Bank"); and
WHEREAS, the Notes mature on April 1, 1997 and the Bank, as the sole holder of the Notes,
has agreed to extend the term of the Notes an additional 364 days at an interest rate equal to seventy-
eight percent (78%) or less of the one year U.S. Treasury Note rate as of the Redelivery Date
(defined below); and
WHEREAS, pursuant to an Ordinance passed and adopted on March 11, 1997, the Council
has authorized the extension of the term of the Notes; and
WHEREAS, the Council hereby determines it to be in the best interests of the Village to
amend the Note Resolution and the Notes to extend the term of the Notes an additional 364 days and
change the interest rate as above indicated;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA:
SECTION 1. AMENDMENT OF RESOLUTION. The Note Resolution is hereby
amended as follows:
(a) The second sentence of the second (2nd) paragraph of Section 2 of the Note
Resolution is hereby amended to read as follows:
The Notes shall mature on the date which is 364 days following the date on
which the Notes are redelivered to the Bank pursuant to this amending Resolution
(such date of redelivery being hereafter referred to as the "Redelivery Date").
(b) There is hereby added immediately following the end of the third (3rd)
paragraph of Section 2 of the Note Resolution, the following:
Notwithstanding the foregoing, from and after the Redelivery Date, the
interest rate on the Notes shall be a per annum rate equal to seventy-eight percent
MIA:49464:1
(78%) or less of the one year U.S. Treasury Note rate as of the Redelivery Date. The
actual numerical rate determined on the Redelivery Date shall be set forth in the
amended Note.
(c) The corresponding provisions to those set forth in (a) and (b), which appear
in the Note form in Section 6 of the Resolution, are amended in the same manner.
SECTION 2. AMENDMENT OF NOTES. The Notes shall be amended to correspond with
the changes made in Section 1.
SECTION 3. OTHER TERMS. All provisions of the Note Resolution and the Notes.
other than those specifically amended hereby, shall remain the same.
SECTION 4. AUTHORITY OF OFFICERS. The Mayor, the Vice Mayor, the Village
Manager, the Village Clerk, the Finance Director and any other proper official of the Village, are and
each of them is hereby authorized and directed to execute and deliver any and all documents and
instruments (including amended forms of Notes) and to do and cause to be done any and all acts and
things necessary or proper for carrying out the actions contemplated by this Resolution.
SECTION 5. EFFECTIVE DATE. The provisions of this Resolution shall take effect upon
delivery of the amended Notes to the Bank and acceptance thereof by the Bank.
PASSED AND ADOPTED this 1 lth day of March, 1997.
MAYOR JOHN F. FESTA
Attest:
CONCHITA H. ALVAREZ, VILLAGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
RICHA'ZD J. WEISS,
VILLAGE ATTORNEY
MIA 49464:1
2
No. R-2 $7,200,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE
STORMWATER UTILITY REVENUE BOND ANTICIPATION NOTE
SERIES 1995
Registered Owner: SunTrust Bank, Miami, National Associationu i+'r
Principal Amount: Seven Million Two Hundred Thousand Dolls
KNOW ALL MEN BY THESE PRESENTS dire V�rlll ,e ofiKey Biscayne, Florida (the
"Village"), for value received, hereby promises tq �`tp the R ash Owner shown above, 4r
registered assigns, on March 31,1998, from hogr s berena*r Meitioned, the Principal Amot*it
specified above. Subject to the rights iiot•lkepyment espitted in this Note, this Note shill
mature on March 31, 1998.
v 'y
This Note is issu Y�o full compliance with the Constitution and laws
of the State of Flori g\ u1Arl P II of Chapter 1fi64•FloridaStatutes, as amended,
the Charter of the ,Ordjtane`N6)o. -3 duly adopted by Village Council of the Village on
March 28, 1995, as ended by,Qrdihalice No. 97-9 duly adopted on March 11, 1997 (collectively,
the "Ordinance") ands u o. 95-11 duly adopted by the Village Council of the Village on
April 11, 1995, as ame esolution No. 97-11 duly adopted on March 11, 1997 (collectively,
the "Resolution", and co ectively with the Ordinance, the "Note Ordinance"), and is subject to the
terms of said Note Ordinance. This Note is issued for the purpose of expanding and improving the
Stormwater Utility System within the Village and paying costs of issuance of the Notes. This Note
shall be payable only from the sources identified herein and from proceeds of revenue bonds in
anticipation of which this Note is being issued (when, as and if such bonds are issued). The Village
intends to issue stormwater utility revenue bonds at or prior to the cute of maturity of this Note, and
the issuance of such bonds has been authorized by the Village; such authorization, however, does
not obligate the Village to issue such bonds or to issue bonds in any specific amount.
Subject to adjustment as provided below, this Note shall bear interest on the outstanding
principal balance from its date of issuance payable semi-annually on the first day of each April and
October, and on the maturity date (the "Interest Payment Dates"), commencing October 1, 1995, at
an interest rate equal to 4.89% per annum.
Notwithstanding the foregoing, from and after April 1, 1997 (the "Redelivery Date"), the
interest rate on this Note shall be 4.52% per annum.
MIA:50642:1
Interest on this Note shall be computed on the basis of a 360 -day year consisting of twelve
(12) thirty -day months.
Adjustment of Interest Rate for Full Taxability. In the event a Determination of Taxability
shall have occurred, the rate of interest on the Notes shall be increased to a rate (the "Taxable Rate")
equal to the product obtained by multiplying the then current rate of interest on the Notes by 1.5,
effective retroactively to the date on which the interest payable on the Notes is includable for federal
income tax purposes in the gross income of the Owners thereof. A "Determination of Taxability"
shall mean (i) 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 Notes is includable
for federal income tax purposes in the gross income of the Owners thereof, which notice or
notification is not disputed by either the Village or any Owners of the Notes, or (ii) a determination
by a court of competent jurisdiction that the interest payable on the Notes 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 the Notes is includable for federal
income tax purposes in the gross income of the Owners thereof.
Adjustment of Interest Rate for Partial Taxability. In the event that interest on the Notes
during any period becomes partially taxable because of any change in the tax laws or regulatiogs,
then the interest rate on the Notes shall be increased during such period by an amount equal to: (A
- B) x C where:
(a) A equals the Taxable Rate (expressed as a percentage);
(b) B equals the interest rate on the Notes (expressed as a percentage); and
(c) C equals the fraction of the interest rate on the Notes which has become
taxable as the result of such tax change (expressed as a decimal).
Adjustment of Interest Rate for Change in Maximum Corporate Tax Rate. In the event that
the maximum effective federal corporate tax rate (the "Maximum Corporate Tax Rate") during any
period with respect to which interest shall be accruing on the Notes, shall be other than thirty-five
percent (35%), the interest rate on the Notes shall be adjusted to the product obtained by multiplying
the interest rate then in effect on the Notes 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.
Adjustment of Interest Rate for Other Changes Affecting After -Tax Yield. So long as any
portion of the principal amount of the Notes 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 Notes or causes a reduction in yield on the
Notes (other than by reason of a change described above) to the Owners or any former Owners of
the Notes, 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 Notes (other than by reason of a change described above or by reason of any action
or failure to act on the part of any Owner or any former Owner of the Notes) by reason of the
MIA:50642:1
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ownership of the Notes, 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.
The principal of and interest on this Note are payable in lawful money of the United States
of America by wire transfer or by certified check delivered on or prior to the date due to the
registered Owner or his legal representative at the address of the Owner as it appears on the
registration books of the Village.
The Village has covenanted and agreed in the Note Ordinance to appropriate in its annual
budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each
fiscal year, amounts sufficient to pay the principal and interest due on the Notes 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 which are
legally available to make the payments required under the Note Ordinance, other than Public Service
Taxes authorized by Part III, Chapter 166, Florida Statutes, and received by the Village pursuant to
Section 804 of the Charter of the Village; but only after provision has been made by the Village for
the payment of all essential or legally mandated services. 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 Noteholders 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 in the Note Ordinance 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 Note Ordinance, subject, however, in all respects
to the terms of theNote Ordinance and the restrictions of Section 166.241(3), Florida Statutes, which
provides, in pint; 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.
THIS NOTE 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 LEGALLY AVAILABLE NON -AD VALOREM
REVENUES OF THE VILLAGE, AND FROM THE PROCEEDS OF REVENUE BONDS IN
MIA: 50642 :1
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ANTICIPATION OF WHICH THIS NOTE IS BEING ISSUED (WHEN, AS AND IF SUCH
BONDS ARE ISSUED). THE ISSUANCE OF THIS NOTE SHALL NOT DIRECTLY OR
INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO PLEDGE
ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THIS NOTE
CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON
ANY PROPERTY OF THE VILLAGE, AND THE HOLDER OF THIS NOTE SHALL HAVE NO
RECOURSE TO THE POWER OF TAXATION.
The Notes are subject to optional prepayment in whole or in part at any time, at a prepayment
price equal to par, plus accrued interest thereon to the date of prepayment, upon written notice to
the Owners of the Notes given by the Village at least three (3) days prior to the date fixed for
prepayment.
The original registered Owner, and each successive registered Owner of this Note 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 Notes and for the registration of
transfers of Notes as provided in the Resolution. Notes 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 Notes in form satisfactory to
Village and with guaranty of signatures satisfactory to the Village, along with the social sec
number or federal employer identification number of any transferee and, if the transferee is a
the name and social security or federal tax identification numbers of the settlor and beneficiariesbf
the trust, the date of the trust and the name of the trustee. The Notes may be exchanged for Notes
of the same principal amount and maturity and denominations in integral multiples of $250,000
(except that an odd lot is permitted to complete the outstanding principal balance). No transfer or
exchange of any Note 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 Note shall be
registered upon the books of the Village as the absolute Owner of such Note, whether such Note
shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of
and interest on such Note as they become due, and for all other purposes. All such payments so
made to any such Owner or upon his order shall be valid and effectual to satisfy and discharge the
liability upon such Note to the extent of the sum or sums so paid.
3. In all cases in which the privilege of exchanging Notes or transferring Notes is
exercised, that -Village shall execute and deliver Notes in accordance with the provisions of the
Resolution. Tie shall be no charge for any such exchange or transfer of Notes, but the Village may
require paw 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 Notes for a period of 15 days next preceding an interest payment date on such Notes.
4. All Notes, the principal and interest of which has been paid, either at or prior to
maturity, shall be delivered to the Village when such payment is made, and shall thereupon be
cancelled. In case part, but not all of an outstanding Note shall be prepaid, such Note shall not be
surrendered in exchange for a new Note.
MIA: 50642:1
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 Note 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.
1N WITNESS WHEREOF, the Village of Key Biscayne, Florida has caused this Note to be
executed by the manual or facsimile signature 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 or imprinted or
reproduced hereon, all as of the 1st day of April, 1997.
\
VILLAGE OF KEY .G,&YN`E, FL A
MIA: 50642:1
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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 Note and all rights thereunder, and hereby irrevocably constitutes and
appoints
(the "Transferee") as attorney to register the transfer of the within Note on the books
kept for registration thereof, with full power of substitution in 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
or a commercial bank or a
trust company
NOTICE: No transfer will be registered and no new Note will be issued in the name of 4e
Transferee, unless the signature(s) to this assignment corresponds with the name as it appears upon
the face of the within Note 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 Note,
shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIF MIN ACT -
(Cust.)
Custodian for
(Minor)
TEN ENT - as tenants by under Uniform Gifts to Minors
the entirety Act of
JT TEN - as joint tenants
with right of
survivorship and
not as tenants
in common
(State)
Additional abbreviations may also be used though not in the list above.
MIA:50642:1
6
No. R-1
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE !
/
STORMWATER UTILITY REVENUE BOND ANTICIP T ONE OTE
SERIES 1995
Registered Owner: Key Biscayne Bank an(i Trust Company
Principal Pmount: seven Miii1Gn 'two Hunctre Vhousand uoliars
KNOW ALL MEN BY THESE P SENTS t t the Village of Key
Biscayne, Florida (the "Vill ge"), or value received, hereby
promises to pay to the R gistere Owner shown above, or
registered assigns, on Ap it Ile 1997, from the sources
hereinafter mentioned, the P n':ipafl Amount specified above.
Subject to the rights of prio prepayment described in this
Note, this Note shall mature on Ap '1 1, 1997.
This Note is issue under authority of and in full
compliance with the Con tituti1on and laws of the State of
Florida, including particu arly/Part II of Chapter 166, Florida
Statutes, as amended, the r er of the Village, Ordinance No.
95-3 duly adopted by Village Council of the Village on
March 28, 1995 (the "Ord ance") and Resolution No. 95-11 duly
adopted by the Vil .•e Cour? it of the Village on April 11, 1995
(the "Resolution", -_collectively with the Ordinance, the
"Note Ordinance"), d is subject to the terms of said Note
Ordinance. This Note is issued for the purpose of expanding
and improving_ the Storm ate: Utility System within the Village
and paying cost of issuance of the Notes. ihrs Note shall be
payable only�f roffi the sources identified herein and from
proceeds of revenue Zrnd in anticipation of which this Note is
being issued (c en as and if such bonds are issued). The
Village intends t issue stormwater utility revenue bonds at or
prior to the date maturity of this Note, and the issuance of
such fonds has b en authorized by the Village; such
authorization, howeve does not obligate the Village to issue
such
ponds or to issue bonds in any specific amount.
Su ject to a9jjustment as pravided below, this Note shall
bear i erest oi the outstanding principal balance from its
date of ss,ua .e payable semi --annually on the first day of each
April and iiiCtober (the "Interest Payment Dates"), commencing
October 1, 1995, at an interest rate equal to 4.89% per annum.
" "
I n t e r e s t o n t h i s N o t e s h a l l b e c o m p u t e d o n t h e b a s i s o f a
3 6 0 - d a y y e a r c o n s i s t i n g o f t w e l v e ( 1 2 ) t h i r t y - d a y m o n t h s .
A d j u s t m e n t o f I n t e r e s t R a t e f o r F u l l T a x a b i l i t y . I n t h e
e v e n t a D e t e r m i n a t i o n o f T a x a b i l i t y s h a l l h a v e o c c u r r e d , t h e
r a t e o f i n t e r e s t o n t h e N o t e s s h a l l b e i n c r e a s e d t o a r a t e ( t h e
" T a x a b l e R a t e " ) e q u a l t o t h e p r o d u c t o b t a i n e d b y m u l t i p l y i n g
t h e t h e n c u r r e n t r a t e o f i n t e r e s t o n t h e N o t e s b y 1 . 5 ,
e f f e c t i v e r e t r o a c t i v e l y t o t h e d a t e o n w h i c h t h e i n t e r e s t
p a y a b l e o n t h e N o t e s i s i n c l u d a b l e f o r f e d e r a l i n c o m e t a x
p u r p o s e s i n t h e g r o s s i n c o m e o f t h e O w n e r s t h e r e o f . A
" D e t e r m i n a t i o n o f T a x a b i l i t y " s h a l l m e a n ( i ) t h e i s s u a n c e b y
t h e I n t e r n a l R e v e n u e S e r v i c e o f a s t a t u t o r y n o t i c e o f
d e f i c i e n c y o r o t h e r w r i t t e n n o t i f i c a t i o n w h i c h h o l d s i n e f f e c t
t h a t t h e i n t e r e s t p a y a b l e o n t h e N o t e s i s i n c l u d a b l e f o r
f e d e L a i i f i c u i [ l e t a x p u r p o s e s i n t h e g i o s b i n c o m e o f L i a + . ) w n e . a
t h e r e o f , w h i c h n o t i c e o r n o t i f i c a t i o n i s n o t d i s p u t e d b y e i t h e r
t h e V i l l a g e o r a n y O w n e r s o f t h e N o t e s , o r ( i i ) a d e t e r m i n a t i o n
b y a c o u r t o f c o m p e t e n t j u r i s d i c t i o n t h a t t h e i n t e r e s t p a y a b l e
o n t h e N o t e s i s i n c l u d a b l e f o r f e d e r a l i n c o m e t a x p u r p o s e s i n
t h e g r o s s i n c o m e o f t h e O w n e r s t h e r e o f , w h i c h d e t e r m i n a t i o n
e i t h e r i s f i n a l a n d n o n - a p p e a l a b l e o r i s n o t a p p e a l e d w i t h i n
t h e r e q u i s i t e t i m e p e r i o d f o r a p p e a l , o r ( i i i ) t h e a d m i s s i o n i n
w r i t i n g b y t h e V i l l a g e t o t h e e f f e c t t h a t i n t e r e s t o n t h e N o t e s
i s i n c l u d a b l e f o r f e d e r a l i n c o m e t a x p u r p o s e s i n t h e g r o s s
i n c o m e o f t h e O w n e r s t h e r e o f .
A d j u s t m e n t o f I n t e r e s t R a t e f o r P a r t i a l T a x a b i l i t y . I n t h e
e v e n t t h a t i n t e r e s t o n t h e N o t e s d u r i n g a n y p e r i o d b e c o m e s
p a r t i a l l y t a x a b l e b e c a u s e o f a n y c h a n g e i n t h e t a x l a w s o r
r e g u l a t i o n s , t h e n t h e i n t e r e s t r a t e o n t h e N o t e s s h a l l b e
i n c r e a s e d d u r i n g s u c h p e r i o d b y a n a m o u n t e q u a l t o : ( A - B ) x
C w h e r e :
( a ) A e q u a l s t h e T a x a b l e R a t e ( e x p r e s s e d a s a
p e r c e n t a g e ) ;
( t ) B e q u a l s i s t h e i n t e r s t i a c % o n
( e x p r e s s e d a s a p e r c e n t a g e ) ; a n d
i : V % C J
( c ) C e q u a l s t h e f r a c t i o n o f t h e i n t e r e s t r a t e o n t h e
N o t e s w h i c h h a s b e c o m e t a x a b l e a s t h e r e s u l t o f s u c h
t a x c h a n g e ( e x p r e s s e d a s a d e c i m a l ) .
A d j u s t m e n t o f I n t e r e s t R a t e f o r C h a n c r e i n M a x i m u m C o r p o r a t e
T a x R a t e . I n t h e e v e n t t h a t t h e m a x i m u m e f f e c t i v e f e d e r a l
c o r p o a t e t a x r a t e ( t h e " M a x i m u m C o r p o r a t e T a x R a t e " ) d u r i n g a n y
p e r i o d w i t h r e s p e c t t o w h i c h i n t e r e s t s h a l l b e a c c r u i n g o n t h e
N o t e s , s h a l l b e o t h e r t h a n t h i r t y - f i v e p e r c e n t ( 3 5 % ) , t h e
i n t e r e s t r a t e o n t h e N o t e s s h a l l b e a d j u s t e d t o t h e p r o d u c t
o b t a i n e d b y m u l t i p l y i n g t h e i n t e r e s t r a t e t h e n i n e f f e c t o n t h e
2
"
N o t e s b y a f r a c t i o n e q u a l t o ( 1 - A d i v i d e d b y 1 - B ) , w h e r e A
e q u a l s t h e M a x i m u m C o r p o r a t e T a x R a t e i n e f f e c t a s o f t h e d a t e
o f a d j u s t m e n t a n d B e q u a l s t h e M a x i m u m C o r p o r a t e T a x R a t e i n
e f f e c t i m m e d i a t e l y p r i o r t o t h e d a t e o f a d j u s t m e n t .
A d j u s t m e n t o f I n t e r e s t R a t e f o r O t h e r C h a n g e s A f f e c t i n g
A f t e r - T a x Y i e l d . S o l o n g a s a n y p o r t i o n o f t h e p r i n c i p a l
a m o u n t o f t h e N o t e s o r i n t e r e s t t h e r e o n r e m a i n s u n p a i d ( a ) i f
a n y l a w , r u l e , r e g u l a t i o n o r e x e c u t i v e o r d e r i s e n a c t e d o r
p r o m u l g a t e d b y a n y p u b l i c b o d y o r g o v e r n m e n t a l a g e n c y w h i c h
c h a n g e s t h e b a s i s o f t a x a t i o n o f i n t e r e s t o n t h e N o t e s o r
c a u s e s a r e d u c t i o n i n y i e l d o n t h e N o t e s ( o t h e r t h a n b y r e a s o n
o f a c h a n g e d e s c r i b e d a b o v e ) t o t h e O w n e r s o r a n y f o r m e r O w n e r s
o f t h e N o t e s , i n c l u d i n g w i t h o u t l i m i t a t i o n t h e i m p o s i t i o n o f
a n y e x c i s e t a x o r s u r c h a r g e t h e r e o n , o r ( b ) i f , a s a r e s u l t o f
a c t i o n b y a n y p u b l i c b o d y o r g o v e r n m e n t a l a g e n c y , a n y p a y m e n t
i s t o l i e m a d e b y , o r a n y f e d e r a l , s t a t e o r 1 , ) ; . d l
i n c o m e t a x d e d u c t i o n i s d e n i e d t o , t h e O w n e r s o r a n y f o r m e r
O w n e r s o f t h e N o t e s ( o t h e r t h a n b y r e a s o n o f a c h a n g e d e s c r i b e d
a b o v e o r b y r e a s o n o f a n y a c t i o n o r f a i l u r e t o a c t o n t h e p a r t
o f a n y O w n e r o r a n y f o r m e r O w n e r o f t h e N o t e s ) b y r e a s o n o f t h e
o w n e r s h i p o f t h e N o t e s , t h e V i l l a g e s h a l l r e i m b u r s e a n y s u c h
O w n e r w i t h i n f i v e ( 5 ) d a y s a f t e r r e c e i p t b y t h e V i l l a g e o f
w r i t t e n d e m a n d f o r s u c h p a y m e n t , a n d t h e V i l l a g e a g r e e s t o
i n d e m n i f y e a c h s u c h O w n e r a g a i n s t a n y l o s s , c o s t , c h a r g e o r
e x p e n s e w i t h r e s p e c t t o a n y s u c h c h a n g e .
T h e p r i n c i p a l o f a n d i n t e r e s t o n t h i s N o t e a r e p a y a b l e i n
l a w f u l m o n e y o f t h e U n i t e d S t a t e s o f A m e r i c a b y w i r e t r a n s f e r
o r b y c e r t i f i e d c h e c k d e l i v e r e d o n o r p r i o r t o t h e d a t e d u e t o
t h e r e g i s t e r e d O w n e r o r h i s l e g a l r e p r e s e n t a t i v e a t t h e a d d r e s s
o f t h e O w n e r a s i t a p p e a r s o n t h e r e g i s t r a t i o n b o o k s o f t h e
V i l l a g e .
T h e V i l l a g e h a s c o v e n a n t e d a n d a g r e e d i n t h e N o t e O r d i n a n c e
t o a p p r o p r i a t e i n i t s a n n u a l b u d g e t , b y a m e n d m e n t , i f
n e c e s s a r y , f r o m N o n - A d V a l o r e m R e v e n u e s l a w f u l l y a v a i l a b l e i n
e a c h f i s c a l y e a r , a m o u n t s s u f f i c i e n t t o p a y t h e p r i n c i p a l a n d
_ n t c : e s t d , . r n n t h e N o t e s 4 n a c c o r d a n c e w i t h t h 3 i r t c _ m s d u r i n c ,
s u c h f i s c a l y e a r . " N o n - A d V a l o r e m R e v e n u e s " m e a n s a l l r e v e n u e s
o f t h e V i l l a g e d e r i v e d f r o m a n y s o u r c e o t h e r t h a n a d v a l o r e m
t a x a t i o n o n r e a l o r p e r s o n a l p r o p e r t y w h i c h a r e l e g a l l y
a v a i l a b l e t o m a k e t h e p a y m e n t s r e q u i r e d u n d e r t h e N o t e
O r d i n a n c e , o t h e r t h a n P u b l i c S e r v i c e T a x e s a u t h o r i z e d b y P a r t
I I I , C h a p t e r 1 6 6 , F l o r i d a S t a t u t e s , a n d r e c e i v e d b y t h e V i l l a g e
p u r s u a n t t o S e c t i o n 8 0 4 o f t h e C h a r t e r o f t h e V i l l a g e ; b u t o n l y
a f t e r p r o v i s i o n h a s b e e n m a d e b y t h e V i l l a g e f o r t h e p a y m e n t o f
a l l e s s e n t i a l o r l e g a l l y m a n d a t e d s e r v i c e s . S u c h c o v e n a n t a n d
a g r e e m e n t o n t h e p a r t o f t h e V i l l a g e t o b u d g e t a n d a p p r o p r i a t e
s u c h a m o u n t s o f N o n - A d V a l o r e m R e v e n u e s s h a l l b e c u m u l a t i v e t o
t h e e x t e n t n o t p a i d , a n d s h a l l c o n t i n u e u n t i l s u c h N o n - A d
V a l o r e m R e v e n u e s o r o t h e r l e g a l l y a v a i l a b l e f u n d s i n a m o u n t s
3
" "
s u f f i c i e n t t o m a k e a l l s u c h r e q u i r e d p a y m e n t s s h a l l h a v e b e e n
b u d g e t e d , a p p r o p r i a t e d a n d a c t u a l l y p a i d . N o t w i t h s t a n d i n g t h e
f o r e g o i n g c o v e n a n t o f t h e V i l l a g e , t h e V i l l a g e d o e s n o t
c o v e n a n t t o m a i n t a i n a n y s e r v i c e s o r p r o g r a m s , n o w p r o v i d e d o r
m a i n t a i n e d b y t h e V i l l a g e , w h i c h g e n e r a t e N o n - A d V a l o r e m
R e v e n u e s .
S u c h c o v e n a n t t o b u d g e t a n d a p p r o p r i a t e d o e s n o t c r e a t e a n y
l i e n u p o n o r p l e d g e o f s u c h N o n - A d V a l o r e m R e v e n u e s , n o r d o e s
i t p r e c l u d e t h e V i l l a g e f r o m p l e d g i n g i n t h e f u t u r e i t s N o n - A d
V a l o r e m R e v e n u e s , n o r d o e s i t r e q u i r e t h e V i l l a g e t o l e v y a n d
c o l l e c t a n y p a r t i c u l a r N o n - A d V a l o r e m R e v e n u e s , n o r d o e s i t
g i v e t h e N o t e h o l d e r s a p r i o r c l a i m o n t h e N o n - A d V a l o r e m
R e v e n u e s a s o p p o s e d t o c l a i m s o f g e n e r a l c r e d i t o r s o f t h e
V i l l a g e . S u c h c o v e n a n t t o a p p r o p r i a t e N o n - A d V a l o r e m R e v e n u e s
i s s u b j e c t i n a l l r e s p e c t s t o t h e p a y m e n t o f o b l i g a t i o n s
s e c u r E : t e a b y E . p l e i g z , o f s i s c : i N o n - r i d V a l o i e r a R a v e n u e s i s ` , a e i . . c f o i e
o r h e r e i n a f t e r e n t e r e d i n t o ( i n c l u d i n g t h e p a y m e n t o f d e b t
s e r v i c e o n b o n d s a n d o t h e r d e b t i n s t r u m e n t s ) . H o w e v e r , t h e
c o v e n a n t t o b u d g e t a n d a p p r o p r i a t e i n i t s g e n e r a l a n n u a l b u d g e t
f o r t h e p u r p o s e s a n d i n t h e m a n n e r s t a t e d i n t h e N o t e O r d i n a n c e
s h a l l h a v e t h e e f f e c t o f m a k i n g a v a i l a b l e i n t h e m a n n e r
d e s c r i b e d h e r e i n N o n - A d V a l o r e m R e v e n u e s a n d p l a c i n g o n t h e
V i l l a g e a p o s i t i v e d u t y t o a p p r o p r i a t e a n d b u d g e t , b y
a m e n d m e n t , i f n e c e s s a r y , a m o u n t s s u f f i c i e n t t o m e e t i t s
o b l i g a t i o n s u n d e r t h e N o t e O r d i n a n c e , s u b j e c t , h o w e v e r , i n a l l
r e s p e c t s t o t h e t e r m s o f t h e N o t e O r d i n a n c e a n d t h e
r e s t r i c t i o n s o f S e c t i o n 1 6 6 . 2 4 1 ( 3 ) , F l o r i d a S t a t u t e s , w h i c h
p r o v i d e s , i n p a r t , t h a t t h e g o v e r n i n g b o d y o f e a c h m u n i c i p a l i t y
m a k e a p p r o p r i a t i o n s f o r e a c h f i s c a l y e a r w h i c h , i n a n y o n e
y e a r , s h a l l n o t e x c e e d t h e a m o u n t t o b e r e c e i v e d f r o m t a x a t i o n
o r o t h e r r e v e n u e s o u r c e s ; a n d s u b j e c t , f u r t h e r , t o t h e p a y m e n t
o f s e r v i c e s a n d p r o g r a m s w h i c h a r e f o r e s s e n t i a l p u b l i c
p u r p o s e s a f f e c t i n g t h e h e a l t h , w e l f a r e a n d s a f e t y o f t h e
i n h a b i t a n t s o f t h e V i l l a g e o r w h i c h a r e l e g a l l y m a n d a t e d b y
a p p l i c a b l e l a w .
T H I S N O T E S H A L L N O T B E D E E M E D T O C O N S T I T U T E A N I N D E B T E D N E S S
O F T H E V I L L A G E O P a P L E D G ^ O F T H E F " + T T H A N D C R E D I T O F T H E
V I L L A G E , B U T S H A L L B E P A Y A B L E E X C L U S I V E L Y F R O M L E G A L L Y
A V A I L A B L E N O N - A D V A L O R E M R E V E N U E S O F T H E V I L L A G E , A N D F R O M T H E
P R O C E E D S O F R E V E N U E B O N D S I N A N T I C I P A T I O N O F W H I C H T H I S N O T E I S
B E I N G I S S U E D ( W H E N , A S A N D I F S U C H B O N D S A R E I S S U E D ) . T H E
I S S U A N C E O F T H I S N O T E S H A L L N O T D I R E C T L Y O R I N D I R E C T L Y O R
C O N T I N G E N T L Y O B L I G A T E T H E V I L L A G E T O L E V Y O R T O P L E D G E A N Y F O R M
O F T A X A T I O N W H A T E V E R T H E R E F O R N O R S H A L L T H I S N O T E C O N S T I T U T E A
C H A R G E , L I E N , O R E N C U M B R A N C E , L E G A L O R E Q U I T A B L E , U P O N A N Y
P R O P E R T Y O F T H E V I L L A G E , A N D T H E H O L D E R O F T H I S N O T E S H A L L H A V E
N O R E C O U R S E T O T H E P O W E R O F T A X A T I O N .
T h e N o t e s a r e s u b j e c t t o o p t i o n a l p r e p a y m e n t i n w h o l e o r i n
p a r t a t a n y t i m e , a t a p r e p a y m e n t p r i c e e q u a l t o p a r , p l u s
a c c r u e d i n t e r e s t t h e r e o n t o t h e d a t e o f p r e p a y m e n t , u p o n
4
"
w r i t t e n n o t i c e t o t h e O w n e r s o f t h e N o t e s g i v e n b y t h e V i l l a g e
a t l e a s t t h r e e ( 3 ) d a y s p r i o r t o t h e d a t e f i x e d f o r p r e p a y m e n t .
T h e o r i g i n a l r e g i s t e r e d O w n e r , a n d e a c h s u c c e s s i v e
r e g i s t e r e d O w n e r o f t h i s N o t e s h a l l b e c o n c l u s i v e l y d e e m e d t o
h a v e a g r e e d a n d c o n s e n t e d t o t h e f o l l o w i n g t e r m s a n d c o n d i t i o n s :
1 . T h e V i l l a g e s h a l l k e e p b o o k s f o r t h e r e g i s t r a t i o n o f
N o t e s a n d f o r t h e r e g i s t r a t i o n o f t r a n s f e r s o f N o t e s a s
p r o v i d e d i n t h e R e s o l u t i o n . N o t e s m a y b e t r a n s f e r r e d o r
e x c h a n g e d u p o n t h e r e g i s t r a t i o n b o o k s k e p t b y t h e V i l l a g e , u p o n
d e l i v e r y t o t h e V i l l a g e , t o g e t h e r w i t h w r i t t e n i n s t r u c t i o n s a s
t o t h e d e t a i l s o f t h e t r a n s f e r o r e x c h a n g e , o f s u c h N o t e s i n
f o r m s a t i s f a c t o r y t o t h e V i l l a g e a n d w i t h g u a r a n t y o f
s i g n a t u r e s s a t i s f a c t o r y t o t h e V i l l a g e , a l o n g w i t h t h e s o c i a l
s e c u r i t y n u m b e r o r f e d e r a l e m p l o y e r i d e n t i f i c a t i o n n u m b e r o f
a n y t r a n s f e z e e a s i d , i . t h e t r a n s i e r c e i v u t r u s t , t h n e . . . i . 2 . m a i d
s o c i a l s e c u r i t y o r f e d e r a l t a x i d e n t i f i c a t i o n n u m b e r s o f t h e
s e t t l o r a n d b e n e f i c i a r i e s o f t h e t r u s t , t h e d a t e o f t h e t r u s t
a n d t h e n a m e o f t h e t r u s t e e . T h e N o t e s m a y b e e x c h a n g e d f o r
N o t e s o f t h e s a m e p r i n c i p a l a m o u n t a n d m a t u r i t y a n d
d e n o m i n a t i o n s i n i n t e g r a l m u l t i p l e s o f $ 2 5 0 , 0 0 0 ( e x c e p t t h a t a n
o d d l o t i s p e r m i t t e d t o c o m p l e t e t h e o u t s t a n d i n g p r i n c i p a l
b a l a n c e ) . N o t r a n s f e r o r e x c h a n g e o f a n y N o t e s h a l l b e
e f f e c t i v e u n t i l e n t e r e d o n t h e r e g i s t r a t i o n b o o k s m a i n t a i n e d b y
t h e V i l l a g e .
2 . T h e V i l l a g e m a y d e e m a n d t r e a t t h e p e r s o n i n w h o s e
n a m e a n y N o t e s h a l l b e r e g i s t e r e d u p o n t h e b o o k s o f t h e V i l l a g e
a s t h e a b s o l u t e O w n e r o f s u c h N o t e , w h e t h e r s u c h N o t e s h a l l b e
o v e r d u e o r n o t , f o r t h e p u r p o s e o f r e c e i v i n g p a y m e n t o f , o r o n
a c c o u n t o f , t h e p r i n c i p a l o f a n d i n t e r e s t o n s u c h N o t e a s t h e y
b e c o m e d u e , a n d f o r a l l o t h e r p u r p o s e s . A l l s u c h p a y m e n t s s o
m a d e t o a n y s u c h O w n e r o r u p o n h i s o r d e r s h a l l b e v a l i d a n d
e f f e c t u a l t o s a t i s f y a n d d i s c h a r g e t h e l i a b i l i t y u p o n s u c h N o t e
t o t h e e x t e n t o f t h e s u m o r s u m s s o p a i d .
3 . I n a l l c a s e s i n w h i c h t h e p r i v i l e g e o f e x c h a n g i n g
N o t e s o r t r a n s f e r r i n g N o t e s i s e x e r c i s e d , t h e V i l l a g e s h a l l
e x e c u t e a n d d e l i v e r N o t e s i n a c c o r d a n c e w i t h t h e p r o v i s i o n s o f
t h e R e s o l u t i o n . T h e r e s h a l l b e n o c h a r g e f o r a n y s u c h e x c h a n g e
o r t r a n s f e r o f N o t e s , b u t t h e V i l l a g e m a y r e q u i r e p a y m e n t o f a
s u m s u f f i c i e n t t o p a y a n y t a x , f e e o r o t h e r g o v e r n m e n t a l c h a r g e
r e q u i r e d t o b e p a i d w i t h r e s p e c t t o s u c h e x c h a n g e o r t r a n s f e r .
T h e V i l l a g e s h a l l n o t b e r e q u i r e d t o t r a n s f e r o r e x c h a n g e N o t e s
f o r a p e r i o d o f 1 5 d a y s n e x t p r e c e d i n g a n i n t e r e s t p a y m e n t d a t e
o n s u c h N o t e s .
4 . A l l N o t e s , t h e p r i n c i p a l a n d i n t e r e s t o f w h i c h h a s
b e e n p a i d , e i t h e r a t o r p r i o r t o m a t u r i t y , s h a l l b e d e l i v e r e d
t o t h e V i l l a g e w h e n s u c h p a y m e n t i s m a d e , a n d s h a l l t h e r e u p o n
5
"
b e c a n c e l l e d . I n c a s e p a r t , b u t n o t a l l o f a n o u t s t a n d i n g N o t e
s h a l l b e p r e p a i d , s u c h N o t e s h a l l n o t b e s u r r e n d e r e d i n
e x c h a n g e f o r a n e w N o t e .
I t i s h e r e b y c e r t i f i e d a n d r e c i t e d t h a t a l l a c t s ,
c o n d i t i o n s a n d t h i n g s r e q u i r e d t o h a p p e n , t o e x i s t a n d t o b e
p e r f o r m e d p r e c e d e n t t o a n d f o r t h e i s s u a n c e o f t h i s N o t e h a v e
h a p p e n e d , d o e x i s t a n d h a v e b e e n p e r f o r m e d i n d u e t i m e ,
a n d m a n n e r a s r e q u i r e d b y t h e C o n s t i t u t i o n a n d t h e l a w s
S t a t e o f F l o r i d a a p p l i c a b l e t h e r e t o .
I N W I T N E S S W H E R E O F , t h e V i l l a g e o f K e y B i s c a y n e , r F l o r i a
h a s c a u s e d t h i s N o t e t o b e e x e c u t e d b y t h e m a n u a l o r f l a c ��i m i l
s i g n a t u r e o f i t s M a y o r a n d o f i t s V i l l a g e C l e r k , a n d
o f t h e V i l l a g e o f K e y B i s c a y n e , F l o r i d a o r a f a c s i m i l e e r e o '
t o b e a f f i x e d h e r e t o o r i m p r i n t e d o r r e p r o d u c e d h e r e o n , a 1 a
o f t h e 1 7 t h i . i a 1 v i A p r i l , 1 9 9 5 .
6
V I L L A G E O F K E I S C A Y N E ,
" "
A S S I G N M E N T
F O R V A L U E R E C E I V E D , t h e u n d e r s i g n e d
( t h e " T r a n s f e r o r " ) , h e r e b y s e l l s ,
a s s i g n s a n d t r a n s f e r s u n t o
( P l e a s e i n s e r t n a m e a n d S o c i a l S e c u r i t y o r
F e d e r a l E m p l o y e r i d e n t i f i c a t i o n n u m b e r o f a s s i g n e e ) t h e w i t h i n
N o t e a n d a l l r i g h t s t h e r e u n d e r , a n d h e r e b y i r r e v o c a b l y
c o n s t i t u t e s a n d a p p o i n t s
( t h e " T r a n s f e r e e " ) a s a t t o r n e y t o r e g i s t e r
t h e t r a n s f e r o f t h e w i t h i n N o t e o n t h e b o o k s k e p t f o r
r e g i s t r a t i o n t h e r e o f , w i t h f u l l p o w e r o f s u b s t i t u t i o n i n t h e
p r e m i s e s .
D a t e
S i g n a t u r e G u a r a n t e e d : S o c i a l S e c u r i t y N u m b e r
o f A s s i g n e e
N O T I C E : S i g n a t u r e ( s ) m u s t b e
g u a r a n t e e d b y a m e m b e r f i r m
o f t h e N e w Y o r k S t o c k E x c h a n g e
o r a c o m m e r c i a l b a n k o r a
t r u s t c o m p a n y
N O T I C E : N o t r a n s f e r w i l l b e r e g i s t e r e d a n d n o n e w N o t e w i l l b e
i s s u e d i n t h e n a m e o f t h e T r a n s f e r e e , u n l e s s t h e s i g n a t u r e ( s )
t o t h i s a s s i g n m e n t c o r r e s p o n d s w i t h t h e n a m e a s i t a p p e a r s u p o n
t h e f a c e o f t h e w i t h i n N o t e i n e v e r y p a r t i c u l a r , w i t h o u t
a l t e r a t i o n o r e n l a r g e m e n t o r a n y c h a n g e w h a t e v e r a n d t h e S o c i a l
S e c u r i t y o r F e d e r a l E m p l o y e r I d e n t i f i c a t i o n N u m b e r o f t h e
T r a n s f e r e e i s s u p p l i e d .
T h e f o l l o w i n g a b b r e v i a t i o n s , w h e n u s e d i n t h e i n s c r i p t i o n
o n t h e f a c e o f t h e w i t h i n N o t e , s h a l l b e c o n s t r u e d a s t h o u g h
t h e y w e r e w r i t t e n o u t i n f u l l a c c o r d i n g t o a p p l i c a b l e l a w s o r
r e g u l a t i o n s :
T E N C O M - a s t e n a n t s i n c o m m o n
U N I F G I F M I N A C T - ,
( G u s t . )
C u s t o d i a n f o r ,
( M i n o r )
T E N E N T - a s t e n a n t s b y u n d e r U n i f o r m G i f t s t o M i n o r s
t h e e n t i r e t y A c t o f
J T T E N - a s j o i n t t e n a n t s
w i t h r i g h t o f
s u r v i v o r s h i p a n d
n o t a s t e n a n t s
i n c o m m o n
( S t a t e )
A d d i t i o n a l a b b r e v i a t i o n s m a y a l s o b e u s e d t h o u g h n o t i n t h e
l i s t a b o v e .
M / 1 0 Z 7 J D D / 0 4 1 3 9 5
7
April 1, 1997
To: Village of Key Biscayne, Florida
Re: 1997 Extension of $7,200,000 Village of Key Biscayne, Florida Stormwater Utility Revenue
Bond, Anticipation Notes, Series 1995
Ladies and Gentlemen:
The undersigned (the "Purchaser") is the holder of the Notes referenced above (the "Notes") and has
agreed to continue holding the Notes for the extension term.
The purpose of this letter is to furnish, pursuant to the provisions of Subsections (2), (3) and (6) of
Section 218.385, Florida Statutes, as amended, certain information with respect to the purchase and
sale of Notes, as follows:
(a) There is no managing underwriter for the Notes.
(b) There are no "finders," as defined in Section 218.386, Florida Statutes, as amended, with
respect to the Notes.
(c) There is no underwriting spread with respect to the Notes.
(d) No management fee will be charged by the Purchaser. No commitment fee will be charged
by the Purchaser.
No fee, bonus or other compensation will be paid by the Purchaser in connection with the
Notes to any person not regularly employed or retained by it.
(e)
(f) The name and address of the Purchaser is SunTrust Bank, Miami, National Association, One
S.E. Third Avenue, Miami, FL 33131-1704.
(g)
The Village is proposing to extend the maturity date of the Notes for 364 days. The Notes
were issued for the purpose of expanding and improving the Stormwater Utility System
within the Village, and paying costs of issuance of the Notes. The Notes are expected to be
repaid over 364 days. At an interest rate of 4.52%, total interest paid over the life of the
extended Notes will be $324,536. The source of repayment or security for the Notes is
expected to be the proceeds of bonds in anticipation of which the Notes were issued and a
covenant to budget and appropriate from legally available Non -Ad Valorem Revenues of the
MIA•51332:1
Village. Extending the Notes will result in $324,536 of general fund moneys not being
available to finance the other services of the Village for 1 year.
(h) The Purchaser understands that you require no other disclosures with respect to the Notes.
Very truly yours,
SUNTRUST BANK, MIAMI, NATIONAL
ASSOCIATION
B
MIA:51332:1
2
RUDEN
MCCLOSKY
SMITH
SCHUSTER &
RUSSELL, P.A.
ATTORNEYS AT LAW
March 7, 1997
FEDERAL EXPRESS
State of Florida
Division of Bond Finance
State Board of Administration
1801 Hermitage Boulevard, Suite 200
Tallahassee, FL 32308
Attention: Sharon Williams
701 BRICKELL AVENUE
SUITE 1900
MIAMI, FLORIDA 33131
(305) 789-2700
FAX. (305) 789-2793
WRITER'S DIRECT DIAL NUMBER. (305) 789-2762
E-MAIL. JDD@RUDEN.COM
Re: 1997 Extension of $7,200,000 Village of Key Biscayne, Florida Stormwater Utility
Revenue Bond Anticipation Notes, Series 1995
Ladies and Gentlemen:
We are serving as Bond Counsel to the Village of Key Biscayne, Florida (the "Village") in
connection with the 1997 Extension of the referenced notes (the "Amended Notes") by the Village.
The purpose of this letter is to inform you, as required by Section 218.38, Florida Statutes, as
amended, that the Amended Notes are expected to be sold pursuant to a negotiated sale on March 11,
1997. Closing on the Notes is expected to occur on or about April 1, 1997.
We will send to you Form 2003/2004 when available. If you have any questions, please do
not hesitate to contact the undersigned.
ca
v
MIA•50945.1
State of Florida
March 7, 1997
Page 2
Please execute the acknowledgment on the enclosed copy of this letter and return it to my
attention.
Very truly yours,
RUDEN, McCLOSKY, SMITH,
SCHUSTER & RUSSELL, P.A.
(1 Se rc't
Jeffrey D. DeCarlo
hereby acknowledge receipt of
this letter.
Title:
Date:
MIA 50945:1
INCUMBENCY CERTIFICATE
Conchita H. Alvarez, Village Clerk of the Village of Key Biscayne, Florida (the "Village"),
DOES HEREBY CERTIFY as follows:
The following are now, and have been continuously since the dates of beginning of their
respective terms shown below, the duly elected, qualified and acting members of the Village Council
of the Village (the "Council"), and the dates of the beginning and ending of their respective terms
are hereunder correctly designated opposite their names:
Member
John F. Festa
Michele Padovan
Mortimer Fried
Gregory C. Han
Hugh T. O'Reilly
Christina Dearing Reed
Betty Sime
Beginning Date
of Current Term
November 12, 1996
November 15, 1994
November 12, 1996
November 12, 1996
November 15, 1994
November 12, 1996
March 17, 1992
Ending Date
of Current Term
November 10, 1998
November 10, 1998
November 13, 2000
November 13, 2000
November 10, 1998
November 13, 2000
November 10, 1998
The following are now, and have been continuously since the dates of beginning of their
respective current terms of office shown below, the duly elected or appointed, qualified and acting
officers of the Village and the dates of the beginning and ending of their respective current terms of
office are hereunder correctly designated opposite their names:
Title
Mayor
Village Clerk
Village Manager
Village Attorney
Beginning
Date of
Name Current Term
John F. Festa
Conchita H. Alvarez October 14, 1996
C. Samuel Kissinger March 2, 1992
Weiss Serota &
Heitman, P.A.
November 12, 1996
October 29, 1991
Ending
Date of
Current Term
November 10, 1998
Discretion of
Council
Discretion of
Council
Discretion of
Council
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the
Village this 1st day of April, 1997.
� F. R ,
/C,... ^
T; ..4
4_ A
.3
Village Clerk
MIA 51000-1
BRING -DOWN CERTIFICATE OF THE VILLAGE
Recitals
On April 17, 1995, the Village of Key Biscayne, Florida (the "Village") issued its $7,200,000
Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 (the "Original Notes").
The Original Notes were issued pursuant to Ordinance No. 95-3 (the "Original Ordinance")
duly adopted by the Village Council of the Village on March 28, 1995 and Resolution No. 95-11 (the
"Original Resolution"), duly adopted by the Village Council on April 11, 1995. The Original
Ordinance was amended by Ordinance No. 97-9 adopted on March 11, 1997 (the "Amending
Ordinance") and the Original Resolution was amended by Resolution No. 97-11, adopted on
March 11, 1997 (the "Amending Resolution" and, collectively with the Original Ordinance, the
Original Resolution and the Amending Ordinance, the "Note Ordinance") to extend the term of the
Original Notes for an additional 364 days (the Notes, as amended to extend their term, are hereinafter
referred to as the "Amended Notes").
In connection with the issuance of the Original Notes, the Village certified as to certain
matters. Copies of such certifications (the "Original Note Closing Certificates") are contained in the
transcript of proceedings related to the Original Notes.
This Certificate is given for the purpose of updating the certifications given in the Original
Note Closing Certificates.
Certifications
We, the undersigned, DO HEREBY CERTIFY as follows:
1. John F. Festa, Mayor of the Village, has executed the Amended Notes by his manual
signature, and the Mayor was on the date his signature was placed on the Amended Notes and is now
the duly elected, qualified and acting Mayor of the Village.
2. We have caused the official seal of the Village to be imprinted on the Amended
Notes, and Conchita H. Alvarez, Village Clerk of the Village, caused such seal to be attested by her
signature, and said Conchita H. Alvarez was on the date her signature was placed on the Amended
Notes and is now the duly appointed, qualified and acting Village Clerk of the Village.
3. The seal which has been impressed on the Amended Notes and upon this certificate
is the legally adopted, proper and only seal of the Village.
4. The Village Council duly adopted the Amending Ordinance and the Amending
Resolution on March 11, 1997, and neither the Amending Ordinance nor the Amending Resolution
MIA:51073 :1
has been modified or amended since the date of such adoption. Except as amended by the Amending
Ordinance, the Original Ordinance has not been modified or amended since the date of its adoption
and is in full force and effect. Except as amended by the Amending Resolution, the Original
Resolution has not been modified or amended since the date of its adoption and is in full force and
effect.
5. The Village has complied with all of the agreements and satisfied all conditions on
its part to be performed or satisfied at or prior to delivery of the Amended Notes.
6. No approval, authorization, consent or other order of any public board or body which
has not heretofore been obtained is required for the issuance and delivery of the Amended Notes.
7. No litigation or other proceedings to which the Village is a party are pending, or, to
our knowledge, threatened, in any court or other tribunal of competent jurisdiction, state or federal,
in any way (a) restraining or enjoining the issuance or delivery of the Amended Notes, (b)
questioning or affecting the validity of the Original Notes or the Amended Notes or the pledge by
the Village of the Pledged Revenues to pay the principal of and interest on the Original Notes or the
Amended Notes, as provided under the Note Ordinance, (c) questioning or affecting the validity of
any proceedings for the authorization, sale, execution, issuance or delivery of the Original Notes or
the Amended Notes, (d) questioning or affecting the organization or existence of the Village or the
title to office of the officers thereof, or (e) questioning or affecting the power and authority of the
Village to issue the Original Notes or the Amended Notes, nor do the undersigned have any
knowledge that there is any basis therefor.
8. The execution, delivery, receipt and due performance of the Amended Notes under
the circumstances contemplated thereby and compliance with the provisions thereof do not conflict
with or constitute a breach of or a default under any existing law, court or administrative regulation,
decree or order or any agreement, indenture, lease or other instrument to which the Village is subject
or by which the Village is or may be bound.
IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal of
the Village this 1st day of April, 1997.
Term of Office
Title of Office Expires
Mayor November 10, 1998
Village Clerk Discretion of
Village Council
2
CERTIFICATE OF VILLAGE AS TO COMPUTATION
OF INTEREST RATE IN COMPLIANCE WITH
SECTION 215.84(3), FLORIDA STATUTES
The undersigned, Village Manager of the Village of Key Biscayne, Florida hereby certifies
that (i) the 1997 Extension of the Village's Stormwater Utility Revenue Bond Anticipation Notes,
Series 1995 (the "Amended Notes") are being reissued as a single registered Note maturing on
March 19, 1998 in the aggregate principal amount of $7,200,000 on this date, (ii) such single Note
bears interest at the rate of 4.52% per annum, (iii) as evidenced by the attached copy of a page of The
Bond Buyer published on February 28, 1997, the average net interest cost rate, computed in
accordance with Section 215.84(3), Florida Statutes, by adding 300 basis points to 5.65% ("The
Bond Buyer 20 Bond Index" published immediately preceding the first day of the calendar month
in which the Amended Notes are sold) is 8.65%, and (iv) the interest rate on the Amended Notes
equal to 4.52% does not exceed the average net interest cost rate equal to 8.65%.
Dated as of the 1st day of April, 1997.
0)
C. Samuel Kissinger, lage Manager
MIA.51009:1
0 (1453)
THE BONI) BLvi R c- a c _or ar, :3 197
NEWS
Bond Buyer Yield Indexes: This Week
By Yong Lim
Th e Bond Buyer's yield indexes rose
slightly to reach levels from earlier
this month.
The 20 -bond and the 11 -bond in-
dexes of general obligation yields
each rose nine basis points yes-
terday to 5.65% and 5.55%, re-
spectively, from 5.56% and 5.46%
last Thursday. The indexes are at
their highest levels since Feb. 6
when the 20 -bond was 5.70%
and the 11 -bond was 5.60%.
The 30 -year revenue bond index
increased nine basis points, to
5.93% yesterday from 5.84% last
Thursday. It is still at its highest point
since Feb. 6, when it was 5.95%.
The average yield to maturity
of the 40 bonds used in the dai-
bellwether bond's yield nsing 17 -basis
points to 6.81% from 6.64% last Thurs
day. It is at its highest level since Jan.
30. when it was 6.S7%.
On the primary side, The Bond
Buyer's 30 -day visible supply in-
creased strongly this week, to
53.59 billion yesterday from 52.67
billion last week. This is the high-
est the visible supply has been
since Feb. 12, when it was S3.71
billion.
At the same time, dealer invento-
ries reported in Standard &
Poor's Blue List increased
slightly to S1.41 billion yesterday
from S1.15 billion last week. This
is the highest amount since Jan.
29, when the Blue List was 51.43
ly Municipal Bond Index was •Tomatunty billion.
5.77% yesterday, up 10 basis points from
5.67% last Thursday. The yield to ma -
runty is at its highest point since Feb. 6,
when it was 5.79%.
Long-term U S. Treasury securities
rose strongly this week. with the 30 -year
In the short-term note sector, The
Bond Buyer's one-year note index re-
mained unchanged on the week at 3.61%
for the fourth straight week. This is still
the lowest amount since Jan. 15, when it
was 3.57%.
ARBITRAGE CERTIFICATE
The undersigned is the Village Manager of the Village of Key Biscayne, Florida (the
"Village"), and hereby certifies the following with respect to the Village's $7,200,000 Stormwater
Utility Revenue Bond Anticipation Notes, Series 1995, being amended on the date hereof (the
"Series 1995 Notes"). The undersigned is the official charged with others with responsibility for
amending the Series 1995 Notes.
1. General
(a) The Series 1995 Notes were originally issued pursuant to the authority of Chapter
166, Part II, Florida Statutes, as amended, the Charter of the Village and other applicable provisions
of law, and Ordinance No. 95-3 adopted by the Village Council of the Village on March 28, 1995
and Resolution No. 95-11 adopted by the Village Council of the Village on April 11, 1995
(collectively, the "Ordinance"). Capitalized terms used herein but not otherwise specifically defined
have the same meanings as when used in the Ordinance.
(b) The Series 1995 Notes were originally issued for the purpose of providing funds to
pay the costs of expanding and improving the Stormwater Utility System within the Village (the
"Project"). All of the proceeds of the Series 1995 Notes and all amounts derived from the
investment thereof have been fully expended to pay costs of the Project.
(c) The Series 1995 Notes are being amended on the date hereof pursuant to Ordinance
No. 97-9 adopted by the Village Council on March 11, 1997 and Resolution No. 97-11 adopted by
the Village Council on March 11, 1997 to change the interest rate on the Series 1995 Notes and to
extend the maturity of the Series 1995 Notes for 364 days. The Village has been advised by Bond
Counsel that the amendment will cause the Series 1995 Notes to be treated as retired and reissued
for federal income tax purposes. The reissued Notes are hereinafter referred to as the "Series 1997
Notes".
(d) This certification is made under 26 CFR § 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 §§ 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 Series 1997 Notes will be used in any manner that would cause the Series 1997
Notes 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. Flow of Funds
(a) The Village is required under the Ordinance on each Interest Payment Date to deposit
Non -Ad Valorem Revenues into the Note Fund, which, together with other moneys therein, are
MIA 51143:1
sufficient to pay the principal of and interest on the Series 1997 Notes on such Interest Payment
Date.
(b) The Note 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 Note Fund
and 1/12 of annual debt service on the Series 1997 Notes). All amounts in the Note Fund will be
expended to pay debt service on the Series 1997 Notes within 13 months of the date of receipt
thereof (12 months if the amounts are interest or income from the investment of such amounts).
(c) The Rebate Fund is not pledged to pay debt service on the Series 1997 Notes and will
not be available if needed to pay such debt service.
3. Yield Restrictions
(a) 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.
(b) All of the proceeds of the Series 1995 Notes and all amounts derived from the
investment thereof have been expended to pay costs of the Project.
(c) Amounts in the Note Fund and any amounts in the Stormwater Utility Fund that are
reasonably expected to pay principal or interest on the Series 1997 Notes (or notes or bonds issued
to refund the Series 1997 Notes) will not be invested in taxable investments that produce a yield over
the term of the Series 1997 Notes in excess of the yield on the Series 1997 Notes except to the extent
that the aggregate amount so invested does not exceed $100,000. The preceding sentence shall not
apply to amounts that are 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 principal or interest
on the Series 1997 Notes (or notes or bonds issued to refund the Series 1997 Notes).
(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 Series 1997 Notes. 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 Series 1997 Notes to the extent necessary to preserve
the federal income tax exemption of interest on the Series 1997 Notes.
(e) The yield on the Series 1997 Notes for purposes of this Section 4 is 4.52%, 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 Series 1997 Notes is $7,200,000 (the principal
amount plus accrued interest).
(f) If any taxable investments are subject to yield restrictions under this Section 4, the
yield produced by the taxable investments shall be computed 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 § 1.148-5, and brokerage and selling
MIA 51143:1
2
commissions and yield reduction payments may be taken into account to the extent permitted
thereunder.
4. Miscellaneous
(a) 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 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 Series 1997 Notes contained
in section 149(b)(2)(B) of the Code.
(b) There are no other obligations of the Village (i) that are or will be sold (issued, in the
case of variable rate obligations) at substantially the same time as the Series 1997 Notes; 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 Series 1997
Notes.
(c) 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 of the proceeds of the Series 1997 Notes
that would cause the Series 1997 Notes to be "arbitrage bonds" within the meaning of section 148
of the Code. No portion of the proceeds of the Series 1997 Notes will be intentionally used in the
manner described in section 148(a)(1) or (a)(2) of the Code. The Village has covenanted to comply
with the Arbitrage Rebate Covenants attached hereto as Exhibit A.
(d) 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 Project that would cause the Series 1997 Notes
to be "private activity bonds" within the meaning of section 141 of the Code. The Project will be
owned and operated by the Village, and no portion of the 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).
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 1st day of April,
VILLAGE OF KEY BISCAYNE, FLORIDA
By: (1)4M
C. Samuel Kissii ger, Village Manager
1997.
MIA:51143:1
3
EXHIBIT A
ARBITRAGE REBATE COVENANTS
The Village of Key Biscayne, Florida (the "Village") hereby covenants to comply with the
following provisions and procedures to insure that the Series 1997 Notes comply with the arbitrage
requirements of section 148 of the Code.
1. Definitions
(a) Capitalized terms 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 §§ 1.148-1 -.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 date the last Series 1997 Note is discharged.
"Gross Proceeds" means all amounts that are part of a sinking fund or reserve or
replacement fund to the extent allocable to the Series 1997 Notes (including amounts referred to in
Section 4(c) of the Arbitrage Certificate to which this document is attached). Such term shall not
include amounts that are part of a bona fide debt service fund for the Series 1997 Notes.
"Rebate Amount" means the rebate amount with respect to the Series 1997 Notes
calculated as of the Calculation Date in the manner provided in 26 CFR §§ 1.148-1 -.148-11.
2. In General
In order for interest on the Series 1997 Notes to be excluded from gross income, arbitrage
profits earned from investing Gross Proceeds must be paid to the United States no later than 60 days
after the Calculation Date.
3. Rebate Fund and Payment
(a) If there are any Gross Proceeds, the Village shall calculate the Rebate Amount as of
the Calculation Date no later than 50 days after the Calculation Date.
(b) If the amount in the Rebate Fund is less than the Rebate Amount calculated as of the
Calculation Date, the Village shall deposit into the Rebate Fund the amount necessary to increase
the amount therein to the Rebate Amount no later than 60 days after the Calculation Date.
(c) The Village shall pay the full amount, if any, required to be paid to the United States
out of amounts in the Rebate Fund no later than 60 days after the Calculation Date.
MIA.51143:1
A-1
4. Rebate Calculation
(a) The Rebate Amount as of the Calculation Date is computed by future valuing certain
investment receipts and payments at an interest rate equal to the yield on the Series 1997 Notes
computed as of the Calculation Date.
(b) The yield on the Series 1997 Notes is 4.52%, computed on the basis of a 30 day
month and 360 day year and with interest compounded semiannually. For purposes of computing
the yield on the Series 1997 Notes, the issue price of the Series 1997 Notes is $7,200,000.
(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 such calculations 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 Series 1997 Note is discharged.
(d) Payments to the United States shall be filed with the Internal Revenue Service Center,
Philadelphia, Pennsylvania 19255 on or before the payment is required to be paid and shall be
accompanied by Form 8038-T or such other form as is prescribed for such purpose.
5. Investment Restrictions
(a) No investment (other than a United States Treasury security of the State and Local
Government Series) of Gross Proceeds shall 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 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 Series 1997 Notes; (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 contract takes into account as a
significant factor the Village's reasonably expected drawdown schedule for the funds 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.
MIA.51143:1
A-2
6. Compliance
The Village shall take all necessary and desirable steps to comply with the requirements and
provisions and procedures hereunder to insure that interest on the Series 1997 Notes is excluded
from federal gross income; provided that compliance with any such requirement shall not be required
in the event the Village obtains an opinion of nationally recognized bond counsel that (i) compliance
with such requirement is not necessary to maintain such exclusion; or (ii) compliance with some
other requirement in lieu of such requirement will satisfy the requirements of section 148 of the
Code (and such other requirement is complied with).
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 1st day of April,
1997.
VILLAGE OF KEY BISCAYNE, FLORIDA
By:
C. Samuel Kis(nger, Village Manager
MIA:51143:1
A-3
Form
8038-G Information Return for Tax -Exempt Governmental Obligations
► Under Internal Revenue Code section 149(e)
(Rev May 1995) O. See separate Instructions.
Department of the Treasury (Note: Use Form 8038 -GC if the issue price is under $100,000 )
Internal Revenue Service
Part I
OMB No 1545-0720
Reporting Authority If Amended Return, check here
1 Issuer's name
Village of Key Biscayne, Florida
2 Issuer's employer identification number
65-0291811
3 Number and street (or P 0 box if mail is not delivered to street address)
85 West McIntyre Street
Room/suite
4 Report number
G19 97-1
5 City, town, or post office, state, and ZIP code
Key Biscayne, FL 33149
6 Date of issue
April 1, 1997
7 Name of issue
Stormwater Utility Revenue Bond Anticipation Notes, Series 1995
8 CUSIP number
N/A
an II j Type of Issue (check applicable box(es) and enter the issue price
9 Education (attach schedule -see
10 Health and hospital (attach schedule
11 Transportation
12 Public safety
13 ® Environment (including sewage
14 Housing
15 Utilities
16 Other Describe (see instructions)
17 If obligations are tax or other revenue
18 If obligations are in the form of a lease
instructions) . . . . . . . . . . . . . . . .. .. . . . . . .
-see instructions)
bonds) .. .. .. . . . . .. . . .
..
►
9
$
10
11
12
13
7,200,000
14
15
16
anticipation bonds, check box ►
or installment sale, check box ► fl
Part Ill Description of Obligations
(a)
(b)
(c)
(d)
(e)
(f)
(g)
Maturity date
Interest rate
Issue price
Stated redemption
Weighted
Yield
Net interest
price at maturity
average maturity
cost
19 Final maturity ..
—3/31/98
4.52 %
7,200,000
7,200,000
.
20 Entire issue . . .
7,200,000 7,200,000 .997 years
4.52 %
4.52
Part IV Uses of Proceeds of gond Issue (
ncluding underwriters' discount)
21 Proceeds used for accrued interest .. .
21
0
22 Issue price of entire issue (enter amount from line 20, column (c))
. . .
22
7,200,000
23 Proceeds used for bond issuance costs (including underwriters' discount)
23
24 Proceeds used for credit enhancement
24
25 Proceeds allocated to reasonably required reserve or replacement fund
25
26 Proceeds used to currently refund prior issues
26
7,200,000
27 Proceeds used to advance refund prior issues . . . . .. .. . . .
27
28 Total (add lines 23 through 27)
28
7,200,000.00
29 Nonrefunding proceeds of the issue (subtract line 28 from line 22 and enter amount here) . . . . . . .
29
O. 00
Part V
30
31
32
33 Enter the date(s) the refunded bonds were issued ►April 17, 1995
►
Description of Refunded Bonds (Complete this part only for refunding bonds.
Enter the remaining weighted average maturity of the bonds to be currently refunded
Enter the remaining weighted average maturity of the bonds to be advance refunded
Enter the last date on which the refunded bonds will be called ► April 1, 1997
. 03 years
years
Part VI
Miscellaneous
34 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . .
35 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(B)(i)(lll) (small issuer exception)
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
b Enter the final maturity date of the guaranteed investment contract .. ►
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box . ►
issuer ► and the date of the issue . ►
38 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ►
39 If the issuer has identified a hedge, check box ►
34
35
36a
0
0
0
37a
0
and enter the name of the
Please
Sign
Here
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and
belief, they are true, correct, and complete
4/1/97 ► C. Samuel Kissinger, Village
Signature of issuer's authorized representative Date Type or print name and title Manager
For Paperwork Reduction Act 1 lotice, see page 1 of the Instructions. Form 8038-G (Rev 5-95)
RUDEN
MCCLOSKY
SMITH
SCHUSTER &
RUSSELL, P.A.
ATTORNEYS AT LAW
April 1, 1997
The Village Council of the
Village of Key Biscayne, Florida
SunTrust Bank, Miami, National Association
Miami, Florida
First Union National Bank of Florida
Miami, Florida
701 BRICKELL AVENUE
SUITE 1900
MIAMI, FLORIDA 33131
(305) 789-2700
FAX (305) 789-1793
WRI LER'S DIRECT DIAL NUMBER. (305) 789-2762
E-MAIL JDD rQRUDEN COM
Re: 1997 Extension of $7,200,000 Village of Key Biscayne, Florida Stormwater Utility
Revenue Bond Anticipation Notes, Series 1995
Ladies and Gentlemen:
We acted as bond counsel in connection with the issuance by the Village of Key Biscayne,
Florida (the "Village") of its $7,200,000 Stormwater Utility Revenue Bond Anticipation Notes,
Series 1995 (the "Original Notes") issued and delivered on April 17, 1995. In such capacity, we
rendered our approving legal opinion, dated April 17, 1995, with respect to the Original Notes (the
"Approving Opinion").
The Original Notes were issued pursuant to Ordinance No. 95-3 (the "Original Ordinance")
duly adopted by the Village Council of the Village on March 28, 1995 and Resolution No. 95-11 (the
"Original Resolution"), duly adopted by the Village Council on April 11, 1995. The Original
Ordinance was amended by Ordinance No. 97-9 adopted on March 11. 1997 (the "Amending
Ordinance") and the Original Resolution was amended by Resolution No. 97-11, adopted on
March 11, 1997 (the "Amending Resolution" and, collectively with the Original Ordinance, the
Original Resolution and the Amending Ordinance, the "Note Ordinance") to extend the term of the
Original Notes for an additional 364 days (the Notes, as amended to extend their term, are hereinafter
referred to as the "Amended Notes").
We have examined a certified copy of the Amending Ordinance and Amending Resolution
and such other documents and certifications as we have deemed necessary to render this opinion.
In rendering this opinion, we have relied upon such documents and certifications and upon the
matters identified, and to the same extent specified, in the Approving Opinion.
On the basis of the foregoing, we are of the opinion that, under existing law:
MIA 50536 1
CIIDT I Al IfICDf1A1 E • AAIAAAI • I.IADI CC n• CT DCTCDCDI ID!` - CAD Acr-TA - TAI I Al IAcclr — TAL1nA
The Village Council of the Village of Key Biscayne
SunTrust Bank, Miami, National Association
First Union National Bank of Florida
April 1, 1997
Page 2
1. The Amending Ordinance and the Amending Resolution have been duly adopted by
the Village and constitute valid and binding obligations of the Village, enforceable in accordance
with their respective terms.
2. The Amended Notes have been duly authorized by the Village. The Amended Notes
constitute valid and binding limited obligations of the Village, enforceable in accordance with their
terms, payable in accordance with, and as limited by, the terms of the Note Ordinance, solely from
the Pledged Revenues, as defined in the Note Ordinance. The Amended Notes do not constitute a
debt of the Village within the meaning of any constitutional or statutory provision, or a pledge of
the faith and credit of the Village. The issuance of the Amended Notes shall not directly or
indirectly or contingently obligate the Village to levy or to pledge any form of taxation whatsoever
therefor nor shall the Amended Notes constitute a charge, lien or encumbrance, legal or equitable,
upon any property of the Village, and the owners of the Amended Notes shall have no recourse to
the taxing power of the Village.
3. The Original Notes are considered retired and reissued as a new obligation (i.e., as
the Amended Notes) for federal income tax purposes. Under existing statutes, regulations, rulings
and judicial decisions, interest on the Amended Notes is excluded from gross income for federal
income tax purposes. Interest on the Amended Notes is not an item of tax preference for purposes
of the federal alternative minimum tax imposed on individuals and corporations; however, such
interest is taken into account in determining adjusted current earnings for purposes of computing the
alternative minimum tax imposed on corporations under the Internal Revenue Code of 1986, as
amended (the "Code"). Ownership of the Amended Notes may result in collateral federal tax
consequences to certain taxpayers. We express no opinion regarding other federal tax consequences
resulting from the ownership, receipt or accrual of interest on, or disposition of, the Amended Notes.
The opinion set forth in the preceding paragraph assumes continuing compliance by the
Village with certain requirements of the Code that must be met after the date of the issuance of the
Amended Notes in order for interest on the Amended Notes to be excluded from gross income for
federal income tax purposes. The failure to meet these requirements may cause interest on the
Amended Notes to be included in gross income for federal income tax purposes retroactively to the
date of issuance of the Amended Notes. The Village has covenanted in the Note Ordinance to take
the actions necessary to comply with such requirements.
We are further of the opinion that the Amended Notes are "qualified tax-exempt obligations"
within the meaning of Section 265(b)(3) of the Code. Accordingly, a financial institution's interest
expense allocable to interest on the Bonds will be reduced by 20% under Section 291(a)(3) of the
Code (rather than disallowed under Section 265(b) of the Code).
4. The Amended Notes are exempt from the intangible personal property tax imposed
pursuant to Chapter 199, Florida Statutes.
This opinion is qualified to the extent that the rights of the holders of the Amended Notes and
the enforceability of the Amended Notes and the Note Ordinance may be limited by bankruptcy,
MIA 50536 1
The Village Council of the Village of Key Biscayne
SunTrust Bank, Miami, National Association
First Union National Bank of Florida
April 1, 1997
Page 3
insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally,
now or hereafter in effect, and by the exercise of judicial discretion in appropriate cases in
accordance with equitable principles.
Respectfully submitted,
RUDEN, McCLOSKY, SMITH,
SCI JUSTER & RUSSELL, P.A.
MIA:50536.1
WEISS SEROTA & HELFMAN, P.A.
ATTORNEYS AT LAW
2665 SOUTH BAYSHORE DRIVE
ROY J. BAROUET
STEPHEN S. SODDEN
NINA L BONISKE
DANIEL H COULTOFF
L ROBERT ELIAS
EDWARD G. GUEDES
STEPHEN J. HELFMAN
JILL A. JARKESY*
SUSAN LEVINE
GILBERTO PASTORIZA
ELLEN N. SAUL*
GAIL D. SEROTA*
JOSEPH H. SEROTA
RICHARD JAY WEISS
DAVID M. WOLPIN
STEVEN W. ZELKOWITZ
SUITE 420
BROWARD OFFICE
MIAMI, FLORIDA 33133 888 EAST LAS OLAS BOULEVARD
SUITE 710
FORT LAUDERDALE, FLORIDA 33301
TELEPHONE (305) 854-0800 TELEPHONE (954) 763-1189
TELECOPIER (305) 854-2323
April 1, 1997
The Village Council of the
Village of Key Biscayne, Florida
Key Biscayne, Florida
SunTrust Bank, Miami, National Association
Miami, Florida
First Union National Bank of Florida
Miami, Florida
Ruden, McClosky, Smith, Schuster & Russell, P.A.
Miami, Florida
PALM BEACH OFFICE
1872 SOUTHWEST 17TH STREET
BOCA RATON, FLORIDA 33486
TELEPHONE (561) 392-8762
TELECOPIER (561) 392-7551
*OF COUNSEL
RE: 1997 Extension of $7,200,000.00 Village of Key Biscayne,
Florida Stormwater Utility Revenue Bond Anticipation
Notes, Series 1995
Ladies and Gentlemen:
We acted as Village Attorney for the Village of Key Biscayne,
Florida (the "Village") in connection with the issuance of the
Village's $7,200,000.00 Stormwater Utility Revenue Bond
Anticipation Notes, Series 1995 (the "Original Notes") issued and
delivered on April 17, 1995. In such capacity, we rendered an
opinion, dated April 17, 1995, with respect to the Original Notes
(the "Prior Opinion").
The Original Notes were issued pursuant to Ordinance No. 95-3
(the "Original Ordinance") duly adopted by the Village Council of
the Village on March 28, 1995 and Resolution No. 95-11 (the
"Original Resolution"), duly adopted by the Village Council on
April 11, 1995. The Original Ordinance was amended by Ordinance
No. 97-9 adopted on March 11, 1997 (the "Amending Ordinance") and
the Original Resolution was amended by Resolution No. 97-11,
adopted on March 11, 1997 (the "Amending Resolution" and,
collectively with the Original Ordinance, the Original Resolution
and the Amending Ordinance, the "Note Ordinance") to extend the
term of the Original Notes for an additional 364 days (the Notes,
as amended to extend their term, are hereinafter referred to as the
"Amended Notes").
The Village Council of the
Village of Key Biscayne, Florida
SunTrust Bank, Miami, National Association
First Union National Bank of Florida
Ruden, McClosky, Smith, Schuster & Russell, P.A.
April 1, 1997
Page 2
We have examined a certified copy of the Amending Ordinance
and Amending Resolution, the Village Charter, as amended (the
"Charter") and such other documents as we have deemed necessary to
render this opinion. In rendering this opinion, we have relied
upon such documents and upon the matters identified, and to the
same extent specified, in the Prior Opinion.
On the basis of the foregoing, we are of the opinion that:
1. The Amending Ordinance and the Amending Resolution have
been duly adopted by the Village and constitute legal, valid and
binding obligations of the Village, enforceable in accordance with
their respective terms, except as enforcement may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or
other laws relating to or affecting creditor's rights generally or
by general principles of equity.
2. The issuance and delivery of the Amended Notes and the
adoption of the Amending Ordinance and the Amending Resolution and
compliance with the provisions thereof, under the circumstances
contemplated thereby, are permitted under the provisions of the
Charter and, to the best of our knowledge without undertaking any
independent research, do not and will not in any way constitute a
breach or default under any agreement or other instrument to which
the Village is a party or any existing law, regulation, court order
or consent decree to which the Village is subject.
3. To the best of our knowledge, after due inquiry, there is
no action, suit, proceeding or investigation at law or in equity
before or by any court, public board or body, pending or threatened
against or affecting the Village, wherein an unfavorable decision,
ruling or finding would materially adversely affect the Village's
obligations under the Note Ordinance or adversely affect the
validity of the Amended Notes or the security therefor.
Respectfully submitted,
Weiss Serota & Helfman, P.A.
By l
103001
WEISS SEROTA & HLLFMAN, P.A.
STATE OF FLORIDA
DIVISION OF BOND FINANCE
LOCAL BOND MONITORING SECTION
This form represents an update and compilation of the BF2003, BF2004-A and BF2004-B forms.
• Bond Information forms (BF2003) are required to be completed by local governments pursuant to Chapter 19A-1 003, Florida Administrative Code (F A C ).
• Bond Disclosure forms BF2004-A (Competitive Sale) or BF2004-B (Negotiated Sale) are required to be filed with the Division within 1 20 days of the delivery of the
issue pursuant to Sections 218 38(1)(b)1 and 218 38(1)(c)1, Florida Statutes (F.S ), respectively.
• Final Official Statements, if prepared, are required to be submitted pursuant to Section 218 38(1), F S
• Please complete all items applicable to the issuer as provided by the Florida Statutes.
• PURSUANT TO SECTION 218 369, F A , ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS.
(BF2003)
BOND INFORMATION FORM
PART I. ISSUER INFORMATION
1. NAME OF GOVERNMENTAL UNIT: Village of Key Biscayne, Florida
2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER: 85 West McIntyre Street,
Key Biscayne, FL 33149
3. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: Dade
4. TYPE OF ISSUER: COUNTY X CITY AUTHORITY INDEPENDENT SPECIAL DISTRICT
DEPENDENT SPECIAL DISTRICT SPECIFY OTHER
PART II. BOND ISSUE INFORMATION
1. NAME OF ISSUE: 1997 Extension of $7,200,000 Village of Key Biscayne, Florida
Stormwater Utility Revenue Bond Anticipation Notes, Series 1995
2. AMOUNT ISSUED: $7,200,000 3. AMOUNT AUTHORIZED: $7,200,000
4. DATED DATE: 4/1/97
5. SALE DATE: 3/11/97 6. DELIVERY DATE: 4/1/97
7. LEGAL AUTHORITY FOR ISSUANCE: FLORIDA STATUTES Chapter 166
SPECIAL ACTS
OTHER
8. TYPE OF ISSUE: GENERAL OBLIGATION SPECIAL ASSESSMENT
SPECIAL OBLIGATION
X REVENUE COP (CERTIFICATE OF PARTICIPATION) LEASE -PURCHASE BANK LOAN/LINE OF CREDIT
9. A. IS THIS A PRIVATE ACTIVITY BOND (PAB)? YES X NO
B. 1. IF YES, DID THIS ISSUE RECEIVE A PAB ALLOCATION? YES NO
2. IF YES, AMOUNT OF ALLOCATION: $
10. SPECIFIC REVENUE(S) PLEDGED:
(1) PRIMARY covenant to budget and appropriate from legally available non -ad valorem revenues
(2) SECONDARY
(3) OTHER(S)
MIA•51518:1
1 1. A. PURPOSE(S) OF THE ISSUE:
(1) PRIMARY renew and extend outstanding Notes of the Village
(2) SECONDARY
(3) OTHER(S)
B. IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING:
(1) FOR EACH ISSUE REFUNDED LIST: NAME OF ISSUE, DATED DATE, ORIGINAL PAR VALUE (PRINCIPAL
AMOUNT) OF ISSUE, AND AMOUNT OF PAR VALUE (PRINCIPAL AMOUNT) REFUNDED.
None
(2) REFUNDED DEBT HAS BEEN: RETIRED OR DEFEASED
(3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY? YES NO
B. IF YES, APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY?
12. TYPE OF SALE:
COMPETITIVE BID NEGOTIATED X NEGOTIATED PRIVATE PLACEMENT
13. BASIS OF INTEREST RATE CALCULATION, I.E., INTEREST RATE USED TO STRUCTURE THE BOND ISSUE:
NET INTEREST COST RATE (NIC)
CANADIAN INTEREST COST RATE (CIC)
SPECIFY OTHER:
4.52 % TRUE INTEREST COST RATE (TIC)
%
ARBITRAGE YIELD (ARBI)
0/0
14. INSURANCE/ENHANCEMENTS: AGIC AMBAC CGIC CLIC FGIC FSA
HUD MBIA NGM LOCILETTER OF CREDIT) SPECIFY OTHER
X NOT INSURED
15. RATING(S): MOODY'S S&P FITCH DUFF&PHELPS SPECIFY OTHER
X NOT RATED
16. DEBT SERVICE SCHEDULE: ATTACH COMPLETE COPY OF SCHEDULE PROVIDING THE FOLLOWING
INFORMATION:
MATURING DATES (MO/DAY/YR) - 3/31/98
COUPON/INTEREST RATES - 4.52%
ANNUAL INTEREST PAYMENTS - 324,536
PRINCIPAL (PAR VALUE) PAYMENTS - $7,200,000 on 3/31/98
MANDATORY TERM AMORTIZATION - None
1 7. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: prepayable at any time at par
18. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER.
SunTrust Bank, Miami, National Association
One S.E. Third Avenue
Miami, FL 33131
MTA F1F1R 1
19. PROVIDE THE NAME(S) AND ADDRESSIES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED
THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE.
NO BOND COUNSEL NO FINANCIAL ADVISOR NO OTHER PROFESSIONALS
BOND COUNSEL(S):
Ruden: McClosky, Smith, Schuster & Russell, P.A.
701 Brickell Avenue
Suite 1900
Miami, FL 33131
FINANCIAL ADVISORISI/CONSULTANT(S):
Rauscher Pierce Refsnes, Inc.
201 South Biscayne Boulevard
Suite 830
Miami, FL 33131
OTHER PROFESSIONALS:
Weiss Serota & Helf man, P.A.
2665 South Bayshore Drive
Suite 204
Miami, FL 33133
20. PAYING AGENT Village of Key Biscayne NO PAYING AGENT
21. REGISTRAR Village of Key Biscayne NO REGISTRAR
22. COMMENTS:
PART III. RESPONDENT INFORMATION
FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT:
Name and Title Jeffrey D. DeCarlo, Esa. Phone (305) 789-2762
Company Ruden, McClosky, Smith, Schuster & Russell, P.A.
INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If different from above):
Name and Title Phone
Company
Date Report Submitted April 1, 1997
BF2004-A and BF2004-B
NOTE: THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLETED IN FULL FOR ALL BOND ISSUES EXCEPT THOSE SOLD
PURSUANT TO SECTION 154 PART III; SECTIONS 1 59 PARTS II, Ill OR V; OR SECTION 243 PART II, FLORIDA STATUTES.
23. ANY FEE, BONUS, OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN
CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULARLY EMPLOYED OR
ENGAGED BY SUCH UNDERWRITER OR CONSULTANT:
X NO FEE, BONUS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT
(1) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(2) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(3) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(4) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
24. ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND
ISSUE, INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS:
NO FEES PAID BY ISSUER
(1) COMPANY NAME Ruden, McCloskv, Smith, Schuster & Russell, P.A.
FEE PAID: $ 7,500 SERVICE PROVIDED or FUNCTION SERVED: Bond Counsel
(2) COMPANY NAME Rauscher Pierce Refsnes, Inc.
FEE PAID: $ 4,000 SERVICE PROVIDED or FUNCTION SERVED: Financial Advisor
(3) COMPANY NAME Weiss Serota & Helfman, P.A.
FEE PAID: $ 500 SERVICE PROVIDED or FUNCTION SERVED: Village Attorney
(4) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF EXECUTIVE OFFICER OF THE GOVERNING BODY OF THE UNIT OF LOCAL
GOVERNMENT OR THE GOVERNMENTAL OFFICER PRIMARILY RESPONSIBLE FOR COORDINATING THE ISSUANCE OF THE BONDS:
NAME(Typed/Printed): C. Samuel Kissinger SIGNATURE: J
TITLE: Village Manager DATE: April 1, 1997
BF2004-B
ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE
25. MANAGEMENT FEE CHARGED BY UNDERWRITER: $ PER THOUSAND PAR VALUE.
OR
PRIVATE PLACEMENT FEE: $
X NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE
26. UNDERWRITER'S EXPECTED GROSS SPREAD:
X NO GROSS SPREAD
$ PER THOUSAND PAR VALUE.
PART IV. RETURN THIS FORM AND THE FINAL OFFICIAL STATEMENT, IF ONE WAS PREPARED, TO:
Mailing Address: Division of Bond Finance
State Board of Administration
P.O. Drawer 13300
Tallahassee, FL 32317-3300
Courier Deliveries: Division of Bond Finance
State Board of Administration
1801 Hermitage Blvd., Suite 200
Tallahassee, FL 32308
Phone: 904/488-4782
FAX: 904/413-1315
Revised Feb. 1996