HomeMy Public PortalAbout4-SPECIMEN BOND.pdfNo. R-l. $1:,200,000
UNITED STATES OF'AMERTCA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE
WATER AM) SEWER REVENUE BONDS ·~·, SERIES 2009
Registered Owner: SunTrust Bank ~·~
PnneipalAmount: One ~*lillion~wa HundredThausand D~f~t~~,OD~i~~
KNOW ALL MEN BY THESE PRESENTS, th~e Vill~;~!fKey~t~''scayne, Florida
(the "Village"), for value received, hereby promises to ~j~ the ~4~j~d Owner shown
above, or registered assigns (the "Bank~, from-the sources ~i~5~ter ~l~loned,;the Principal
Amount specified above. Subject to the rights o~prepa'~nei;i~.~4?~·r;edemption described in
the Bond, the Bond shall mature on i, hereurider shall be made
no later than 2:00 p.m. on the date due, clear~any~ses, set-offs, counterclaims, or
withholding or deductions fdr taxes gcg$ir-~
·This Bond is issued under of and `ii~E~~ompliance with the Constitution and
laws of the State of Florida, inc ~g p_a~i~cularEty n of Chapter 166, Florida Statutes, as
amended, the Charter of No. 2009-10duly adopted by the Village
Council (the c'Council'3 ~S~he ~jilla`~i~,~!~;epf~S~,~3~,er 8, 2009 (the "Ordinance'3, and Resolution
No. 2009-25 adopted~ Oct~er 2~ (the "Resolution," and collectively with the
Ordinance, the "Bo 'i~ a~ js subject to the terms of said Bond Ordinance. This
Bond is issued of g a portion of the costs of water and sewer system
improvements~thin~3 Villa~i~i~cing architectural, engineering, environmental, legal and
other plannin"g`~ re~ed there'i~i~and paying costs of issuance of the Bonds. This Bond shall
be payable~ly fr~f~e sources'identified herein.
"h~k~Cs~i ance from its date of issuance payable quarterly on the hrst day of each
ustment as provided below, this Bond shall bear interest on the
outstan
February, May, A~ist and November (the "Interest Payment Dates'?, commencing February i,
2010, at an iri~t~rate equal to 4.80% per annum.
Interest on this Bond shall be computed based upon a year of 360 days for the actual
number of days elapsed.
Adiustment of Interest Rate For Full Taxability. in the event a Determination of
Taxability shall have occur-red, the rate ofiriterest on the Bonds shall be increased to a rate per
annum equal to 7.22% (the "Taxable Rate"), effectiveretroactively to the date on which the
(M18606491)
interest payable on the Bonds is includable for federal income tax purposes in the gross income
of the Owners thereof. In addition, the Owners of the Bonds or any former Owners of the
Bonds, as appropriate, shall be paid an amount equal to any additions to tax, interest and
penalties, and any arrears in interest that are required to be paid to the United States by the
Owners or former Owners of the Bonds as a result of such Determination ofTaxability. All such
additional interest, additions to. tax, penalties and·interest shall be paid by the Village on the next
succeeding Interest l"ayment Date following the Determination of Taxability. A 'aetennination
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
Bonds is includable for federal income tax purposes in the gross income of the Owners thereof,
which notice or notification is not contested with the Internal Revenue Service by either the
Village or any Owners of the Bonds, or (ii) a determination by a court of competent jurisdiction
that the interest payable on the Bonds is incli~dable 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 foi appeal, or (iii) the admission in writingby the
Village to the effect that interest on Bonds is includable for-federal income tax purposes in the
gross income of the Owners thereof, or (iv) receipt by the Village of an opinion of bond counsel
to the Village to the effect that interest on the Bonds is includable for federal income tax purpose
in the gross incom~ of the Owners thereof
Adiu_stment of Interest Rate for Change in Maximum CoI-~orate 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 Bonds on a tax-exempt
basis, shall be other than thirty-five percent (3$%), the interest rate on the Bonds that are· bearing
interest on a tax-exempt basis shall be adjusted to the product obtained ·by multiplying the interest rate then in effect on the Bonds by a fi-acfion equal to (I-A divided by l-B), where A
equals the Ma~ximum Corporate Tax Rate in effect as of the date of adjustment and B equals the
Maximum Corporate Tax Rate in effect immediatelyprior to the date of adjustment.
_Adiustmenr -of Interest Rate for Other Chan~es ~fectinR After-Tax Yield. So long as
any portion of the principal amount of the Bonds or interest thereon remains unpaid (a) if any
law, rule, regulation or executive order is enacted or promulgated by any public body or governmental agency whish changes the basis of taxation of interest on the Bonds or causes- a
reduction inyield on the Bonds (other than by reason of a change described above) to the
-Owners~or any former Owners of the Bonds, including without limitation, (I) the Bonds not
being "quali~ed tax-exempt Obligations" ~s defined in Section265Cb)(3)(B) of the Intemal
Revenue Code, or(n) the imposition of any excise tax or surcharge thereon, or (b) if, as a result
of action by any pubic 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 Bonds (other than by reason of a 6hange described above or by reason of any -acfion or
failure to act on the part of any Owner or any former Owner of the Bonds) by reason of the
ownership of the Bonds, the Village shall reimburse any such Owner within five (5) days after
receipt by the Village of written demand for such payment, and the Village agrees to indemnify
each such Owner against any loss, cost, charge or expense with respect to any such change. The
determination of the after·tax yield calculation shall be verified by a firm of certified·public
accountants regularly emplbye by the Bank (or the current Owner of the Bonds) and acceptable
(M1860649_1)
to the Village, and such calculationl in the absence of manifest error, shall be binding on the
Village and the Owners.
The principal of this Bond shall be subject to mandatory prepayment in quarterly
installments on each Interest Payment Date, commencing February i, 2010 teach-a "Scheduled
Due Date"). The schedule of principal and interest payments due on-each Scheduled Due Date
shall be as set forth in the ~Schedule attached hereto.
In the event that there is more than one Owner of the Bonds, (i) the Village shall
determine the amount of each Bond to be redeemed, and (ii) the Village shall give notice to each
Owner of the Bonds at least three (3) days prior to the date of mandatory redemption of the
amount of each Bond to be redeemed.
The principal of and interest on this Bond are payable in lawfUl money of the United
States of America by wire transfer or by certified check 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.
This Bond is subject to optional prepayment upon thirty (30) days written notice to the
Owners of the Bonds, in whole or inpart at any time, at a prepayment pri8e of par plus accrued
interest to the date ofprepayment.
In the Resolution, the City has pledged, assigned and granted a security interest to the
Bondholders in the- Electric Utility Tax Revenues to secure the.principal of and interest on the
Bonds.
THIS BOND SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEDNESS OF
THE VI-LLAGE OR A PLEDGE OF THE FAITH AND CREDIT OF THE VfLLAGE, BUT
SHA~L BE PAYABLE EXCLUSIVELY FROM THE ELECTRTC UTII~ITY TAX
REVENUES OF THE VILLAGE AS PROVIDED -~ THE RESOLUTION. THE ISSUANCE
OF THIS BOND SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY
OBWGATE THE VILLAGE TO LEVY OR TO PLEDGE ANY FORM OF AD VALOREM
TAXATION WHATEVER THEREFOR NOR SHALL THIS BOND CONSTITUTE A
CHARGE, LIEN, OR ENCUMBR~JCE, LEGAL OR EQT_TITABLE, UPON ANY PROPERTY
OF mE VIL~AGE, AND THE HOLDER OF THIS BOND SHALL HAVE NO REFOURSE
TO THE POWER: OF AD VALOREM TAXATION.
The original registered Owner, and each successive registered Owner of this Bond shall
be conclusively deemed to have agreed and consented to the following terms and conditions:
I~ The Village shall keep books for the registration of Bonds and for the
registration of transfers of Bonds as provided inthe Resolution. Bonds may be transferred
or exchanged upon the registration books kept by the Village, upon delivery to the
Village, together with wntten instructions as to the details of the transfer or exchange, of
such Bonds in form satisfactory to the Village and with guaranty of signatures
satisfactory to the Village, along with the social security number or federal employer
(M1860649_1)
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 Bonds may be exchanged for
Bonds of the same principal amount and maturity and denominations in integral multiples
of$250,OOO (except that an odd lot is permitted to complete the outstanding principal
balance). No transfer or exchange of any Bond shall be effective until entered on the
registration books maintained by the Village.
2. The Village may deem and treat the person in whose name any Bond shall
be registered upon the books of 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. A_11 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.
3. ~n all cases in which the privilege of exchanging Bonds or transferring
Bonds is exercised, the Village shall execute and deliver Bonds in accordance with the
provisions of the Resolution. There sha~l·be no- charge for any such exchange or· transfer
of Bonds, ~but the Village may require payment of a sum sufficient to pay any tax, fee or
other governmental charge required to be paid with respect to such exchange or transfer.
The Village shall not be required to transfer or exchange Bonds ~t~r a period of fifteen
(15~. days next preceding an interest payment date on such Bonds.
4. All Bonds, 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 Bond shall be prepaid,.
such Bond 6hall not be surrendered in exchange for a new Bond.
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 Bond 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.
(M1860649_lj
IN WITNESS WHEREOF, the Village of Key.Biscayne, Florida has caused this Bond
to be executed by the manual or facsimile signature of its Mayor and of its Village Clerk, and. the
-seaI of the Village of Key Biscayne, Florida or a facsimile thereof to be affixed hereto or
imprinted or reproduced hereon, all as of the 10th day of November, 200~9.
VLLLAGE OF KEli'BISAiA]t~BE. FLORIDA
Clerk
~~t"
(M1860649_1)
ASSIGNMENT
FOR VALUE RECETVED, the undersigned (the
'"rransferor"), hereby sells, assigns and transfers unto
·(Please insert name and Social Security or Federal Employer identification number of assignee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
(the "Transferee") as attorney to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Date
Social Security Number of Assignee
Signature Guaranteed.
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 Bond will be issued in the name of the
Transferee, unless the signature(s) to this assignment corresponds with.the name as it appears
upon the face of the within Bond in every particular, without alteration or enlargement or any.
change whatever and the Social Security or Federal Employer Identification Number of the
Transferee is supplied.
The following abbreviations, when used in the inscription on the face of the within Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common UNIF GIF MIN ACT -
(Cust.)
Custodian for
OMinor)
TEN ENT - as tenants by under Uniform Gifts to Miners
the entirety Act of
(State)
JT TEN - as joint tenants with
right ofsurvivorship and
not as tenants in common
Additional abbreviations may also be used though not in the list above.
(M1860649_1)
PAYMENT SCHEDULE
Date Payment Interest Principal Balance
Loan 11/1012009 $1,200,000.00
1 02/0 1'12010 $28,267.49 $13,280.00 $14,987.49 $~,.185,012.51
2 05/01/2010 $28,267.49 $14.062.15 $14,205.34 $1,170,807.17
3 08/0 1/2010 $28,267.49 $14,361.90 $13.905.59 $·1,156,901.58
4 11/01/2010 $28.267.49 $14,191.33 $14,076.16 $1,142,825.42
2010 Totals $113,069.96 $55,895.38 $57,174.58
5 02/0112011 $28,267.49 $14,018.66 $.14~248.83 $1,.128,576.59
6 05/0112011 $28,267,49 $13,392.44 $14,875.05 $1,113,701.54
7 08/01/2011 $28,267.49 $13,661.41 $14,606;08 $1.099,095.46
8 11/01/2011 $28,267.49 $13,482.24 $14,785.25 $1,084,310.21
2011 Totals $11-3,069:96 $54,554;75 $58,51 5.21
9 02/01/2012 $28,267.49 $i3,300.87 $14,966.62 $1,069,343.59
10 05/01/2012 $28.267.49 $12,832.12 $15,435.37 $1,053,908.22
11 08/01/2012 $28.267.49 $.12,927.94 $15,339.55 $1,038,568.67
12 11/01/2012 $28,267.49 $12,739.78 $15,527.71 $1 ,023,040.96
2012 Totals $1.13,069.96 $51,800.71 $61,269.25
13 02~0112013 $28.267.49 $12,549.30 $·15,i.18.19 $1,007,322.77
14 05/01/2013 $28,267.49 $11,953.-56 $16,313.93 $991,008.84
15 08/01/2013 $28,267.49 $12,156.38 $974,897.73
16 1101/2013 $28,26`7.49 $11,958.75 $16,308.74 $958,588.99
2013 Totals $143,q69~96 $48,617.99 $64,451.97
17 02/01/2014 $28,267.49 $11.758.69 $16,508.80 $942,080.19
18 05/01/2014 $28,267.49 $1'1,179.35 $17.088.14 $924,992.05
19 08/0112014 $28,267.49 $11,346.57 $16,920.92 $908.071.13
20 11/0112014 $28,267;49 $11,139.01 $17,'128.48 $890.942.65
2014 Totals $113,069.96 $45,423.62 $67,646.34
21 Oi/01/2015 $28,267.49 $10,928.90 $17.338,59 $873.604.06
22 05/01/2015 $28,267.49 $10,366.77 $17,900.72 $855,703.34
23 08/01/2015 $28.267;49 . $10,496.63 $17,7'10;86 $837,932.48
24 11/01/2015 $28,267.49 $10,278.64 $17,988.85 $81 9,943.63
2015 Totals $113,069.96 $42,070.94 $70,999.02
25 02/01/2016 $28,267.49 $10,C)57.98 $18,209.51 $801.734.12
26 05/01/2016 $28,267.49 $9;620.81 $18,64.68 $783,087.44
27 08/01/2016 $28.267.49 $9,605.87 $18,661.62 $764,425.82
28 11101/2016 $28.267.49 $9,376196 $18,890.53 $745,535.29
2016 Totals $113.069.96 $38,661.62 $74,408.34
29 02/01/2017 $28,267.49 $9,1 45.23 $19,122.26 $726,413.03
30 05/0112017 $28,267.49 $8,620.10 $19,647.39 $706,765.64
31 08/0112017 $28,267.49 $8,669.66 $19,597,83 $687,167.81
32 11/01/2017 $28,267.49 $8,429.26 $19,838.23 $667,329.58
2017 Totals $113,069.96 $34,864.25 $78,205.71
33 02/0 1/2018 $28,267.49 $8,185.91 ·$20.081.58 $647,248.00
34 05/01/2018 $28,267.49 $7,680.68 $20,586.81 $626,661.19
(M 1860649_1)
35 08/01/2018 $28,267.49 -$7,687.04 $20,580.45 $606,680.74
36 11/01/2018 $28,267.49 $7.434.59 $20,832.90 $585,247.84
2018 Totals $113,069.96 $30,988.22 $82,081.74
37 02/01/2019 $28,267.49 $7.1'79.04 $21,088.45 $564,159.39
38 05/01/2019 $28,267.49 $~,694.69 $21,572.80 $542,586.59
39 08/01/2019 $28,267.49 $6,655.73 $21,611.76 $520,974.83
40 1110112019 $28,267.49 $6,390.62 $21,876.87 $499,097.96
2019 Totals $113.069.96 $26.920;08 $86,149.88
41 02/0112020 $28,267.49 $6, i 22.27 $22,145.22 $476,952.74
42 05/0112020 $28,267.49 $5,723.43 $22,544.06 $454,408.68
43 08701/2020 $28,267.49 $5,574.08 $22.693.41 $431,715.27
44 11/01/2020 $28,267.49 $5,295.71 $22,971.78 $408,743 .49
2020 Totals $113,069.96 $22,715.49 $90,354.47
45 02/01/2021 $28,267.49 $5,013.92 $23,253.57 $385,489.92
46 05/01/2021 $28,267.49 $4,574.48 $23,693.01 $361.796.91
47 08/0112021 $28,267.49 $4.438.04 $23,829.45 $337,967.46
48 11/01/2021 $28.267.49 $4,145.73 $24,121.76 $313,845.70
2021 Totals $113,069.96 $18,172.17 $94,897.79
49 02/0112022 $28,267.49 $3,849.84 $24,41 7.65 $289.428.05
50 0510·1/2022 $28,267.49 $3,434.55 $24,832.94 $264,595.11
51 08/01/2022 $28,267.49 $3,245.70 $25,021.79 $239.573.32
52 11/01/2022 $28,267.49 $2,938.77 $25.328.72 $214.244.60
2022 Totals $113,069.96 $1-3,468.86 $99,601.10
53 02/01/2023 $28,267.49 $2.628.07 $25,639.42 $188,605.18
54 05/01/2023 $28,287.49 $2.238111 $26.029.38 $162,575.80
55 08101/2023 $28,267.49 $1;994.26 $26,273.23 $136,302.57
56 11/01/2023 $28,267.49 $1,671.98 $26,595.51 $109,707.06
2023 Totals $113,069.96 $8,532.42 $104.537.54
57 02/01/2024 $28,267.49 $1,345.74 $26,921.75 $82, 785.31
58 05101/2024 $28,267.49 $993.42 $27,274.07 $55,511.24
59 08/01/2024 $28,267.49 $680.94 ~$27,j86.55 $27,924.69
6D 11101/2024 $28,267.49 $342.80 $27.924.69 $0.00
2024 Totals $113,069.96 $3,362.90 $109,707.06
Grand Totals $1,696,049.40 $496,049.40 $1,200,090.00
(M1860649_1)