HomeMy Public PortalAboutTAB 9.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 $1,865,000 Village of Key
Biscayne, Florida, Capital Improvement and Land Acquisition Revenue Refunding Bonds, Series
2011 (the "Bonds") that:
1. The Purchaser has received executed copies of Ordinance No. 2011-7
adopted by the Village Council of the Village of Key Biscayne, Florida (the "Village")
on June 28, 2011 and Resolution No. 2011-16 adopted on June 28. 2011, 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 from 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 of such 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
therefor, and other material factors affecting the security for and payment of the Bonds.
6. The Purchaser acknowledges and represents that it has not sought from
Bond Counsel or the Village Attorney or received from Bond Counsel or the Village
Attorney or looked or relied upon Bond Counsel or the Village Attorney for any
information with respect to the Village or its financial condition, other than reliance upon
the Bond Counsel opinion and the opinion of the Village Attorney.
7. The Purchaser is a bank as defined in Section 3(a)(2) of the Securities Act
of 1933, as amended.
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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 form and substance substantially 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 1st day of August, 2011.
SUNTRUST BANK
By:
teve Leth, Senior Vice President
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