HomeMy Public PortalAbout9-CERTIFICATE OF PURCHASER.pdfCERTIFICATE OF PURCHASER
The undersigned,; on behalf of the Purchaser, SUNTRUST BANK (the "Purchaser"),
hereby certifies and acknowledges in connection with the purchase by it of $1,200,000 Village of
Key Biscayne, Florida, Water and Sewer Revenue Bonds, Series 2009 (the "Bonds") that:
i. The Purchaser has received executed copies of Ordinance No. 2009-10
adopted by the Village Council of the Village of Key Biscayne, Florida (the "Village'? on
September 8, 2009 and Resolution No. 2009-25 adopted on October 27, 2009, and said
Ordinance and Resolution are in form and substance satisfactory to the Purchaser.
2. The Purchaser has conducted its own investigations, to the extent it deems
satisfactory or sufficient, into matters relating to the business, properties, management,
and financial position and results of operations of the Village in connection with the
issuance by the Village of the Bonds; it has received such information concerning the
Village as it deems to be necessary in connection with investment in the Bonds; and
during the course of this transaction and prior to the purchase of the Bonds it has been
provided with the opportunity to ask questions of and receive answers ~-om the Village
concerning the terms and conditions of the offering of the Bonds, and to obtain any
additional information needed in order to verify the accuracy of the information obtained.
3. The Purchaser has sufficient knowledge and experience in financial and
business matters, including purchase and ownership of municipal and other tax-exempt
obligations, to be able to evaluate the risks and merits of the investment represented by
the purchase of the above-stated principal amount of the Bonds.
4. The Purchaser is aware that certain economic variables could affect the
security of its investment in the Bonds and the Purchaser is able to bear the economic
risks ofsuch investment.
5. The Purchaser understands that no offering statement, prospectus, offering
circular or other comprehensive offering statement containing material information with
respect to the Village and the Bonds is being issued in connection with the Bonds and that
it has made its own inquiry and analysis with respect to the Bonds and the security
thereror, ruld olllm material factors affecting the security for and payment of the Bonds.
6. The Purchaser acla~owledges and represents that it has not sought from
Bond Counsel or received ~-om Bond Counsel or looked or relied upon Bond Counsel for
any information with respect to the Village or its financial condition, other than reliance
upon the Rond Counsel opinion.
7. The Purchaser is a bank as defined in Section 3(a)(2) of the Securities Act
of]933, as amended.
1M1860J83_1)
8. The Purchaser hereby certifies that it is purchasing the Bonds for its own
account for the purpose of investment and not for resale at a profit, and it has no present
intention of reselling or otherwise redistributing the Bonds. The Purchaser will not sell
the Bonds except to another institutional or accredited investor who will execute a
Certificate of Purchaser in fonn and substance identical to this Certificate which certifies
that it is purchasing the Bonds for its own account and not for resale, and will not sell,
convey, pledge or otherwise transfer the Bonds without prior compliance with applicable
registration and disclosure requirements of state and federal securities laws.
Dated this IOth day of November, 2009.
SUNTRUST BANK
By:
oeVlle JF~se6lh V
Vice Presi~ent
1M1860483_1)