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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 $7,130,000 Village of Key Biscayne, Florida, Capital Improvement Revenue Refunding Bonds, Series 2011B (the "Bonds") that: 1. The Purchaser has received executed copies of Ordinance No. 2011-8 adopted by the Village Council of the Village of Key Biscayne, Florida (the "Village") on June 28, 2011 and Resolution No. 2011-15 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. 32'L045902. D©C 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 l st day of August, 2011. SUNTRUST BAN By: Steve Leth, Senior Vice President 32L045902.DOC