HomeMy Public PortalAboutSeries 1995 1998 Extension of $7,200,000.tif1998 Extension
of
$7,200,000
VILLAGE OF KEY BISCAYNE, FLORIDA
Stormwater Utility Revenue Bond Anticipation Notes, Series 1995
MARCH 31, 1998
JDC/B.CLOSE/141823-2/13524.001
ADORNO & ZEDER
A PROFESSIONAL ASSOCIATION
2601 SOUTH BAYSHORE DRIVE.
SUITE 1600
MIAMI, FLORIDA 33133
TELEPHONE (305) 858-5555.
FACSIMILE (305) 858-4777
WORLD WIDE WEB hHp://WWW.ad0TO.COR1.
JEFFREY D. DECARLO
April 28, 1998
Sam Kissinger
Village Manager
Village of Key Biscayne
85 West McIntyre Street, Suite 201
Key Biscayne, Florida 33149
WRITERS DIRECT NO.:
(305) 860-7276
Re: 1998 Extension of $7,200,000 Village of Key Biscayne, Florida
Stormwater Utility Revenue Bond Anticipation Notes, Series 1995
Dear Sam:
Enclosed please find a closing binder for the captioned transaction.
If you have any questions regarding the enclosed, please do not hesitate to call me.
Enclosure
JDC/S.CLOSE/153508/13524.001
Very truly yours,
Jeffrey D. DeCarlo
FORT LAUDERDALE
March 31, 1998
1998 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 Ordinance No. 98-2 authorizing 1998 Extension.
3. Certified copy of Resolution No. 98-6 amending Resolution No. 95-11, together with a copy
of Resolution No. 95-11.
4. Specimen of Amended Note dated March 31, 1998.
5. Cancelled Note dated April 1, 1997.
6. Copy of letter from Bank disclosing the information required by Section 218.385, Florida
Statutes.
7. Copy of notice of impending sale to the Division of Bond Finance required by Section
218.38, Florida Statutes.
8. Incumbency Certificate.
9. Bring -Down Certificate of the Village.
10. Certificate of Village as to Computation of Interest Rate in compliance with Section
215.84(3), Florida Statutes.
11. Arbitrage Certificate.
12. I.R.S. Form 8038-G.
13. Opinion of Adorno & Zeder, P.A.
14. Opinion of Weiss Scrota Helfinan Pastoriza & Guedes, P.A., Village Attorney.
15. Division of Bond Finance Form 2003/2004.
JOC/E.CLOSE/141823-2/13524.001
VILLAGE OF KEY BISCAYNE:
Office of the Village Clerk
Village Council
John F. Festa, Mayor
Mortimer Fried, Vice Mayor
Martha Fdez-Lean Broucek.
Gregory C. Han
Hugh T. O'Reilly
Michele Padovan
Betty Sime
Village Clerk
Conchita H, Alvarez
CERTIFICATION
STATE OF FLORIDA
COUNTY OF DADE
I, Conchita H. Alvarez, duly appointed 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 30th day of March 1998.
chita H. Alvarez
Village Clerk
Village of Key Biscayne, Florida
85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax: (305) 365-8936 • Internet: http://vkb.key-biscayne.fl.us
MISSION STATEMENT "TO PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT."
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 l lth day of March, 1997.
Attest:
CONCHITA H. ALVAREZ, VILLAGE CLERK
APPROVED AS TO FORM AND
LEGAL SUFFICIENCY
RICI RD J. WEISS,
VILLAGE ATTORNEY
2
R JOHN F. FESTA
VILLAGE OF KEY BISCAYNE
Office of the Village Clerk
Village Council
John F. Festa, Mayor
Mortimer Fried, Vice Mayor
Martha Fdez-Ledn Broucek
Gregory C. Han
Hugh T. O'Reilly
Michele Padovan
Betty Sime
Village Clerk
Conchita H. Alvarez
CERTIFICATION
STATE OF FLORIDA
COUNTY OF DADE
I, Conchita H. Alvarez, duly appointed Village Clerk of the Village of Key Biscayne, Florida, do
hereby certify that the attached is a true and correct copy of:
Ordinance No. 95-3 , adopted by the Village Council on March 28, 1995.
IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne,
Florida, this 30th day of March , 1998.
onchita H. Alvarez
Village Clerk
Village of Key Biscayne, Florida
85 West McIntyre Street • KeyBiscayne, Florida 33149 • (305) 365-5506 • Fax: (305) 365-8936 • Internet: http://vkb,key-biscayne.fl.us
MISSION STATEMENT "TO PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT:'
ORDINANCE NO. 95-3
AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA AUTHORIZING THE ISSUANCE OF NOT
EXCEEDING $7,200,000.00 OF STORMWATER UTILITY
REVENUE BOND ANTICIPATION NOTES OF THE VILLAGE
OF KEY BISCAYNE, FLORIDA; PROVIDING FOR A
SUPPLEMENTAL RESOLUTION SETTING FORTH THE
DETAILS OF SAID NOTES; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the Village Council (the "Council") of the Village of
Key Biscayne, Florida (the "Village") desires to authorize the
issuance of not exceeding $7,200,000.00 Stormwater Utility Revenue
Bond Anticipation Notes (the "Notes") for the purpose of expanding
and improving the Stormwater Utility System within the Village, and
paying costs of issuance of the Notes; and
WHEREAS, the Council desires that the Notes be secured by a
covenant to budget and appropriate from legally available Non -Ad
Valorem revenues of the Village, as further specified by subsequent
resolution of the Council, and by Bonds of the Village to be issued
upon the maturity of the Notes; and
WHEREAS, it is the expressed commitment of the Council to
finance the entire financing cost of the Basins 1 - 8 project from
the proceeds of stormwater utility fees;
NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. In accordance with the provisions of the Charter
of the Village of Key Biscayne, Florida and Chapter 166, Florida
Statutes, there are hereby authorized to be issued Stormwater
Utility Revenue Bond Anticipation Notes of the Village, in an
aggregate principal amount not to exceed $7,200,000.00 for the
purpose of expanding and improving the Stormwater Utility System
within the Village, and paying costs of issuance of the Notes. The
Notes shall be designated "Village of Key Biscayne, Florida
Stormwater Utility Revenue Bond Anticipation Notes", or such other
designation as may be approved by supplemental resolution, shall be
dated such date, shall be in such denominations, shall be stated to
mature in such year or years not later than three (3) years from
their date of issuance, shall bear interest from their dated date
at a rate or rates not exceeding the maximum rate permitted by law
at the time of issuance of the Notes, shall be subject to redemption
at the option of the Village at such times and prices, and shall
have such other details, all as shall hereafter be determined by the
Council by supplemental resolution.
Section 2. The Village Manager is hereby authorized to
negotiate with banks or other financial institutions for the
purchase of the Notes and with respect to the terms of the Notes.
The Village Attorney, Bond Counsel and the Financial Advisor, to the
Village are hereby authorized to draft documents and to do all other
things necessary to accomplish the issuance and sale of the Notes.
Section 3. This Ordinance will become effective immediately
upon adoption on second reading.
PASSED AND ADOPTED on first reading this 27th day of March,
1995.
PASSED AND ADOPTED on second reading this 28th day of March,
1995.
OR JOHN F. FESTA
GUIDO H. INGUANZO, JR., VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
roe
J. W SS, LLAGE ATTORNEY
-2-
Office of the Village Clerk
Village Council
John F. Festa, Mayor
Mortimer Fried, Vice Mayor
Martha Fdez-Le6n Broucek
Gregory C. Han
Hugh T. O'Reilly
Michele Padovan
Betty Sime
Village Clerk
Conchita H. Alvarez
CERTIFICATION
STATE OF FLORIDA
COUNTY OF DADE
I, Conchita H. Alvarez, duly appointed Village Clerk of the Village of Key Biscayne, Florida, do
hereby certify that the attached is a true and correct copy of:
Ordinance No. 98-2 , adopted by the Village Council on March 10, 1998.
IN WITNESS WHEREOF, I hereunto set my hand. and affix the Seal of the Village of Key Biscayne,
Florida, this 30th day of March , 1998.
Adc,a
ocn hita H. Alvarez
Village Clerk
Village of Key Biscayne, Florida
85West McIntyre Street • KeyBiscayne, Florida 33149 • (305)365-5506 • Fax:(305)365-8936 • Internet: http://vkb.key-his ayne.if.us
MISSION STATEMENT "TO PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT:'
li
ORDINANCE NO. 98-2
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;
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, on March 11, 1997, the Council adopted Ordinance No. 97-9 and Resolution
No. 97-11 authorizing and setting forth the terms of an extension of the Notes for an additional 364
days; and
WHEREAS, the Notes mature on March 31, 1998 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
eighty percent (80%) or less of the one year U.S. Treasury Note rate as of the redelivery date of the
amended Notes; and
WHEREAS, the Council hereby determines it to be in the best interests of the Village to
extend the term of the Notes.
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 for up to an additional 364
days and in an amount up to the entire $7,200,000 principal amount outstanding. The details of such
extension, the principal amount to be renewed and the extension term shall be determined by this
Council by supplemental resolution (which may be an amendment to the Note Resolution).
SECTION 2. OTHER TERMS. All provisions of the Ordinance, as amended by Ordinance
No_ 97-9, shall remain the same.
SECTION 3 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 Ordinance.
SECTION 4. EFFECTIVE DATE. This Ordinance will become effective immediately upon
adoption on second reading.
PASSED AND ADOPTED on first reading this 24th day of February, 1998.
PASSED AND ADOPTED on second reading this 10th day of March, 1998.
AYOR JOHN F. FESTA
ST:
CONCHITA H. ALVAREZ, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
RICHARD J. WEISS, VILLAGE ATTORNEY
Office of the Village Clerk
Village Council
John F. Festa, Mayor
Mortimer Fried, Vice Mayor
Martha Fdez-Leda Broucek
Gregory C. Han
Hugh T. O'Reilly
Michele Padovan
Betty Sime
Village Clerk
Conchita H, Alvarez
CERTIFICATION
STATE OF FLORIDA
COUNTY OF DADE
I, Conchita H. Alvarez, duly appointed Village Clerk of the Village of Key Biscayne, Florida, do
hereby certify that the attached is a true and correct copy of:
Resolution No. 98-6 , adopted by the Village Council on March 10, 1998.
IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne,
Florida, this 30th day of March 1998.
cchita H. Alvarez
Village Clerk
Village of Key Biscayne, Florida
85 West McIntyre Street • Key Biscayne, Florida 33149 • (305)365-5506 • Fax:(305)365-8936 • Internet:http://vkb.key-biscayne.fLus
MISSION STATEMENT '70 PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT."
RESOLUTION NO. 98-6
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, on March 11, 1997, the Council adopted Ordinance No. 97-9 and Resolution
No. 97-11 authorizing and setting forth the terms of an extension of the Notes for an additional 364
days (the "1997 Note Extension"); and
WHEREAS, Resolution No. 97-11 amended Resolution 95-11 to provide for the 1997 Note
Extension; and
WHEREAS, the Notes mature on March 31, 1998 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
eighty percent (80%) 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 the date hereof, 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.
CT)
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA AS FOLLOWS:
Section 1. AMENDMENT OF RESOLUTION. The Note Resolution, as amended by
Resolution No. 97-11, is hereby amended as follows:
(a) The second (2nd) 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-seven percent (77%) 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 Acting 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 ADOP 1ED this 10th day of March, 1998.
CONCHITA H. ALVAREZ, VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
RICI3ARD J. WEISS, VILLAGE ATTORNEY
k VILLAGE OF KEY BISCAYNE
Office of the Village Clerk
Village Council
John F. Festa, Mayor
Mortimer Fried, Vice Mayor
Martha Fdez-Leen Broucek
Gregory C. Han
Hugh T. O'Reilly
Michele Padovan
Betty Sime
Village Clerk
Conchita H. Alvarez
CERTIFICATION
STATE OF FLORIDA
COUNTY OF DADE
I, Conchita H. Alvarez, duly appointed Village Clerk of the Village of Key Biscayne, Florida, do
hereby certify that the attached is a true and correct copy of:
Resolution No. 95-11 , adopted by the Village Council on April 11, 1995.
IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne,
Florida, this 30th day of March 1998.
ac,gleyee
Conchita H. Alvarez
Village Clerk
Village of Key Biscayne, Florida
85 West McIntyre street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax: (305) 365-8936 • Internet: http://vkb,key-biscayneaus
MISSION STATEMENT "TO PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT:'
RESOLUTION NO. 95-11
A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA, AUTHORIZING THE ISSUANCE OF
STORMWATER UTILITY REVENUE BOND ANTICIPATION
NOTES, SERIES 1995, OF THE VILLAGE OF KEY
BISCAYNE, FLORIDA, IN THE AGGREGATE
PRINCIPAL AMOUNT OF $7,200,000 FOR THE
PURPOSE OF EXPANDING AND IMPROVING THE
STORMWATER UTILITY SYSTEM WITHIN THE
VILLAGE, AND PAYING COSTS OF ISSUANCE OF THE
NOTES; AWARDING THE SALE OF THE NOTES TO KEY
BISCAYNE BANK AND TRUST COMPANY AND FIRST
UNION NATIONAL BANK OF FLORIDA; PROVIDING
FOR SECURITY FOR THE NOTES; PROVIDING OTHER
PROVISIONS RELATING TO THE NOTES; MAKING
CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the Village Council (the "Council") of the Village
of Key Biscayne, Florida (the "Village") desires to authorize
the issuance of stormwater utility revenue bond anticipation
notes in an aggregate principal amount of $7,200,000 for the
purpose of expanding and improving the Stormwater Utility
System within the Village (the "Project"), and paying costs of
issuance of the notes; and
WHEREAS, pursuant to an Ordinance passed and adopted on
second reading on March 28, 1995; Council has authorized notes
to be issued to finance the Project in an amount not to exceed
$7,200,000 (the "Ordinance"), with the terms of the notes to be
determined by supplemental resolution; and
WHEREAS, because of its developmental timetable, the
Village must proceed immediately to obtain interim financing
that will enable it to begin construction of the Project; and
WHEREAS, the Village has solicited proposals for the
interim financing of the Project; and
WHEREAS, the Council hereby determines to accept a
commitment (the "Commitment") from Key Biscayne Bank and Trust
Company and First •Union National Bank of Florida (collectively,
the "Bank") to purchase such notes;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF
THE VILLAGE OF KEY BISCAYNE, FLORIDA:
SECTION 1. AUTHORIZATION OF NOTES. Pursuant to the
provisions of this Note Resolution and the Ordinance,
stormwater utility revenue bond anticipation notes of the
village to be designated "Village of Key Biscayne, Florida,
Stormwater Utility Revenue Bond Anticipation Notes, Series
1995" (the "Notes"), are hereby authorized to be issued in an
aggregate principal amount of $7,200,000 for the purpose of
financing costs of the Project and paying costs of issuance of
the Notes. The Notes shall be payable only from the sources
identified in this Resolution and from proceeds of revenue
bonds in anticipation of which the Notes are being issued
(when, as and if such bonds are issued). The Village intends
to issue stormwater utility revenue bonds at or prior to the
date of maturity of the Notes. The issuance of such bonds in a
principal amount not to exceed the principal amount of the
Notes for the purpose of paying the principal of the Notes is
hereby authorized; however, such authorization shall not
obligate the Village to issue such bonds or to issue bonds in
any specific amount.
SECTION 2. TERMS OF THE NOTES. The Notes shall be issued
in fully registered form without coupons. The principal of and
interest on the Notes shall be payable when due 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 Owners of the Notes ("Owners") or their legal
representatives at the addresses of the Owners as they appear
on the registration books of the Village.
The Notes shall be dated the date of their issuance and
delivery and shall be initially issued as one Note in the
denomination of $7,200,000. The Notes shall mature on April 1,
1997.
Subject to adjustment as provided below, the Notes shall
bear interest on the outstanding principal balance from their
date of issuance payable semi-annually on the first day of each
April and October (the "Interest Payment Dates"), commencing
October 1, 1995, at an interest rate equal to 4.89% per annum.
Interest on the Notes 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 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
regulations, 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 interst 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 maximum effective federal
corporate tax rate (the "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 'Vila. 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
3
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 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 the Notes shall be payable in full upon
their maturity date of April 1, 1997.
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 NOTES 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, AS DEFINED IN
THIS RESOLUTION, AND FROM THE PROCEEDS OF REVENUE BONDS IN
ANTICIPATION OF WHICH THE NOTES ARE BEING ISSUED (WHEN, AS AND
IF SUCH, BONDS ARE ISSUED),. THE ISSUANCE OF THE NOTES SHALL NOT
DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO
LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR
SHALL THE NOTES CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE,
LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE VILLAGE, AND THE
HOLDERS OF THE NOTES SHALL HAVE NO RECOURSE TO THE POWER OF
TAXATION.
,SECTION 3. EXECUTION OF NOTES. The Notes shall be signed
in the name of the Village by the Mayor and the Village Clerk,
and its seal shall be affixed thereto or imprinted or
reproduced thereon. The signatures of the Mayor and Village
Clerk on the Notes may be manual or facsimile signatures,
provided that the signature of one of such officers shalt be a
manual signature. In case any one or more of the officers who
shall have signed or sealed any of the Notes shall cease to be
such officer of the Village before the Notes so signed and
sealed shall have been actually sold and delivered, such Notes
may nevertheless be sold and delivered as herein provided and
may be issued as if the person who signed and sealed such Notes
had not ceased to hold such office. Any Notes may be signed
and sealed on behalf of the Village by such person as at the
actual time of the execution of such Notes shall hold the
proper office, although at the date of such Notes such person
may not have held such office or may not have been so
authorized.
SECTION 4. NEGOTIABILITY, REGISTRATION AND CANCELLATION.
The Village shall serve as Registrar and as such shall keep
books for the registration of Notes and for the registration of
transfers of Notes. 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 the Village and with guaranty of signatures
satisfactory to the Village, along with the social security
number or federal employer identification number of any
transferee and, if the transferee is a trust, the name and
social security or federal tax identification numbers of the
settlor and beneficiaries of the trust, the date of the trust
and the name of the trustee. Notes may be exchanged for one or
more Notes of the same aggregate principal amount and maturity
and in 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 Bond shall
be effective until entered on the registration books maintained
by the Village.
The Village may deem and treat the person in whose name any
Bond shall be registered upon the books kept by the Village as
the absolute Owner of such Bond, whether such Bond shall be
overdue or not, for the purpose of receiving payment of, or on
account of, the principal of .and interest on such Bond as they
become due and for all other purposes. All such payments so
made to any such Owner or upon his order shall be valid and
effectual to satisfy and discharge the liability upon such Bond
to the extent of the sum or sums so paid.
In all cases in which Notes are transferred or exchanged in
accordance with this Section, the Village shall execute and
deliver Notes in accordance with the provisions of this
Resolution. All Notes surrendered in any such exchanges or
transfers shall forthwith be cancelled by the Village. There
shall be no charge for any such exchange or transfer of Notes,
but the Village may require the payment of a sum sufficient to
pay any tax, fee or other governmental charge required to be
paid with respect to such exchange or transfer. The Village
shall not be required to transfer or exchange Notes for a
period of 15 days next preceding an Interest Payment Date on
such Notes.
All Notes, the principal and interest -of which, has been
fully Paid, either at or prior to maturity; shall be delivered
5
to the Village when such payment is made, and shall thereupon
be cancelled.
In case a portion but not all of an outstanding Note shall
be prepaid, such Note shall not be surrendered in exchange for
a new Note, but the Village shall make a notation indicating
the remaining outstanding principal of the Notes upon the
registration books. The Note so redesignated shall have the
remaining principal as provided on such registration books and
shall be deemed to have been issued in the denomination of the
outstanding principal balance, which shall be an authorized
denomination.
SECTION 5. NOTES MUTILATED, DESTROYED, STOLEN OR LOST. In
case any Note shall become mutilated or be destroyed, stolen or
lost, the Village may in its discretion issue and deliver a new
Note of like tenor as the Note so mutilated, destroyed, stolen
or lost, in the case of a mutilated Note, in exchange and
substitution for such mutilated Note upon surrender of.such
mutilated Note or in the case of a destroyed, stolen or lost
Note in lieu of and substitution for the Note destroyed, stolen
or lost, upon the Owner furnishing the Village proof of his
ownership thereof, satisfactory proof of loss or destruction
thereof and satisfactory indemnity, complying with such other
reasonable regulations and conditions as the Village may
prescribe and paying such expenses as the Village may incur.
The Village shall cancel all mutilated Notes that are
surrendered. If any mutilated, destroyed, lost or stolen Note
shall have matured or be about to mature, instead of issuing a
substitute Note, the Village may pay the principal of and
interest on such Note upon the Owner complying with the
requirements of this paragraph.
Any such duplicate Notes issued pursuant to this section
shall constitute original, additional contractual obligations
of the Village whether or not the lost, stolen or destroyed
Notes be at any time found by anyone, and such duplicate Notes
shall be entitled to equal and proportionate benefits and
rights as to lien on and source and security for payment from
the funds, as hereinafter pledged, to the extent as all other
Notes issued hereunder.
SECTION 6. FORM OF NOTES. The text of the Notes shall be
of substantially the following tenor, with such omissions,
insertions and variations as may be necessary and desirable and
authorized or permitted by this Resolution.
6
No. R -
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE
STORMWATER UTILITY REVENUE BOND ANTICIPATION NOTE
SERIES 1995
Registered Owner:
Principal Amount: Dollars
KNOW ALL MEN BY THESE PRESENTS, that the Village of Key
Biscayne, Florida (the "Village"), for value received, hereby
promises to pay to the Registered Owner shown above, or
registered assigns, on April 1, 1997, from the sources
hereinafter mentioned, the Principal Amount specified above.
Subject to the rights of prior prepayment described in this
Note, this Note shall mature on April 1, 1997.
This Note is issued under authority of and in full
compliance with the Constitution and laws of the State of
Florida, including particularly Part II of Chapter 166, Florida
Statutes, as amended, the Charter of the Village, Ordinance
No. duly adopted by Village Council of the
Village on , 1995 (the "Ordinance") and
Resolution No. duly adopted by the Village Council of the
Village on 1995 (the "Resolution", and
collectively 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 date 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 (the "Interest Payment Dates"), commencing
October 1, 1995, at an interest rate equal to 4.89% per annum.
7
Interest on this Note shall be computed on the basis of a
360 -day year consisting of twelve (12) thirty -day months.
Adiustment 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.
Adiustment of Interest Rate for partial Taxability. 3n the
event that interest on the Notes during any period becomes
partially taxable because of any change in the tax laws or
regulations, 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
corpoate 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
8
Notes by a fraction equal to ( -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
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
9
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 the Note Ordinance and the
restrictions of Section 166.241(3), Florida Statutes, which
provides, in part, that the governing body of each municipality
make appropriations for each fiscal year which, in any one
year, shall not exceed the amount to be received from taxation
or other revenue sources; and subject, further, to the payment
of services and programs which are for essential public
purposes affecting the health, welfare and safety of the
inhabitants of the Village or which are legally mandated by
applicable law.
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 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
10
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 the Village and with guaranty of
signatures satisfactory to the Village, along with the social
security number or federal employer identification number of
any transferee and, if the transferee is a trust, the name and
social security or federal tax identification numbers of the
settlor and beneficiaries of 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, the Village shall
execute and deliver Notes in accordance with the provisions of
the Resolution. There shall be no chargefor any such exchange
or transfer of Notes, but the Village may require payment of a
sum sufficient to pay any tax, fee or other governmental charge
required to be paid with respect to such exchange or transfer.
The Village shall not be required to transfer or exchange 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
11
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.
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.
IN 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 day of , 1995.
VILLAGE OF KEY BISCAYNE,
FLORIDA
Mayor
Village Clerk
(SEAL)
12
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 the 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 o.r
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 (State)
with right of
survivorship and
not as tenants
in common
Additional abbreviations may also be used though not in the
list above.
13
SECTION 7. COVENANT TO BUDGET AND APPROPRIATE.
The Village hereby covenants and agrees 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 and which are legally available to make
the payments required under this Resolution, 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 herein shall have the
effect of making available in the manner described herein
Non -Ad Valorem Revenues and placing on the Village a positive
duty to appropriate and budget, by amendment, if necessary,
amounts sufficient to meet its obligations under this
Resolution, subject, however, in all respects to the terms of
this Resolution and the restrictions of Section 166.241(3),
Florida Statutes, which provides, in part, that the governing
body of each municipality make appropriations for each fiscal
year which, in any one year, shall not exceed the amount to be
received from taxation or other revenue sources; and subject,
further, to the payment of services and programs which are for
essential public purposes affecting the health, welfare and
14
safety of the inhabitants of the Village or which are legally
mandated by applicable law.
SECTION 8. NOTE FUND. There is hereby created a fund
entitled "Village of Key Biscayne, Florida Stormwater Utility
Revenue Bond Anticipation Notes, Series 1995 Note Fund" (the
"Note Fund").- There shall be deposited into the Note Fund on
each Interest Payment Date sufficient amounts of Non -Ad Valorem
Revenues as specified in Section 7 hereof which, together with
the amounts already on deposit therein, will enable the Village
to pay the principal of and interest on the Notes on each
Interest Payment Date. Moneys in the Note Fund shall be
applied on each Interest Payment Date to the payment of
principal of and interest on the Notes coming due on each such
date.
SECTION 9. INVESTMENT OF NOTE FUND. Subject to Section 12
hereof, funds in the Note Fund may be invested in the following
investments, maturing at or before the time such funds may be
needed to pay principal of or interest on Notes, to the extent
such investments are legal for investment of municipal funds
("Authorized Investments"):
(a) The Local Government Surplus Funds Trust Fund;
(b) Negotiable direct obligations of, or obligations
the principal of and interest on which are unconditionally
guaranteed by, the United States Government at the then
prevailing market price for such securities;
(c) Interest -bearing time deposits or savings
accounts in banks organized under the laws of the State of
Florida (the "State"), in national banks organized under
the laws of the United States and doing business and
situated in the State, in savings and loan associations
which are under State supervision, or in federal savings
and loan associations located in the State and organized
under federal law and federal supervision, provided that
any such deposits are secured by collateral as may be
prescribed by law;
(d) Obligations of the federal farm credit banks; the
Federal Home Loan Mortgage Corporation, including Federal
Home Loan Mortgage Corporation participation certificates;
or the Federal Home Loan Bank or its district banks or
obligations guaranteed by the Government National Mortgage
Association;
(e) Obligations of the Federal National
Association, including Federal National
Association participation certificates and
pass -through certificates guaranteed by the
National Mortgage Association;
15
Mortgage
Mortgage
mortgage
Federal
(f) Securities of, or other interests in, any
open-end or closed -end management type investment company
or investment trust registered under the Investment Company
Act of 1940, 15 U.S.C. ss. 80a-1 et seq., as amended from
time to time, provided the portfolio of such investment
company or investment trust is limited to United States
Government obligations and to repurchase agreements fully
collateralized by such United States Government obligations
and provided such investment company or investment trust
takes delivery of such collateral either directly or
through an authorized custodian; or
(g) Any other investments that at the time are legal
investments for municipal funds.
SECTION 10. APPLICATION OF NOTE PROCEEDS. The proceeds
received upon the sale of the Notes shall be applied
simultaneously with the delivery of the Notes, as follows:
1. The Village shall first use the moneys to pay costs of
issuance of the Notes.
2. The remainder of the proceeds of the sale of the Notes
shall be deposited in the "Village of Rey Biscayne, Stormwater
Utility Revenue Bond Anticipation Notes, Series 1995. Project
Fund" (the "Project Fund"), hereby created, and used only in
connection with the Project.
Pending their use, the proceeds in the Project Fund may be
invested in Authorized Investments, maturing not later than the
date or dates on which such proceeds will be needed for the
purposes of this Note Resolution. Subject to Section 12
hereof, any income received upon such investment shall be
deposited in the Project Fund and applied to costs of the
Project or, at the option of the Village, deposited in the Note
Fund and used to pay interest on the Notes until completion of
the Project. Subject to Section 12 hereof, after the
completion of the Project, any remaining balance of proceeds of
the Notes shall be deposited into the Note Fund and used solely
to pay principal of the Notes.
Such funds shall be kept separate and apart from all other
funds of the Village and the moneys on deposit therein shall be
withdrawn, used and applied by the Village solely for the
purposes set forth herein. Pending such application, the
Project Fund shall be subject to the lien of the Owners of the
Notes for the payment of the principal of and interest on the
Notes.
The registered Owners shall have no responsibility for the
use of the proceeds of the Notes, and the use of such Note
16
proceeds by the Village shall in no way affect the rights of
such registered Owners. The Village shall be obligated to
apply the proceeds of the Notes solely for financing costs of
the Project. However, the Village shall be irrevocably
obligated to continue to pay the principal of and interest on
the Notes notwithstanding any failure of the Village to use and
apply such Note proceeds in the manner provided herein.
SECTION 11. FUNDS. Each of the funds and accounts herein
established and created shall constitute trust funds for the
purposes provided herein for such funds and accounts
respectively. The money in such funds and accounts shall be
continuously secured in the same manner as deposits of Village
funds are authorized to be secured by the laws of the State of
Florida. Except as otherwise provided in Section 10 hereof,
earnings on any investments in any amounts on any of the funds
and accounts herein established and created shall be credited
to such respective fund or account.
The designation and establishment of the funds and accounts
in and by this Note Resolution shall not be construed to
require the establishment of any completely independent,
self -balancing funds, as such term is commonly defined and used
in governmental accounting, but rather is intended solely to
constitute an earmarking of certain revenues and assets of the
Village for the purposes herein provided and to establish
certain priorities for application of such revenues and assets.
SECTION 12. INVESTMENTS AND USE OF PROCEEDS TO COMPLY WITH
INTERNAL REVENUE CODE OF 1986. The Village covenants to the
Owners of the Notes that it will take all actions and do all
things necessary and desirable in order to maintain the
exclusion from gross income for federal income tax purposes of
interest on the Notes, and shall refrain from taking any
actions that would cause interest on the Notes to be included
in gross income for federal income tax purposes. In
particular, the Village will not make or direct the making of
any investment or other use of the proceeds of the Notes which
would cause such Notes to be "private activity bonds" as that
term is defined in Section 141 (or any successor provision
thereto) of the Code or "arbitrage bonds" as that term is
defined in Section 148 (or any successor provision thereto) of
the Code, and all applicable regulations promulgated under the
Code, and that it will comply with the applicable requirements
of Sections 141 and 148 of the Code and the aforementioned
regulations throughout the term of the Notes.
SECTION 13. DESIGNATION UNDER SECTION 265(b)(3) OF THE
CODE. The Village hereby designates the Notes as qualified
tax-exempt obligations under Section 265(b)(3) of the Code, and
shall make all necessary filings in order to effectuate such
election. The Village represents that neither the Village. nor
17
any subordinate entities' or entities issuing
obligations on behalf of the Village within the
Section 265(b)(3) of the Code have issued
obligations during calendar year 1995 and neither
nor any such entities expect to issue tax-exempt
during calendar year 1995, other than the Notes.
tax-exempt
meaning of
tax-exempt
the Village
obligations
SECTION 14. ARBITRAGE REBATE COVENANTS. There is hereby
created and established a fund to be held by the Village,
designated the "Village of Key Biscayne Stormwater Utility
Revenue Bond Anticipation Notes, Series 1995, Rebate Fund" (the
"Rebate Fund"). The Rebate Fund shall be held by the Village
separate and apart from all other funds and accounts held by
the Village under this Resolution and from all other moneys of
the Village.
Notwithstanding anything in this Resolution to the
contrary, the Village shall transfer to the Rebate Fund the
amounts required to be transferred in order to comply with the
Rebate Covenants, if any, attached as an Exhibit to the
Arbitrage Certificate to be delivered by the Village on the
date of delivery of the Notes (the "Rebate Covenants"), when
such amounts are so required to be transferred. The Village
Manager shall make or cause to be made payments from the Rebate
Fund of amounts required to be deposited therein to the United
States of America in the amounts -and at the times required by
the Rebate Covenants. The Village covenants for the benefit of
the Owners of the Notes that it will comply with the Rebate
Covenants. The Rebate Fund, together with all moneys and
securities from time to time held therein and all investment
earnings derived therefrom, shall be excluded from the pledge
and lien of this Resolution. The Village shall not be required
to comply with the requirements of this Section 14 in the event
that the Village obtains an opinion of nationally recognized
bond counsel that (i) such compliance is not required in order
to maintain the federal income tax exemption of interest on the
Notes and/or (ii) compliance with some other requirement is
necessary to maintain the federal income tax exemption of
interest on the Notes.
SECTION 15. SPECIAL COVENANTS. The Village shall, within
one hundred eighty (180) days of the end of each fiscal year of
the Village, deliver to the Noteholders a copy of the annual
audited financial statements of the Village.
SECTION 16. COVENANTS BINDING ON VILLAGE AND SUCCESSOR.
All covenants, stipulations, obligations and agreements of the
Village contained in this Resolution shall be deemed to be
covenants, stipulations, obligations and agreements' of the
Village to the full extent authorized or permitted by law, and
all such covenants, stipulations, obligations and agreements
shall be binding upon the successor or successors thereof from
18
time to time and upon the officer, board, body or commission to
whom or to which any power or duty affecting such covenants,
stipulations, obligations and agreements shall be transferred
,by or in accordance with law.
Except as otherwise provided in this Resolution, all
rights, powers and privileges conferred and duties and
liabilities imposed upon the Village or upon the Village
Council by the provisions of this Resolution shall be exercised
or performed by the Village Council or by such officers, board,
body or commission as may be required by law to exercise such
powers or to perform such duties.
No covenant, stipulation, obligation or agreement herein
contained shall be deemed to be a covenant, stipulation,
obligation or agreement of any present or future member of the
Village Council or officer, agent or employee of the Village in
his or,her individual capacity, and neither the members of the
Village Council nor any officer, agent or employee of the
Village executing the Notes shall be liable personally on the
Notes or be subject to any personal liability or accountability
by reason of the issuance thereof.
SECTION 17. EVENTS OF DEFAULT. Each of the following
events is hereby declared an "event of default":
(a) payment of the principal of any of the Notes
shall not be made when the same shall become due and
payable; or
(b) payment of any installment of interest on any of
the Notes shall not be made when the same shall become due
and payable; or
(c) the Village shall default in the due and punctual
performance of any covenant, condition, agreement or
provision contained in the Notes or in this Resolution
(except for default described in subsection (a) or (b) of
this Section) on the part of the Village to be performed,
and such default shall continue for sixty (60) days after
written notice specifying such default and requiring same
to be remedied shall have been given to the Village by any
Owner of any Note; provided that it shall not constitute an
event of default if the default is not one that can be
cured within such sixty (60) days, as agreed by the
Bondholders and the Village, and the Village commences
within such sixty (60) days and is proceeding diligently
with action to correct such default; or
(d) any proceeding shall be instituted with the
consent of the Village for the purpose of effecting a
composition between the Village and its creditors or for
19
the purpose of adjusting the claims of such creditors
pursuant to any federal or state statute now or hereafter
enacted and such proceedings shall not have been dismissed
within thirty (30) days after the institution of the same.
SECTION 1$. REMEDIES; RIGHTS. OF NOTEHOLDERS. Upon the
occurrence and continuance of any event of default specified in
Section 17 hereof, the Owners of the Notes may pursue any
available remedy by suit, at law or in equity to enforce the
payment of the principal of and interest on the Notes then
outstanding.
No delay or omission to exercise any right or power
accruing upon any default or event of default shall impair any
such right or power or shall be construed to be waiver of any
such default or event of default or acquiescence therein; and
every such right and power may be exercised from time to time
and as often as may be deemed expedient. No waiver of any
event of default hereunder shall extend to or shall affect any
subsequent event of default or shall impair any rights or
remedies consequent thereon.
The Village agrees, to the extent permitted by law, to
indemnify the Bank and its directors, officers, employees and
agents from and against any losses, claims, damages,
liabilities and expenses (including, without limitation,
counsel fees and expenses) which may be incurred in connection
with enforcement of the provisions of this Resolution and the
Notes.
SECTION 19. DEFEASANCE. The covenants, liens and pledges
entered into, created or imposed pursuant to this Resolution
may be fully discharged and satisfied with respect to the Notes
in any one or more of the following ways:
(a) by paying the principal of, redemption premium,
if any, and interest on the Notes when the same shall
become due and payable; or
(b) by depositing with an escrow agent certain moneys
irrevocably pledgedpledged to the payment of the Notes, which
together with other moneys lawfully available therefor, if
any, shall be sufficient -at the time of such deposit with
the escrow agent to pay when due the principal, redemption
premium, if any, and interest due and to become due on. said
Notes on or prior to the redemption date or maturity date
thereof; or
(c) by depositing with an escrow agent moneys
irrevocably pledged to the payment of the Notes, which
together with other moneys lawfully available therefor,
when invested by the escrow agent in direct obligations of
20
the United States of America which shall not be subject to
redemption prior to their maturity other than at the option
of the holder thereof, will provide moneys which shall be
sufficient (as evidenced by a verification report of an
independent certified public accountant or firm of
accountants) to pay when due the principal, redemption
premium, if any, and interest due and to become due on said
Notes on or prior to the redemption date or maturity date
thereof.
Upon such payment or deposit with an escrow agent in
the amount and manner provided in this Section 19, the
Notes shall be deemed to be paid and shall no longer be
deemed to be Outstanding for the purposes of this
Resolution and the lien on and pledge of the Pledged
Revenues and all liability of the Village with respect to
said Notes shall cease, terminate and be completely
discharged and extinguished and the holders thereof shall
be entitled to payment solely out of the moneys or
securities so deposited with the escrow agent; provided,
however, that (i) if any Notes are to be redeemed prior to
the maturity thereof, notice of the redemption thereof
shall have been duly given in accordance with the
provisions of Section 2'hereof and (ii) in the event that
any Notes are not by their terms subject to redemption
within the next succeeding sixty (60) days following a
deposit of moneys with the escrow agent in accordance with
this Section, the Village shall have given the escrow agent
in form satisfactory to it irrevocable instructions to mail
to the Owners of such Notes at their addresses as they
appear on the registration books of the Village, a notice
stating that a deposit in accordance with this Section has
been made with the escrow agent and that the Notes are
deemed to have been paid in accordance with this Section
and stating such maturity or redemption date upon which
moneys are to be available for the payment of the -principal
of, premium, if any, and interest on said Notes.
(d) Notwithstanding the foregoing all references to
the discharge and satisfaction of Notes shall include the
discharge and satisfaction of any portion of the Notes.
(e) If any portion of the moneys deposited with an
escrow agent for the payment of the principal of,
redemption premium, if any, and interest on any portion of
the Notes is not required for such purpose, the escrow
agent shall transfer to the Village the amount of such
excess and the Village may use the amount of such excess
free and clear of any trust, lien, security interest,
pledge or assignment securing said Notes or otherwise
existing under this Resolution.
(f) Notwithstanding any of the foregoing, the
21
requirements of Sections 12 and 14 hereof relating to use
and investment of proceeds and rebate amounts due to the
United States pursuant to the Rebate Covenants shall
survive the payment of principal and interest with respect
to the Notes or any portion thereof.
SECTION 20. REIMBURSEMENT OF EXPENSES. Pursuant to
Section 1.150-2 of the Federal Income Tax Regulations, the
Village hereby declares its intent to use proceeds of the Notes
to reimburse expenditures paid prior to the issuance of the
Notes. The purpose of the Notes is stated in Section 1 of this
Resolution. The maximum principal amount of the Notes to be
issued is $7,200,000. This declaration pursuant to Section
1.150-2 is supplemental to the declaration made by the Village
pursuant to Resolution No. 93-6 adopted by the Village Council
on February 23, 1993.
SECTION 21. SALE OF NOTES. Based upon the need for
immediate financing in order to begin construction of the
Project within the period specified in the construction bid
documents for the Project and the uncertainty of the interest
rate environment if sale of the Notes is delayed, the Village
hereby determines the necessity for a negotiated sale of the
Notes. The Village has been provided all applicable disclosure
information required by Section 218.385, Florida Statutes. The
negotiated sale of the Notes is hereby approved to the Bank at
a purchase price of par.
SECTION 21. 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 and to do and
cause to be done any and all acts and things necessary or
proper for carrying out the transaction contemplated by this
Resolution and the other documents identified herein.
SECTION 22. SEVERABILITY. In case any one or more of the
provisions of this Resolution or of any Notes issued hereunder
shall for any reason be held to be illegal or invalid, such
illegality or invalidity shall not affect any other provision
of this Resolution or of the Notes, but this Resolution and the
Notes shall be construed and enforced as if such illegal` or
invalid provision had not been contained therein. The Notes
are issued and this Resolution is adopted with the intent that
the laws of the State shall govern their construction.
SECTION 23. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND
HOLIDAYS. In any case where the date of maturity of interest
on or principal of the Notes shall be a Saturday, Sunday or a
day on which the banks in the State are required, or authorized
or not prohibited, by law (including executive orders) to close
22
and are closed, then payment of such interest or principal need
not be made by the Village on such date but may be made on the
next succeeding business day on which the banks in the State
are open for business.
SECTION 24. OPEN MEETING FINDINGS. It is hereby found and
determined that all official acts of the Village Council
concerning and relating to the adoption of this Resolution and
all prior resolutions affecting the Village Council's ability
to issue the Notes were taken in an open meeting of the Village
Council and that all deliberations of the Village Council or
any of its committees that resulted in such official acts were
in meetings open to the public, in compliance with all legal
requirements, including Section 286.011, Florida Statutes.
SECTION 25. REPEALING CLAUSE. All resolutions or orders
and parts thereof in conflict herewith, to the extent of such
conflicts, are hereby superseded and repealed.
SECTION 26. EFFECTIVE DATE. This Resolution shall take
effect immediately upon its passage and adoption.
PASSED AND ADOPTED this 11th day of April, 1995.
a
JOHN F. FESTA
ATTEST:
/I 4
GUIDO H. INGIIANZO, JR.,
VILLAGE CLERK
APPROVED AS TO LEGAL FORM AND SUFFICIENCY.
V-14 LA
RICHARD J. WEISS,
VILLAGE ATTORNEY
M/I0073D0/04T395
23
No. R-3 •
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE t
STORMWATER UTILITY REVENUE BOND ANTICIPATIO*NOTE
SERIES 1995
Registered Owner: SunTrust Bank, Miami, National Asso
Principal Amount: Seven Million Two Hundred Thous. q "I of . s
$7,200,010
KNOW ALL MEN BY THESE PRESENTS at the Viil. • e of Key Biscayne, Florida (the
"Village"), for value received, hereby promises to pa to the Registered Owner shown above, or
registered assigns, on March 30, 1999, from sources h einafter mentioned, the Principal Amount
specified above. Subject to the rights of ri r prepayme described in this Note, this Note shall
mature on March 30, 1999.
This Note is issued undefauthority and in 11 compliance with the Constitution and laws
of the State of Florida, includin particularly of Chapter 166, Florida Statutes, as amended,
the Charter of the Village, Ord ance No. 95-3 duly adopted by Village Council of the Village on
March 28, 1995, as amended Ornance No. 97-9 duly adopted on March 11, 1997 and as
supplemented by inance o. 'e8-2. ly adopted on March 10, 1998 (collectively, the
"Ordinance") and esolu on No. 9 - d adopted by the Village Council of the Village on April
11, 1995, as ame ded by esolution \ . 9 -11 duly adopted on March 11, 1997 and by Resolution
No. 98-6 duly ad ted o March 10, 1 "` (collectively, the "Resolution", and collectively with the
Ordinance, the "N to dinance"), and is subject to the terms of said Note Ordinance. This Note is
issued for the p o expanding and improving the Stomiwater Utility System within the Village
and paying costs i suance of the Notes. This Note shall be payable only from the sources
identified herein and proceeds of revenue bonds in anticipation of which this Note is being
issued (when, as and if s h bonds are issued). The Village intends to issue stormwater utility
revenue bonds at or prior to e date of maturity of this Note, and the issuance of such bonds has
b n authorized by the Village; such authorization, however, does not obligate the Village to issue
s ch bonds o " su nds in any specific amount.
ubject to adjus nt as provided below, this Note shall bear interest on the outstanding
principal balance from it date of issuance payable semi-annually on the first day of each April and
October, and on the turity date (the "Interest Payment Dates"), commencing October 1, 1995, at
an interest rate equal to 4.89% per annum.
JOc/B.NISC/1A1787/13524..001
Notwithstanding the foregoing, from and after April 1, 1997, the interest rate on this Note
shall be 4.52% per annum, and from and after March 31, 1998 (the "Redelivery Date"), the interest
rate on this Note shall be 4.32% per annum.
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 regulations,
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
JDC/B.MISC/141787/13524.001
2
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
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 teiins of the Note Ordinance and the restrictions of Section 166.241(3), Florida Statutes, which
,oC/3.MISC/141787/13524.001
3
provides, in part, that the governing body of each municipality make appropriations for each fiscal
year which, in any one year, shall not exceed the amount to be received from taxation or other
revenue sources, and subject, further, to the payment of services and programs which are for
essential public purposes affecting the health, welfare and safety of the inhabitants of the Village or
which are legally mandated by applicable law.
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
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:
I. 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 the
Village and with guaranty of signatures satisfactory to the Village, along with the social security
number or federal employer identification number of any transferee and, if the transferee is a trust,
the name and social security or federal tax identification numbers of the settlor and beneficiaries of
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.
J➢C/B.MiSC/141787/13524. 001
4
3. In all cases in which the privilege of exchanging Notes or transferring Notes is
exercised, the Village shall execute and deliver Notes in accordance with the provisions of the
Resolution. There shall be no charge for any such exchange or transfer of Notes, but the Village may
require payment of a sum sufficient to pay any tax, fee or other governmental charge required to be
paid with respect to such exchange or transfer. The Village shall not be required to transfer or
exchange 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.
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, o exist and
have been performed in due time, form and manner as required by the Constitution and tl\e laws of
the State of Florida applicable thereto.
IN WITNESS WHEREOF, the Village of Key Biscayne, Florida has caus this Dote to be
executed by the manual or facsimile signature of its Mayor and of its Villa Clerk, d the Seal of
the Village of Key Biscayne, Florida or a facsimile thereof to be affixe hereto or imprinted or
reproduced hereon, all as of the 31st day of March, 1998. 1
VILLAGE OF KF IS YNE, FLORIDA
4/a/C6
ge Clerk
[SEAL]
J➢C/S.MISC/14r787/13524.001
5
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 the
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 CIF MIN ACT -
(Cust.)
Custodian for
(Minor)
TEN ENT - as tenants by under Uniform Gifts to Minors
the entirety Act of
IT 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.
JDC/B ISC/141707/
524.001
6
$7,200,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE
STORMWATER UTILITY REVENUE BOND ANTI
SERIES 1995
Registered Owner SunTrust Bank, Miami, National Association
Principal Amount:.Seven Million Two Hundred Thousan
KNOW ALL MEN BY THESE PRESENT , that e Village of Key Biscayne, Florida (the
"Village"), for value received, hereby pr ses to a to the Registered Owner shown above, or
registered assigns, on March 31, fro the sources hereinafter mentioned, the Principal Amount
specified above. Subject to the rights of r p7epayment described in this Note, this Note shall
mature on March 31, 1998.
This Note is issued under a thority of and in full compliance with the Constitution and laws
of the State of Florida, including p cut ly Part II of Chapter 166, Florida Statutes, as amended,
the Charter of the Village, Ordinanc N . 95-3 duly adopted by Village Council of the Village on
March 28, 1995, as amende by Ordinance No. 97-9 duly adopted on March 11, 1997 (collectively,
the "Ordinance") and solut n No. 95-11 duly adopted by the Village Council of the Village on
April 11, 1995, as nd by esolution No. 97-11 duly adopted on March 11, 1997 (collectively,
the "Resolution", and llec ' y with the Ordinance, the "Note Ordinance"), and is subject to the
terms of sal to Or ce. This Note is issued for the purpose of expanding and improving the
Stormwater till System within the Village and paying costs of issuance of the Notes. This Note
shall be payable o from the sources identified herein and from proceeds of revenue bonds in
anticipation of w ch ' Note is being issued (when, as and if such bonds are issued). The Village
intends to issue ormwater utility revenue bonds at or prior to the date of maturity of this Note, and
theissuance of ch bonds has been authorized by the Village; such authorization, however, does
not obligate the V age 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
rincipal bal e from its date of issuance payable semi-annually on the first day of each April and
ober, an on the maturity date (the "Interest Payment Dates"), commencing October 1, 1995, at
teres ate 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.
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 therequisite 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 regulations,
then the interest rate on the Notes shall be increased during such period by an amount equal to: (A
B)xCwhere:
(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
2
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 Toss, 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 legalrepresentative 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 llI, 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 the Note Ordinance and the restrictions of Section 166.241(3), Florida Statutes, which
provides, impart, 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
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 NO fh 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 the
Village and with guaranty of signatures satisfactory to the Village, along with the social security
number or federal employer identification number of any transferee and, if the transferee is a trust,
the name and social security or federal tax identification numbers of the settlor and beneficiaries of
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
andinterest 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, the Village shall execute and deliver Notes in accordance with the provisions of the
Resolution.; There shall be no charge for any such exchange or transfer ofNotes, but the Village may
require payment of a sum sufficient to pay any tax, fee or other governmental charge required to be
paid with respect to such exchange or transfer. The Village shall not be required to transfer or
exchange 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 of 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.
x50642:1
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 and
have been performed in due time, form and manner as required by the Constitution and aw of
the State of Florida applicable thereto.
IN WITNESS WHEREOF, the Village of Key Biscayne, Florida has caused Note to be
executed by the manual or facsimile signature of its Mayor and of its Village Clerk, e Seal of
the Village of Key Biscayne, Florida or a facsimile thereof to be affixed hereto or t printed or
reproduced hereon, all as of the 1st day of April, 1997. r
VILLAGE OF KEY BIIC YID FLORIDA
T6t31
1 /
•
Say
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 the
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 I NIF GIF MIN ACT
Custodian for
(Gust.)
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
incommon
Additional abbreviations may also be used though not in the list above.
(Minor)
A:50642:1.
(State)
March 31, 1998
To: Village of Key Biscayne, Florida
Re: 1998 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.
(f) The name and address of the Purchaser is SunTrustBank, Miami National Association, One
S.E. Third Avenue, Miami, FL 33131-1704.
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 4.32%, total interest paid over the life of the
extended Notes will be $311,040.00. The source of icpayment 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
Village. Extending the Notes will result in $311,040.00 of general fund moneys not being
available to finance the other services of the Village for 1 year.
(e)
(g)
JOC/B.CLOSB/141021-2/13524.001
(h)
The Purchaser understands that you require no other disclosures with respect to the Notes.
JOC/B.CLOSE/141521-2/13524.001
Very truly yours,
SUNTRUST BANK, MIAMI, NATIONAL
ASSOCIATION
2
4e $ L,9c✓42,0
ADORNO & ZEDER
A PROFESSIONAL ASSOCIATION
2601 SOUTH BAYSHORE DRIVE
SUITE 1600
MIAMI, FLORIDA 33133
TELEPHONE (305) 858-5555
FACSIMILE (305) 858-4777
WORLD WIDE WEB hdp://WWW.adorno.coRI
JEFFREY D. DECARLO WRITER'S DIRECT NO.:
March 5, 1998
(305) 860-7276
FEDERAL EXPRESS
State of Florida
Division of Bond Finance
State Board of Administration
1801 Hermitage Boulevard, Suite 100
Tallahassee, Florida 32308
Attention: Sharon Williams
Re 1998 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 1998 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 10, 1998. Closing on the Notes is expected to occur
on or about March 31, 1998.
We will send to you Form 2034/2004 when available. If you have any questions,
please do not hesitate to contact the undersigned.
.3DC/B.MISC/143921/13524.001
FORT LAUDERDALE
Division of Bond Finance
March 5, 1998
Page 2
Please execute the acknowledgment on the enclosed copy of this letter and return it
to my attention in the envelope provided for your convenience.
Very truly yours,
Jeffrey D. DeCarlo
JDC:11
Enclosure
I
Title:
Date:
J➢C/B.MISC/143931/13524.001
hereby acknowledge receipt of this letter_
v` NOM
ADORNO 8c ZEDER
A PROFESSIONAL ASSOCIATION
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
Martha Fdez-Leon Broucek
Betty Sime
Beginning Date
of Current Term
November 12, 1996
November 15, 1994
November 12, 1996
November 12, 1996
November 15, 1994
November 16, 1997
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
Nam
John F. Festa
Conchita H. Alvarez
C. Samuel Kissinger
Weiss Serota
Helfman, Pastoriza &
Guedes, P.A.
IN WITNESS WHEREOF, I have hereunt
Village this 31st day of March, 1998.
JDC/B.LBGISL/141999/13524.001
Beginning
Date of
Curry nt Ternn
November 12, 1996
October 14, 1996
March 2, 1992
October 29, 1991
Ending
Date of
CurrentTerm
November 10, 1998
Discretion of Council
Discretion of Council
Discretion of Council
my hand and affixed the official seal of the
Village Clerk
zdAbzia
BRING -DOWN CERTIFICATE OF TAE 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") to extend the term of the Original Notes for an
additional 364 days. The Original Ordinance was supplemented by Ordinance No. 98-2 adopted on
March 10, 1998 (the "1998 Ordinance") and the Original Resolution was further amended by
Resolution No. 98.6 adopted on March 10, 1998 (the "1998 Resolution") to further extend the term
of the Original Notes an additional 364 days. The Original Ordinance, the Amending Ordinance,
the 1998 Ordinance, the Original Resolution, the Amending Resolution and the 1998 Resolution are
hereinafter collectively referred to as the "Note Ordinance". The Original Notes, as amended to
extend their term, are hereinafter collectively 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 cLitificate
is the legally adopted, proper and only seal of the Village.
JDC/B.CLJSE/141%79/13524.001
4. The Village Council duly adopted the 1998 Ordinance and the 1998 Resolution on
March 10, 1998, and neither the 1998 Ordinance nor the 1998 Resolution 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 and the 1998 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 31st day of March, 1998.
Signature
a
JDC/B.CLOSB/141879/13524.001
Title of Office
Mayor
Village Clerk
2
Term of Office
Expires
November 10, 1998
Discretion of Village Council
CERTIFICATE OF VILLAGE AS TO COMPUTATION
OF INTEREST RATE IN COMPLIANCE WITH
SECTION 215.B4(3), FLORIDA STATUTES
The undersigned, Mayor of the Village of Key Biscayne, Florida hereby certifies that (i) the
1998 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 30, 1999
in the aggregate principal amount of $7,200,000 on this date, (ii) such single Note bears interest at
the rate of 4.32% per annum, (iii) as evidenced by the attached copy of a page of Bond Buyer
published on February 27, 1998, the average net interest cost rate, computed in accordance with
Section 215.84(3), Florida Statutes, by adding 300 basis points to 5.36% ("The Bond Buyer 20 Bond
Index" published immediately preceding the first day of the calendar month in which the Amended
Notes are sold) is 8.36%, and (iv) the interest rate on the Amended Notes equal to 4.32% does not
exceed the average net interest cost rate equal to 8.36%.
Dated as of the 31st day of March, 1998.
John F. Festa, Mayor
JDC/B.MISC/141880-2/13524.001
Frida y, February 27, 1998
MARKET STATISTICS
Dollar am ounts are in m illions
Daily
Municipal Bond Index
40 Average Dollar Price
Average Yield to Par Call
Average Yield to Maturity
Market Indicators
Yesterday - Cha nge
e High Date :, �'
123.15 -5/32 126-12 (1/14) .123.15
96. 18 -0.12 99.83 (1/14) 95.98
5.42 +0.01 5.43 (2/24) 5,11
5.24 +0.01 5.24 (2/24) ; 5.10
Current Day's 1898 1998
30 -Day Visible Supply ($mills) °e
Total (Feb 27) $9,243.1 48195 $9,312. 4 ,(2/23) $2,727.1
Competitive $3,454.3 , =$88. 1 $5,757. 9 (2/18) 1,582.9
Negotiated $5,788.8 +$907. 5 $5,788. 8 (2/27) ; .1,144.1
S&P's Blue List Municipals (Feb 26) $1,730. 6 432.4 $1,730.6 (2/26) 591.7
(excluding zero - coupon bonds)
The 30 -Day Visible Supply reflects the total dollar volume of bonds to be offered at competitive bidding and through negotiation Month to Date
over the next 30days. It Includes issues scheduled for sale on the date listed along with anticipated offerings listed in that day's Year to Date
"Competitive Bond Offerings" and 'Negotiated Bond Offeinngs,)ables:
Date Weekly
(2/24) Rates
(2/ 9) Bond Buyer Revenue Bond Index
(1/13) Bond Buyer 20 -Bond Index
(1/13) Bond Buyer 11 -Bond Index
Bond Buyer One Year Note Index ..
Date
New -Issue Sales ($ m ills)
(1/2) . Long - Term Bonds, -7 ,--
' (1/2) Negotiated Bonds
0/2) Competitive Bonds ,
. (1/12) Short -Term Notes
Short -Term Tax -Exempt Yields
Selected M IG -1 No tes •
California Hans 41/2 s (June 98)
Los Angeles Co Trans 41es (June 98) .. ....... ..... .
New York City Rens 41/2s (June 98)
Texas Trans 494s (Aug 98) ....... .. r "
municipal Marke t Data
W ra;'rr
'Commercial Paper (30 -Day)
-One- Month Note (MIG-1) Three - Month
Six -Month
One•Year _
Feb25,1998 Feb 27, 1997
3. 46 3.51
3.51
349. 3.53
._ 3.50:.
Long -Term Bond Sales
Current,.
212598."
5:36%
5. 14%
5.08%
3.56%
+a.$6264M.
3,532 .
2,732.0
192 .5
T hu 2/27!98
$21,320 .3
$36,946.8
Previous
2/19/98
1998
High
Compiled by Joan Lulkovich
1998
late. Low Date
5.29% 5.36% (2/26) 5.25% ( 1/15
5.07% 5.14% (2/26) 4,96% 1/15)
5.00%. 5.08% (2/28) 4 .89% (1/15)
3.53% 3.71% (1/7) 3.51% (2/11)
aof2/1a98 lwl(ofanass wko1921/97
"It REVISED . REVISED
143973 $2,874.3
24094 `- 13,539.9 2,103.2 .
2,428.8 .tt. 849,4 663.9
185 .0 146 .0 398.5
71uu2/20/913 Thru 2/13/98 ThN 2121/97 $15,055 .7 $10,217 .5 $9,390 .1
$32,682 .2 $27,844.0 $20,798.6
U.S. SecuritiesPrices
Prices as of 4 p,m. EDT . Source:GovPX Inc .'s Prophesy Treasury Pricing
Treasury Bills
tinpercenlofdiscount) ,
3M-5/28/98 ,.. .
Treasury Notes and Bonds
(In pads and 32ds) r•
,4Y-451/2 due 2/00
r3Y-559k due 2/01.7
0
Yesterdays
Bid/Offer
5 .-/195 `
5.110/105
5,157/155
Yesterday's
Bid/ORet
99.276/280 •
sq .144146
Bld/Of/er
5.155/155 },
5 .085!'
5.145/137;,
i,. .
•
Pm Dpaeyy'a
BldOfler
9940430+
99.176180,.
:YasfeMay's .
ykid
5.336
5.312
5.427
YYaterday's
Yield Ypltyne
5.567 5938
Total
Volume
1,086
453
1,082
ARBITRAGE CERTIFICATE
The undersigned is the Mayor of the Village of Key Biscayne, Florida (the "Village"), and
hereby certifies the following with respect to the Village's $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. 98-2 adopted by the Village Council on March 10, 1998 and Resolution No. 98-6
adopted by the Village Council on March 10, 1998 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 1998 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 1998 Notes will be used in any manner that would cause the Series 1998 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.
JDC/B.C.OSE/141890-?/13524.001
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 sufficient to pay the principal of and interest on the Series 1998 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 1112 of annual debt service on the Series 1998 Notes). All amounts in the Note Fund will be
expended to pay debt service on the Series 1998 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 1998 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 1998 Notes (or notes or bonds
issued to refund the Series 1998 Notes) will not be invested in taxable investments that produce a
yield over the term of the Series 1998 Notes in excess of the yield on the Series 1998 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 1998 Notes (or notes or bonds issued to refund the Series 1998
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
1998 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 1998 Notes to the extent
necessary to preserve the federal income tax exemption of interest on the Series 1998 Notes.
JDC/B.CLOSE/191690-2/13524.001
2
(e) The yield on the Series 1998 Notes for purposes of this Section 4 is 4.32%,
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 1998 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
commissions and yield reduction payments may be taken into account to the extent permitted
thereunder.
4. Miscell an eons
(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 1998 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 1998 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 1998 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 1998
Notes that would cause the Series 1998 Notes to be "arbitrage bonds" within the meaning of section
148 of the Code. No portion of the proceeds of the Series 1998 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 1998
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).
J➢C/E.CLOSE/141890-2/13524.001
3
0
1998.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 31st day of March,
VILLAGE OF KEY BISCAYNE, FLORIDA
By: _c aQ7&-
f oohn F. Festa, Mayor
UDC/B.CLOSE/141890-2/13524.001
EXHIBIT "4"
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 1998 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 - 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 1998 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 1998 Notes (including amounts referred to
in Section 4(c) of the Arbitrage Certificate to which this document is attached). Such twin shall not
include amounts that are part of a bona fide debt service fund for the Series. 1998 Notes.
"Rebate Amount" means the rebate amount with respect to the Series 1998
Notes calculated as of the Calculation Date in the manner provided in 26 CFR §§ 1.148-1 - 1.148-11.
2. In General
In order for interest on the Series 1998 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.
J➢C/E.CLOSE/141890-2/13524.001
A-1
(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.
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 1998
Notes computed as of the Calculation Date.
(b) The yield on the Series 1998 Notes is 4.32%, 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 1998 Notes, the issue price of the Series 1998 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 1998 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. Tnvestment 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 1998 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 lessthan
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.
JOC/B.CLOSB/141890-2/13524.001
A-2
(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.
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 1998
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 31st day of March,
1998.
JOC/B.CLOSE/141890-2/13524.001
VILLAGE OF KEY BISCAYNE, FLORIDA
By:/`1 S:
ohn F. Festa, Mayor
A-3
ADORNO $c ZEDER
A PROFESSIONAL ASSOCIATION
2601 SOUTH BAVSHORE DRIVE
SUITE 1600
MIAMI, FLORIDA 33133
TELEPHONE (305) 858-5555
FACSIMILE (305) 858-4777
WORLD WIDE WEB http://www.adofno.CORI
JEFFREY D. DECARLO
WRITER'S DIRECT NO.:
Apri12, 1998
(305) 860-7276
CERTIFIED MAIL
RETURN RECEIPT REQUESTED
Internal Revenue Service Center
Philadelphia, Pennsylvania 19255
Re: 1998 Extension of $7,200,000 Village of Key Biscayne, Florida
Stormwater Utility Revenue Bond Anticipation Notes, Series 1995
Gentlemen:
Enclosed please find an originally executed IRS Form 8038-G, Information Return
for Tax -Exempt Governmental Obligations, regarding the above -captioned Notes. Please file
the enclosed form and return the enclosed copy of this letter reflecting your receipt of said
form.
If you have any questions or require additional information, please do not hesitate to
contact me.
Very truly yours,
Jeffrey D. DeCarlo
Enclosure
JDC/E.NISC/140566/13524: 1301
DAos°11
INTERNAL REVENUE SERVICE
FORT LAUDERDALE
0
Please
Sign
Here
Font 8038-G
(Rev. May 1995)
Department of the Treasury
Internal Revenue Service
Information Return for Tax -Exempt Governmental Obligations
► Under Internal Revenue Code section 149(e)
► See separate Instructions.
(Note: Use Form 8038 -GC if the issue price is under $100,000.)
J Reporting Authority
1 Issuers name
VILLAGE OF KEY BISCAYNE, FLORIDA
3 Number and street (or P.O. box if mail is not delivered to street address)
85 WEST MCINTYRE STREET
5 City, town, or post office, state, and ZIP code
KEY BISCAYNE FL 33149
7 Name of issue
Sormwater Utility Revenue Bond Anticipation Notes, Series 1995
1) ; l Type of Issue (check applicable box(es) and enter the issue price)
9 Education (attach schedule -see instructions)
10 0 Health and hospital (attach schedule -see instructions)
11 n Transportation
12 n Public safety
13 K❑ Environment (including sewage bonds)
14 ❑ Housing
15 0 Utilities
16 0 Other. Descnbe (see instructions) ►
17 If obligations are tax or other revenue anticipation bonds, check box
18 If obligations are in the form of a lease or installment sale, check box
Description of Obligations
OMB No. 1545-0720
If Amended Return, check here $1.-
2 Issuer's employer identification number
65-0291811
Room/suite
201
19 Final maturity ..
20 Entire issue .. .
21
22
23
24
25
26
27
28
29
30
31
32
33
Enter thedate(s) the refunded bonds were issued ►April 17, 1995
Miscellaneous
34 Enter the, amount of the state volume cap allocated to the issue under section 141(b)(5)
35 Enterthe anount of the bonds designated by the issuer under section 265(b)(3)(B)()(III) (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 ..1110-
37 Pooled financings: a Proceedsof this issue that are to be used to make loans to other govern i,, rt4 units 37a -0 -
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box . . . ► 0 and enter the name of the
issuer It. and the date of the; issue .. ►
38 tf 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 ► n
tinder penalties of perjury, I declare that I hate eamined this retum and accompanying schedules and statements, and to the best of my knowledge and
belief, they are true, correct, and complete.
(a)
Maturity date
3/30/99
(b)
Interest rate
4.32%
(c)
Issue price
7,200,000
(d)
Stated redemption
price at maturity
7,200,000
7,200,000
Qtr' Uses of Proceeds of Bond Issue Including underwriters' discount)
Proceedsused for accrued interest
Issue price of entire issue (enter amount from Gne 20, column (c))
Proceeds used for bond issuance costs (including underwriters' discount)
Proceeds used for credit enhancement
Proceeds allocated to reasonably required reserve or replacement fund
Proceeds used to currently refund prior issues
Proceeds used to advance refund prior issues
Total (add fines 23 through 27)
Nonrefunding proceeds of the issue (subtract line 28 from line 22 and ente amount here)
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 ► March 31, 1998
(e)
Weighted
average maturity
4 Report number
G1998-1
6 Date of issue
March 31, 1998
8 CUSIP number
N/A
9
10
11
12
13
14
15
16
7,200,000
(f)
Yield
(0)
Net interest
cost
7,200,000
.997 years
23
24
25
26
27
7,200,000
21
.03 years
4.32 %
4.32%
-0-
7,200,000
years
34
35
36a
-0-
- 0-
- 0-
Clad .
3/31/98
Signature of issuer's authorized re fesentative Date
For Paperwork Reduction Act Notice, 6e page 1 of the Instructions.
► C. Samuel Kissinger, Village Manager
Type or print name and title
Form 8038-G (Rev. 5-95)
ISA
STF FED6403F
ADORNO 8c ZEDER
A PROFESSIONAL ASSOCIATION
2601 SOUTH BAYSHORE DRIVE
SUITE 1600
MIAMI, FLORIDA 33133
TELEPHONE (305) 858-5555
FACSIMILE (305) 858-4777
WORLD WIDE WEB http: // W W W.ad0R10.COM
C
JEFFREY D. DCCARLO
The Village Council of the
Village of Key Biscayne, Florida
March 31, 1998
SunTrust Bank, Miami, National Association
Miami, Florida
First Union National Bank of Florida
Miami, Florida
Re: 1998 Extension of $7,200,000 Village of Key Biscayne, Florida
Stormwater Utility Revenue Bond Anticipation Notes, Series 1995
Ladies and Gentlemen:
WRITER'S DIRECT NO.'
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 supplemented by Ordinance No. 98-2 adopted on March 10, 1998 (the "1998
Ordinance"), and the Original Resolution was amended by Resolution No. 97-11 adopted on March
11, 1997 (the "Amending Resolution") and by Resolution No. 98-6 adopted on March 10, 1998 (the
"1998 Resolution" and collectively with the Original Ordinance, the Original Resolution, the
Amending Ordinance, the Amending Resolution and the 1998 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 Note Ordinance and such other documents and
certifications as we have deemed necessary to render this opinion. In rendering this opinion, we have
JDC/B.MISC/141695-2113524.001
FORT LAUDERDALE
The Village Council of the Village of Key Biscayne
SunTrust Bank, Miami, National Association
First Union National Bank of Florida
March 31, 1998
Page 2
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:
1. The Note Ordinance has been duly adopted by the Village and constitutes a valid and
binding obligation of the Village, enforceable in accordance with its 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. Intereston 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.
CDC/B.MISC/141895-2/13524.001
ADORNO 8c ZEDER
A PROFESSIONAL ASSOCIATION
The Village Council of the Village of Key Biscayne
SunTrust Bank, Miami, National Association
First Union National Bank of Florida
March 31, 1998
Page 3
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,
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,
ADORNO & ZEDER, P.A.
J➢C/B.MISC/141895-2/13524.001
d /' .1.
ADORNO 8c ZEDER
A PROFESSIONAL ASSOCIATION
WEISS SEROTA HELFMAN
PASTORIZA & GUEDES, P.A.
ATTORNEYS AT LAW
LILLIAN ARANGO DE LA HOZ*
ROY J. BAROUET
MITCHELL A. BIERMAN
NINA L. BONISKE
DANIEL H. COULTOFF
EDWARD G. GUEDES
STEPHEN J. HELF MAN
JILL A. JARKESY*
GILBERTO PASTORIZA
ELLEN N. SAUL*
GAIL D. SEROTA*
JOSEPH H. SEROTA
DANIEL A. WEISS*
RICHARD JAY WEISS
DAVID M. WOLPIN
STEVEN W. ZELKOWITZ
2665 SOUTH BAYSHORE DRIVE
SUITE 420
MIAMI, FLORIDA 33133
TELEPHONE (305) 854-0800
TELECOPIER (305) 854-2323
WWW.WSH-FLALAW.COM
March 31, 1998
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
BROWARD OFFICE
B88 EAST LAS OLAS BOULEVARD
SUITE 710
FORT LAUDERDALE, FLORIDA 33301
TELEPHONE (954)763-1189
PALM BEACH OFFICE
1872 SOUTHWEST 17TH STREET
BOCA RATON, FLORIDA 33486
TELEPHONE (561) 392-8762
TELECOPIER (561) 392-7551
*OF COUNSEL
Adorno & Zeder, P.A.
Miami, Florida
Re: 1998 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 supplemented by Ordinance No. 98-2 adopted on March 10, 1998 (the "1998
Ordinance") and the Original Resolution was amended by Resolution No. 97-11, adopted on March
11, 1997 (the "Amending Resolution") and by Resolution No. 98-6 adopted on March 10, 1998
(the "1998 Resolution" and, collectively with the Original Ordinanrp, the Original Resolution, the
Amending Ordinance, the Amending Resolution and the 1998 Ordinance, the "Note Ordinance") to
The Village Council of the
Village of Key Biscayne, Florida
SunTrust Bank, Miami, National Association
First Union National Bank of Florida
Adorno & Zeder, P.A.
March 31, 1998
Page 2
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 certified copies of the Note Ordinance, 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 Note Ordinance has been duly adopted by the Village and constitutes the legal,
valid and binding obligation of the Village, enforceable in accordance with its 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 Note
Ordinance 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 Heitman Pastoriza & Guedes, P.A.
/cmb
103.001
By:
WEISS SE1?OTA HELFMAN
PASTORIZA & GUEDES, 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 120 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.S., ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS.
BF2003
BOND INFORMATION FORM
PART 1. 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 Suite 201
Key Biscayne,Fla. 33149
3. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: Dade
Imo,
4. TYPE OF ISSUER. COUNTY X CITY _ AUTHORITY
DISTRICT DEPENDENT SPECIAL DISTRICT SPECIFY OTHER
PART IL BOND ISSUE INFORMATION
1. NAME OF BOND ISSUE: 1998 Fn ension of S7 200 000 ViIISg oQ _ff K y B ayD9 Florida Stormvrater Utility Re
Bond Anticipation Notes Series 1995
2. AMOUNT ISSUED: $7.200.000
3. AMOUNT AUTHORIZED: $ 7 200.000
4. DATED DATE: March 31 1998 5. SALE DATE: March 10 1998 6. DELIVERY DATE: March 31 1998
INDEPENDENT SPECIAL
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 anpropriate from legally available non -ad valoreum revenues
(2) SECONDARY
(3) OTHER(S)
.IBC/B.CLOSE/146592/13524.001
.0",
11. A. PURPOSE(S) OF THE ISSUE:
(1) PRIMARY
(2) SECONDARY
(3) OTHER(S)
Renew and extend outstanding Notes of the Village
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 1S 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) % TRUE INTEREST COST RATE (TIC)
CANADIAN INTEREST COST RATE (CIC) % ARBITRAGE YIELD (ARBI)
SPECIFY OTHER:
14. INSURANCE/ENHANCEMENTS: AGIC _AMBAC CGIC CLIC FGIC FSA
HUD MBIA NGM _ LOC(LETTER 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:
SEE EXHIBIT "B" ATTACHED
MATURITY DATES (MO/DAY/YR):
COUPON/INTEREST RATES:
ANNUAL INTEREST PAYMENTS:
PRINCIPAL (PAR VALUE) PAYMENTS:
MANDATORY TERM AMORTIZATION:
17. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: Prepayable at any time at oar
3/30/99
4.32%
$311,040.00
$7,200,000 on 3/30/99
None
18. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER.
fiinTmst Rank Miami. National Association
One S F Third Avenue
Miami Florida 33131
.JDC/B.CLOSB/146592/13524.001
2
19. PROVIDE THE NAME(S) AND ADDRESS(ES) 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):
Adornn & 7e.der P A
2601 South Bayshore Drive Suite 1600
Miami Florida 33133
FINANCIAL ADVISOR(S)/CONSULTANT(S):
Dain Rauscher. 201 South Biscayne Blvd Suite 830
Miami Florida 33131
OTHER PROFESSIONALS:
Weiss Sernta & Hellman P A
2665 South Bayshore Drive Suite 204
Miami Florida 33133
20. PAYING AGENT Village of Key Biscayne NO PAYING AGENT
21. REGISTRAR Village of Key Biscayne NO REGISTRAR
22. COMMENTS:
tch
PART 111. RESPONDENT INFORMATION
FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT:
Name and Title Jeffrey DeCarlo Esq
Company Memo & 7pder P A
Phone (305) 860-7276
INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If different from above):
Name and Title Phone
Company
Date Report Submitted March 31 1998
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 159 PARTS II, III 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 EMPLOYFD 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:
JDC/B.CL05E/146593/13534.001
3
(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 Adomo & Zeder P A
SERVICE PROVIDED or FUNCTION SERVED: Bond Counsel
(2) COMPANY NAME Hain Ranscher
FEE PAID: $ 2 500 SERVICE PROVIDED or FUNCTION SERVED: Financial Advisor
FEE PAID: $ 6 200
(3) COMPANY NAME Weiss Sernta Helfman Pastnri7a & fliedes P A
FEE PAID: $ 600
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 C RDINATING THE ISSUANCE OF THE BONDS:
NAME (Typed/Printed): C SAMUFL KISSINGER SIGNATURE:
TITLE: VILLAGE MANAGFR
DATE
March 31
BF2004-B
ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE
25. MANAGEMENT FEE CHARGED BY UNDERWRITER:
OR
PRIVATE PLACEMENT FEE:
X NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE
26. UNDERWRITER'S EXPECTED GROSS SPREAD:
NO GROSS SPREAD
$ PER THOUSAND PAR VALUE.
PER THOUSAND PAR VALUE.
PART IV. RETURN THIS FORM AND THE FINAL
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
JOC/B.CLOSE1146592/13524.001
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
REVISED Feb. 1996/bf0304/
4