HomeMy Public PortalAbout12-20-1993 Land Acquisition Revenue Bonds, Series 1993.tif$9,200,000
VILLAGE OF KEY BISCAYNE, FLORIDA
LAND ACQUISITION REVENUE BONDS, SERIES 1993
DECEMBER 20, 1993
December 20, 1993
$9,200,000
VILLAGE OF KEY BISCAYNE, FLORIDA
Land Acquisition Revenue Bonds, Series 1993
CLOSING INDEX
1. Certified copy of Ordinance No. 93-21 authorizing
issuance of the Bonds.
2. Certified copy of Resolution No. 93-57 setting forth
the details of the Bonds.
3. Copy of letter from Northern Trust Bank of Florida,
N.A. (the "Bank"), dated December 14, 1993, disclosing
the information required by the provisions of Section
218.385, Florida Statutes, as amended.
4. Copy of notice to the Division of Bond Finance of the
impending sale of the Bonds required by Section
218.38, Florida Statutes, as amended.
5. Incumbency Certificate.
6. Signature and No -Litigation Certificate.
7. Private Placement Certificate of the Bank.
8. Arbitrage Certificate.
9. Certificate of Village as to Qualified Tax Exempt
Obligations.
10. Letter from Village Manager cancelling 1993 Line of
Credit with Key Biscayne Bank and Trust Company, and
acknowledgement by Key Biscayne Bank, and cancelled
Note.
11. Certificate of Village as to Computation of Interest
Rate in Compliance with Section 215.84(3), Florida
Statutes.
12. I.R.S. Form 8038-G.
13. Bank's Receipt for the Bonds.
14. Specimen Bond.
15. Opinion of Ruden, Barnett, McClosky, Smith, Schuster &
Russell, P.A., approving the Bonds.
16. Opinion of Weiss Serota & Helfman, P.A., Village
Attorney.
17. Division of Bond Finance Forms 2003 and 2004.
M/499JDD/12-15-93
Village Council
John F Festa, Mayor
Joe I Rasco, Vice Mayor
Mortimer Fried
Raul Liorente
Betty Sure
Raymond P Sullivan
John Waid
Village Clerk
Guido H Inguanzo, Jr
VILLAGE OF KEY BISCAYNE
Office of the Village Clerk
CERTIFICATION
I, Guido I. Inguanzo, Jr., Village Clerk of the Village of Key Biscayne, Florida, do hereby certify that
the attached is a true and correct copy of:
Ordinance 93-21 (Adopted by the Village Council on December 14, 1993)
IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne,
Florida, this 16th day of December, 1993.
Guido FL In
Village Clerk
Village of Key Biscayne
, Jr.
85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax (305) 365-5556
MISSION STATEMENT "TO PROVIDE A SAFE, QUALITY COMMUNI I Y ENVIRONMENT FOR All ISI ANDERS'PIIROUGH RESPONSIBLE GOVERNMENT."
ORDINANCE NO. 93-21
AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA AUTHORIZING THE ISSUANCE OF NOT
EXCEEDING $9,500,000 OF LAND ACQUISITION
REVENUE BONDS OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA; PROVIDING FOR A SUPPLEMENTAL
RESOLUTION SETTING FORTH THE DETAILS OF SAID
BONDS; 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 $9,500,000 Land Acquisition Revenue Bonds
(the "Bonds") for the purpose of acquiring and improving certain
undeveloped real property, commonly known as the "Tree Farm
property", located in the Village for Village purposes, and paying
costs of issuance of the Bonds; and
WHEREAS, the Council desires that the Bonds be secured by
certain available revenues of the Village, to be determined by
subsequent resolution of the Council;
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 Land
Acquisition Revenue Bonds of the Village, in one or more series, in
an aggregate principal amount not to exceed Nine Million Five
Hundred Thousand Dollars ($9,500,000) for the purpose of acquiring
and improving the "Tree Farm property" located in the Village for
Village purposes, and paying costs of issuance of the Bonds. The
Bonds shall be designated "Village of Key Biscayne, Florida Land
Acquisition Revenue Bonds, Series " (inserting a year or letter
or both to identify the particular series), 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 that twenty (20) 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 Bonds, 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 Bonds with respect to the terms of the Bonds. The
Village Attorney and Bond Counsel to the Village are hereby
authorized to draft documents and to do all other things necessary
to accomplish the issuance and sale of the Bonds.
Section 3. This Ordinance will become effective
immediately upon adoption on second reading.
PASSED AND ADOPTED on first reading this 23rd day of November,
1993.
PASSED AND ADOPTED on second reading this 14th day of December,
1993.
ATTEST:
VILLAGE CLERK
APPROVED AS TO FORM AND LEGAL SUFFICIENCY:
VILLAGE i TTORNE
2
OR JOHN F. FESTA
Village Council
John F Festa. Mayor
Joe I Rasco, Vice Mayor
Mortimer Fried
Raul Llorente
Betty Sime
Raymond P Sullivan
John Waid
Village Clerk
Guido H Inguanzo, Jr
VILLAGE OF KEY BISCAYNE
Office of the Village Clerk
CERTIFICATION
I, Guido H. Inguanzo, Jr., Village Clerk of the Village of Key Biscayne, Florida, do hereby certify that
the attached is a true and correct copy of:
Resolution 93-57 (Adopted by the Village Council on December 14, 1993)
IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne,
Florida, this 16th day of December, 1993.
Guido I -I. In
Village Clerk
Village of Key Biscayne
85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax (305) 365-5556
MISSION STATEMENT "TO PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT."
RESOLUTION NO. 93-57
A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA, AUTHORIZING THE ISSUANCE OF LAND
ACQUISITION REVENUE BONDS, SERIES 1993, OF
THE VILLAGE OF KEY BISCAYNE, FLORIDA, IN THE
AGGREGATE PRINCIPAL AMOUNT OF $9,200,000 FOR
THE PURPOSE OF ACQUIRING AND IMPROVING THE
TREE FARM PROPERTY; AWARDING THE SALE OF THE
BONDS TO NORTHERN TRUST BANK OF FLORIDA;
PROVIDING FOR SECURITY FOR THE BONDS;
PROVIDING OTHER PROVISIONS RELATING TO THE
BONDS; 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 land acquisition revenue bonds in an aggregate
principal amount of Nine Million Two Hundred Thousand Dollars
($9,200,000) for the purpose of acquiring and improving certain
undeveloped real property, commonly known as the "Tree Farm
Property", located in the Village for Village purposes (the
"Project"), and paying costs of issuance of the bonds; and
WHEREAS, pursuant to an Ordinance passed and adopted on
second reading on this day, Council has authorized bonds to be
issued to finance the Project in an amount not to exceed
$9,500,000 (the "Ordinance"), with the terms of the bonds to be
determined by supplemental resolution; and
WHEREAS, the Council hereby determines to accept a
commitment (the "Commitment") from Northern Trust Bank of
Florida, N.A. (the "Bank") to purchase such bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF
THE VILLAGE OF KEY BISCAYNE, FLORIDA:
SECTION 1. AUTHORIZATION OF BONDS. Pursuant to the
provisions of this Bond Resolution and the Ordinance, land
acquisition revenue bonds of the Village to be designated
"Village of Key Biscayne, Florida, Land Acquisition Revenue
Bonds, Series 1993" (the "Bonds"), are hereby authorized to be
issued in an aggregate principal amount of Nine Million Two
Hundred Thousand Dollars ($9,200,000) for the purpose of
financing costs of the Project and paying costs of issuance of
the Bonds.
SECTION 2. TERMS OF THE BONDS. The Bonds shall be issued
in fully registered form without coupons. The principal of and
interest on the Bonds 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 Bonds ("Owners") or their legal
representatives at the addresses of the Owners as they appear
on the registration books of the Village.
The Bonds shall be dated the date of their issuance and
delivery and shall be initially issued as one Bond in the
denomination of $9,200,000. The Bonds shall mature on
December 15, 2003.
Except as otherwise provided herein, the Bonds shall bear
interest on the outstanding principal balance from their date
of issuance payable semi-annually on the fifteenth day of each
June and December (the "Interest Payment Dates"), commencing
June 15, 1994, at an interest rate equal to 4.36% per annum.
Interest on the Bonds shall be computed on the basis of a
360 -day year consisting of twelve (12) thirty -day months.
In the event that (i) the maximum effective federal
corporate income tax rate (the "Maximum Corporate Tax Rate"),
during any period with respect to which interest shall be
accruing on the Bonds, shall be other than thirty-five percent
(35%), or (ii) the percentage reduction to be applied to the
amount of interest expense incurred or continued to purchase
obligations the interest on which is exempt from tax (within
the meaning of Section 291(e)(1)(B) of the Internal Revenue
Code of 1986, as amended (the "Code")) allowed as a deduction
to the Owners of the Bonds (the "Preference Reduction Rate")
during any period with respect to which interest shall be
accruing on the Bonds, shall be other than twenty percent
(20%), the interest rate on the Bonds shall be adjusted as
follows, effective as of the date of any such change:
The interest rate on the Bonds shall be adjusted to the
product obtained by multiplying the interest rate then in
effect on the Bonds by a fraction, the numerator of which is
equal to the sum of (i) the product of the "Fully Taxable
Equivalent" times one minus the Maximum Corporate Tax Rate in
effect as of the day of adjustment, plus (ii) the "TEFRA
Adjustment" calculated using the Maximum Corporate Tax Rate and
Preference Reduction Rate in effect as of the date of
adjustment, and the denominator of which is equal to the sum of
(i) the product of the "Fully Taxable Equivalent" times one
minus the Maximum Corporate Tax Rate in effect immediately
prior to the date of adjustment, plus (ii) the "TEFRA
Adjustment" calculated using the Maximum Corporate Tax Rate and
2
Preference Reduction Rate in effect immediately prior to the
date of adjustment.
As used herein: (1) "TEFRA Adjustment" means an adjustment
equal to the product of the following: Cost of Funds
multiplied by the applicable Maximum Corporate Tax Rate
multiplied by the applicable Preference Reduction Rate;
(2) "Cost of Funds" means three percent (3%) per annum; and
(3) "Fully Taxable Equivalent" means six and thirty-nine one
hundredths percent (6.39%) per annum.
The principal of the Bonds shall be payable in ten (10)
annual installments on the following dates and in the following
amounts:
Payment Dates Amounts
12-15-94 $ 755,000
12-15-95 785,000
12-15-96 820,000
12-15-97 855,000
12-15-98 895,000
12-15-99 935,000
12-15-00 975,000
12-15-01 1,015,000
12-15-02 1,060,000
12-15-03 1,105,000
In the event that any payment of principal of or interest
on the Bonds is not made at the time due hereunder, then such
unpaid amount shall bear interest from its due date until paid
at a rate equal to seventy-five percent (75%) of the
then -applicable "Prime Rate" of the Bank, adjusted on each
Interest Payment Date for changes in such "Prime Rate".
The Bonds are subject to extraordinary mandatory prepayment
in whole (i) at any time prior to June 15, 1994, in the event
that the Village determines not to acquire the Project prior to
such date, (ii) on June 15, 1994 in the event that the Project
has not been acquired by the Village on or prior to such date,
and (iii) in the event and on the date that the Project (if
acquired by the Village) is sold by the Village while the Bonds
are outstanding, each at a price of par plus accrued interest
to the date of prepayment.
The Bonds are subject to optional prepayment in whole or in
part at any time, and if in part, in an aggregate principal
amount of at least $100,000 and in inverse order of the
maturity of principal installments or portions thereof, at a
redemption price equal to par plus the applicable "Prepayment
Loss Reimbursement", plus accrued interest thereon to the date
of prepayment.
3
As used herein, "Prepayment Loss Reimbursement" means the
greater of (a) zero or (b) the sum of (i) the present value of
the remaining interest and principal payments due on the Bonds,
discounted at the Treasury Rate plus 1.0% multiplied by one
minus the Maximum Corporate Tax Rate in effect as of the day of
prepayment plus the "TEFRA Adjustment" calculated using the
Maximum Corporate Tax Rate and Preference Reduction Rate in
effect as of the date of prepayment, less (ii) the remaining
principal of such Bonds at par.
As used herein, the "Treasury Rate" shall be determined by
reference to the Federal Reserve Statistical Release H.15(519)
which becomes publicly available at least two business days
prior to the date as of which such determination is being made
(or, if the Statistical Release is no longer published, any
publicly available source of similar market data), and shall be
the most recent weekly average yield on actively traded U.S.
Treasury maturities adjusted to a constant maturity equal to
the then Remaining Weighted Average Life to Retirement of the
Bonds (the "Remaining Life"). If the Remaining Life is not
equal to the constant maturity of a U.S. Treasury security for
which a weekly average yield is given, the Treasury Rate shall
be obtained by linear interpolation (calculated to the nearest
one -twelfth of a percent) from the weekly average yields of the
actively traded U.S. Treasury security with the duration
closest to and greater than the Remaining Life of the Bonds,
except that if the Remaining Life is less than one year, the
weekly average yield of actively traded U.S. Treasury
securities adjusted to a constant maturity of one year shall be
used. The Treasury Rate will be computed to one thousandth of
a percentage point and then rounded to one hundredth of a
percent point.
As used herein, the "Weighted Average Life to Retirement"
means as of the time of the determination thereof the number of
years obtained by dividing the then Remaining Dollar -years of
the Bonds by the then outstanding principal amount of the
Bonds. "Remaining Dollar years" of Bonds means the amount
obtained by (1) multiplying the amount of each then remaining
principal installment including the final installment due at
maturity, by the number of years (calculated to the nearest
one -twelfth) which will elapse between the date as of which the
calculation is made and the due date of that installment and
(2) totaling all the products obtained in (1).
Written notice of any such optional prepayment shall be
given by the Village to the Owners of the Bonds at least five
(5) days prior to the date fixed for prepayment.
THE BONDS SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEDNESS
OF THE VILLAGE OR A PLEDGE OF THE FAITH AND CREDIT OF THE
4
VILLAGE, BUT SHALL BE PAYABLE EXCLUSIVELY FROM THE PLEDGED
REVENUES, AS DEFINED HEREIN. THE ISSUANCE OF THE BONDS SHALL
NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE
TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR
SHALL THE BONDS CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE,
LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE VILLAGE, AND THE
HOLDERS OF THE BONDS SHALL HAVE NO RECOURSE TO THE POWER OF
TAXATION.
SECTION 3. EXECUTION OF BONDS. The Bonds 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 Bonds may be manual or facsimile signatures,
provided that the signature of one of such officers shall be a
manual signature. In case any one or more of the officers who
shall have signed or sealed any of the Bonds shall cease to be
such officer of the Village before the Bonds so signed and
sealed shall have been actually sold and delivered, such Bonds
may nevertheless be sold and delivered as herein provided and
may be issued as if the person who signed and sealed such Bonds
had not ceased to hold such office. Any Bonds may be signed
and sealed on behalf of the Village by such person as at the
actual time of the execution of such Bonds shall hold the
proper office, although at the date of such Bonds 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 Bonds and for the registration of
transfers of Bonds. Bonds 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 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 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. Bonds may be exchanged for one or
more Bonds of the same aggregate principal amount and maturity
and in denominations in integral multiples of $250,000. 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
5
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 Bonds are transferred or exchanged in
accordance with this Section, the Village shall execute and
deliver Bonds in accordance with the provisions of this
Resolution. All Bonds 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 Bonds,
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 Bonds for a
period of 15 days next preceding an interest payment date on
such Bonds.
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 a portion but not all of an outstanding Bond shall
be prepaid, such Bond shall not be surrendered in exchange for
a new Bond, but the Village shall make a notation indicating
the remaining outstanding principal of the Bonds upon the
registration books. The Bond 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. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In
case any Bond shall become mutilated or be destroyed, stolen or
lost, the Village may in its discretion issue and deliver a new
Bond of like tenor as the Bond so mutilated, destroyed, stolen
or lost, in the case of a mutilated Bond, in exchange and
substitution for such mutilated Bond upon surrender of such
mutilated Bond or in the case of a destroyed, stolen or lost
Bond in lieu of and substitution for the Bond 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 Bonds that are
surrendered. If any mutilated, destroyed, lost or stolen Bond
shall have matured or be about to mature, instead of issuing a
substitute Bond, the Village may pay the principal of and
interest on such Bond upon the Owner complying with the
requirements of this paragraph.
6
Any such duplicate Bonds issued pursuant to this section
shall constitute original, additional contractual obligations
of the Village whether or not the lost, stolen or destroyed
Bonds be at any time found by anyone, and such duplicate Bonds
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
Bonds issued hereunder.
SECTION 6. FORM OF BONDS. The text of the Bonds 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.
7
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE
LAND ACQUISITION REVENUE BOND
SERIES 1993
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 in installments to the Registered Owner shown
above, or registered assigns, on the dates set forth below,
from the sources hereinafter mentioned, the Principal Amount
specified above. Subject to the rights of prior prepayment and
amortization described in this Bond, this Bond shall mature on
December 15, 2003.
This Bond 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 , 1993 (the "Ordinance") and
Resolution No. duly adopted by the Village Council of the
Village on , 1993 (the "Resolution", and
collectively with the Ordinance, the "Bond Ordinance"), and is
subject to the terms of said Bond Ordinance. This Bond is
issued for the purpose of acquiring and improving certain
undeveloped real property in the Village for Village purposes
and paying costs of issuance of the Bonds.
Except as otherwise provided herein, this Bond shall bear
interest on the outstanding principal balance from its date of
issuance payable semi-annually on the fifteenth day of each
June and December (the "Interest Payment Dates"), commencing
June 15, 1994, at an interest rate equal to 4.36% per annum.
Interest on this Bond shall be computed on the basis of a
360 -day year consisting of twelve (12) thirty -day months.
In the event that (i) the maximum effective federal
8
corporate income tax rate (the "Maximum Corporate Tax Rate"),
during any period with respect to which interest shall be
accruing on the Bonds, shall be other than thirty-five percent
(35%), or (ii) the percentage reduction to be applied to the
amount of interest expense incurred or continued to purchase
obligations the interest on which is exempt from tax (within
the meaning of Section 291(e)(1)(B) of the Internal Revenue
Code of 1986, as amended (the "Code")) allowed as a deduction
to the Owners of the Bonds (the "Preference Reduction Rate")
during any period with respect to which interest shall be
accruing on the Bonds, shall be other than twenty percent
(20%), the interest rate on the Bonds shall be adjusted as
follows, effective as of the date of any such change:
The interest rate on the Bonds shall be adjusted to the
product obtained by multiplying the interest rate then in
effect on the Bonds by a fraction, the numerator of which is
equal to the sum of (i) the product of the "Fully Taxable
Equivalent" times one minus the Maximum Corporate Tax Rate in
effect as of the day of adjustment, plus (ii) the "TEFRA
Adjustment" calculated using the Maximum Corporate Tax Rate and
Preference Reduction Rate in effect as of the date of
adjustment, and the denominator of which is equal to the sum of
(i) the product of the "Fully Taxable Equivalent" times one
minus the Maximum Corporate Tax Rate in effect immediately
prior to the date of adjustment, plus (ii) the "TEFRA
Adjustment" calculated using the Maximum Corporate Tax Rate and
Preference Reduction Rate in effect immediately prior to the
date of adjustment.
As used herein: (1) "TEFRA Adjustment" means an adjustment
equal to the product of the following: Cost of Funds
multiplied by the applicable Maximum Corporate Tax Rate
multiplied by the applicable Preference Reduction Rate;
(2) "Cost of Funds" means three percent (3%) per annum; and
(3) "Fully Taxable Equivalent" means six and thirty-nine one
hundredths percent (6.39%) per annum.
The principal of this Bond shall be payable in ten (10)
annual installments on the following dates and in the following
amounts:
9
Payment Dates Amounts
12-15-94 $ 755,000
12-15-95 785,000
12-15-96 820,000
12-15-97 855,000
12-15-98 895,000
12-15-99 935,000
12-15-00 975,000
12-15-01 1,015,000
12-15-02 1,060,000
12-15-03 1,105,000
In the event that any payment of principal of or interest
on the Bonds is not made at the time due hereunder, then such
unpaid amount shall bear interest from its due date until paid
at a rate equal to seventy-five percent (75%) of the
then -applicable "Prime Rate" of Northern Trust Bank of Florida,
N.A., adjusted on each Interest Payment Date for changes in
such "Prime Rate".
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 payable from and secured by a pledge and
assignment of proceeds of the public service tax authorized by
Part III, Chapter 166, Florida Statutes and received by the
Village pursuant to Section 8.04 of the Charter of the Village,
and any other revenues received by the Village which are
intended to replace all or any portion of such taxes, such as
emergency state or federal grants intended for such purpose
(the "Pledged Revenues").
THIS BOND 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 THE PLEDGED
REVENUES. THE ISSUANCE OF THIS BOND SHALL NOT DIRECTLY OR
INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO
PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THIS
BOND CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR
EQUITABLE, UPON ANY PROPERTY OF THE VILLAGE, AND THE HOLDER OF
THIS BOND SHALL HAVE NO RECOURSE TO THE POWER OF TAXATION.
The Bonds are subject to extraordinary mandatory prepayment
in whole (i) at any time prior to June 15, 1994, in the event
that the Village determines not to acquire the Project prior to
such date, (ii) on June 15, 1994 in the event that the Project
has not been acquired by the Village on or prior to such date,
10
and (iii) in the event and on the date that the Project (if
acquired by the Village) is sold by the Village while the Bonds
are outstanding, each at a price of par plus accrued interest
to the date of prepayment.
The Bonds are subject to optional prepayment in whole or in
part at any time, and if in part, in an aggregate principal
amount of at least $100,000 and in inverse order of the
maturity of principal installments or portions thereof, at a
redemption price equal to par plus the applicable "Prepayment
Loss Reimbursement", plus accrued interest thereon to the date
of prepayment.
As used herein, "Prepayment Loss Reimbursement" means the
greater of (a) zero or (b) the sum of (i) the present value of
the remaining interest and principal payments due on the Bonds,
discounted at the Treasury Rate plus 1.0% multiplied by one
minus the Maximum Corporate Tax Rate in effect as of the day of
prepayment plus the "TEFRA Adjustment" calculated using the
Maximum Corporate Tax Rate and Preference Reduction Rate in
effect as of the date of prepayment, less (ii) the remaining
principal of such Bonds at par.
As used herein, the "Treasury Rate" shall be determined by
reference to the Federal Reserve Statistical Release H.15(519)
which becomes publicly available at least two business days
prior to the date as of which such determination is being made
(or, if the Statistical Release is no longer published, any
publicly available source of similar market data), and shall be
the most recent weekly average yield on actively traded U.S.
Treasury maturities adjusted to a constant maturity equal to
the then Remaining Weighted Average Life to Retirement of the
Bonds (the "Remaining Life"). If the Remaining Life is not
equal to the constant maturity of a U.S. Treasury security for
which a weekly average yield is given, the Treasury Rate shall
be obtained by linear interpolation (calculated to the nearest
one -twelfth of a percent) from the weekly average yields of the
actively traded U.S. Treasury security with the duration
closest to and greater than the Remaining Life of the Bonds,
except that if the Remaining Life is less than one year, the
weekly average yield of actively traded U.S. Treasury
securities adjusted to a constant maturity of one year shall be
used. The Treasury Rate will be computed to one thousandth of
a percentage point and then rounded to one hundredth of a
percent point.
As used herein, the "Weighted Average Life to Retirement"
means as of the time of the determination thereof the number of
years obtained by dividing the then Remaining Dollar -years of
the Bonds by the then outstanding principal amount of the
Bonds. "Remaining Dollar years" of Bonds means the amount
obtained by (1) multiplying the amount of each then remaining
11
principal installment including the final installment due at
maturity, by the number of years (calculated to the nearest
one -twelfth) which will elapse between the date as of which the
calculation is made and the due date of that installment and
(2) totaling all the products obtained in (1).
Written notice of any such optional prepayment shall be
given by the Village to the Owners of the Bonds at least five
(5) days prior to the date fixed for prepayment.
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:
1. The Village shall keep books for the registration of
Bonds and for the registration of transfers of Bonds as
provided in the Resolution. Bonds 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 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 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 $250,000. 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. 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.
3. In 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 shall 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
for a period of 15 days next preceding an interest payment date
on such Bonds.
12
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 shall 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.
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 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 , 1993.
VILLAGE OF KEY BISCAYNE,
FLORIDA
Mayor
Village Clerk
(SEAL)
13
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
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
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 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.
14
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 ,
(Minor)
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
in common
(State)
Additional abbreviations may also be used though not in the
list above.
15
SECTION 7. PLEDGE OF REVENUES.
(a) The Village hereby pledges, and to the extent
permitted by law, assigns and grants a security interest to the
Owners of the Bonds, in order to secure the payment of the
principal of and interest on the Bonds, in the proceeds of the
public service tax authorized by Part III, Chapter 166, Florida
Statutes (the "Public Service Tax") and received by the Village
pursuant to Section 8.04 of the Charter of the Village, and any
other revenues received by the Village which are intended to
replace all or any portion of such taxes, such as emergency
state or federal grants intended for such purpose (the "Pledged
Revenues"). The Village represents and warrants that there are
no pledges or liens on the Pledged Revenues that are prior to
or on a parity with the pledge and lien granted hereby to the
Bondowners. The Village covenants that in any emergency
situation involving a disruption or permanent loss of any
portion of the Public Service Tax revenues, it will pursue all
available sources to replace such revenues, such as emergency
state or federal grants.
(b) The Village covenants that for so long as the
Bonds are outstanding it will not repeal or modify the
provisions of Section 8.04 of its Charter or take any other
action so as to reduce the rate at which the Public Service Tax
is levied, or otherwise modify the provisions of Section 8.04
of its Charter or take any other action in any manner so as to
impair or adversely affect the ability of the Village to levy
and collect the Public Service Tax.
(c) The Village covenants that it will not hereafter
issue any other obligations payable from the Pledged Revenues,
nor voluntarily create or cause to be created any debt, lien,
pledge, assignment, encumbrance or any other charge, on a
parity with or having priority to, the lien held by the Owners
of the Bonds upon the Pledged Revenues, or any part thereof.
(d) The Village may issue obligations with a lien on
the Pledged Revenues subordinate to the lien of the Bonds.
However, any such obligations issued by the Village and payable
from a subordinate lien on the Pledged Revenues shall contain
an express statement that such obligations are junior and
subordinate in all respects to the Bonds as to lien on and
source and security for payment from the Pledged Revenues;
provided that no such subordinated indebtedness may be issued
if there has occurred and is continuing an Event of Default
under this Resolution.
SECTION 8. BOND FUND. There is hereby created a fund
entitled "Village of Key Biscayne, Florida Land Acquisition
Revenue Bonds, Series 1993 Bond Fund" (the "Bond Fund"). There
shall be deposited into the Bond Fund on each Interest Payment
16
Date sufficient amounts of Pledged Revenues or other available
revenues which, together with the amounts already on deposit
therein, will enable the Village to pay the principal of and
interest on the Bonds on each Interest Payment Date. Moneys in
the Bond Fund shall be applied on each Interest Payment Date to
the payment of principal of and interest on the Bonds coming
due on each such date.
SECTION 9. INVESTMENT OF BOND FUND. Subject to Section 12
hereof, funds in the Bond 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 Bonds, 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;
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
17
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 BOND PROCEEDS. The proceeds
received upon the sale of the Bonds shall be applied
simultaneously with the delivery of the Bonds, as follows:
1. The Village shall first use the moneys to pay costs of
issuance of the Bonds.
2. The remainder of the proceeds of the sale of the Bonds
shall be deposited in the "Village of Key Biscayne, Land
Acquisition Revenue Bonds, Series 1993 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 Bond 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 Bond
Fund and used to pay interest on the Bonds until completion of
the Project. Subject to Section 12 hereof, after the
completion of the Project, any remaining balance of proceeds of
the Bonds shall be deposited into the Bond Fund and used solely
to pay principal of the Bonds.
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.
The registered Owners shall have no responsibility for the
use of the proceeds of the Bonds, and the use of such Bond
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 Bonds 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 Bonds notwithstanding any failure of the Village to use and
apply such Bond 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
18
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 Sections 9 and 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 Bond 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 Bonds 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 Bonds, and shall refrain from taking any
actions that would cause interest on the Bonds 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 Bonds which
would cause such Bonds 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 Section 148 of the Code and the aforementioned regulations
throughout the term of the Bonds.
SECTION 13. DESIGNATION UNDER SECTION 265(b)(3) OF THE
CODE. The Village hereby designates the Bonds 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
any subordinate entities or entities issuing tax-exempt
obligations on behalf of the Village within the meaning of
Section 265(b)(3) of the Code have issued tax-exempt
obligations during calendar year 1993 and neither the Village
nor any such entities expect to issue tax-exempt obligations
during calendar year 1993, other than (i) the Bonds and (ii)
$350,000 drawn under a line of credit represented by a Term
Note, dated September 7, 1993, payable to Key Biscayne Bank and
Trust Company.
19
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 Land Acquisition
Revenue Bonds, Series 1993, 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 Bonds (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 Bonds 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
Bonds and/or (ii) compliance with some other requirement is
necessary to maintain the federal income tax exemption of
interest on the Bonds.
SECTION 15. SPECIAL COVENANTS. The Village shall, within
thirty (30) days of the end of each fiscal quarter of the
Village, deliver to the Bondowners a report showing the amount
of Pledged Revenues received by the Village during the
preceding fiscal quarter 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
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
20
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 Bonds shall be liable personally on the
Bonds 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 Bonds
shall not be made when the same shall become due and
payable; or
(b) payment of any installment of interest on any of
the Bonds 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 Bonds or in this Resolution
(except for a 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 Bond; 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
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 18. REMEDIES; RIGHTS OF BONDHOLDERS. Upon the
occurrence and continuance of any event of default specified in
21
Section 17 hereof, the Owners of the Bonds may pursue any
available remedy by suit, at law or in equity to enforce the
payment of the principal of and interest on the Bonds 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
Bonds.
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 Bonds
in any one or more of the following ways:
(a) by paying the principal of, redemption premium,
if any, and interest on the Bonds when the same shall
become due and payable; or
(b) by depositing with an escrow agent certain moneys
irrevocably pledged to the payment of the Bonds, 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
Bonds 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 Bonds, which
together with other moneys lawfully available therefor,
when invested by the escrow agent in direct obligations of
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
22
Bonds 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
Bonds 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 Bonds 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 Bonds 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 Bonds 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 Bonds 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 Bonds 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 Bonds.
(d) Notwithstanding the foregoing all references to
the discharge and satisfaction of Bonds shall include the
discharge and satisfaction of any portion of the Bonds.
(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 Bonds 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 Bonds or otherwise
existing under this Resolution.
(f) Notwithstanding any of the foregoing, the
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 Bonds or any portion thereof.
23
SECTION 20. SALE OF BONDS. Based upon the need for
immediate financing in order to acquire the Project within the
period specified in the purchase contract with the seller of
the land and the uncertainty of the interest rate environment
if sale of the Bonds is delayed, the Village hereby determines
the necessity for a negotiated sale of the Bonds. The Village
has been provided all applicable disclosure information
required by Section 218.385, Florida Statutes. The negotiated
sale of the Bonds 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 Bonds 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 Bonds, but this Resolution and the
Bonds shall be construed and enforced as if such illegal or
invalid provision had not been contained therein. The Bonds
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 Bonds 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
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 Bonds 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.
24
SECTION 26. EFFECTIVE DATE. This Resolution shall take
effect immediately upon its passage and adoption.
PASSED AND ADOPTED this 14th day of December, 1993.
Mayo. John F. Festa
Attest:
Village Clerk
APPROVED AS TO LEG1 L FORM AND SUFFICIENCY.
Village ;ttorne
M/540JDD/12-15-93
•
25
December 14, 1993
To: Village of Key Biscayne, Florida
Re: $9,200,000 Village of Key Biscayne, Florida Land
Acquisition Revenue Bonds, Series 1993
Ladies and Gentlemen:
The undersigned (the "Purchaser") has agreed to purchase
from the Village of Key Biscayne, Florida (the "Village"),
the Bonds referenced above (the "Bonds"). The Bonds are
being sold directly to the Purchaser.
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 Bonds, as follows:
(a) There is no managing underwriter for the Bonds.
(b) There are no "finders," as defined in Section 218.386,
Florida Statutes, as amended, with respect to the
Bonds.
(c) There is no underwriting spread with respect to the
Bonds.
(d) No management fee will be charged by the Purchaser.
No commitment fee will be charged by the Purchaser.
(e)
(f)
(g)
No fee, bonus or other compensation will be paid by
the Purchaser in connection with the Bonds to any
person not regularly employed or retained by it.
The name and address of the Purchaser is Northern
Trust Bank of Florida, N.A., 700 Brickell Avenue,
Miami, FL 33131.
The Village is proposing to issue $9,200,000 of Bonds
for the purpose of financing the acquisition and
improvement of certain real property. The Bonds are
expected to be repaid over 10 years. At an interest
rate of 4.36%, total interest paid over the life of
Bonds will be $2,346,770. The source of repayment or
security for the Bonds is the Village's proceeds from
the public service tax. Authorizing the Bonds will
result in $1,129,089 to $1,139,661 of general fund
moneys not being available to finance the other
services of the Village each fiscal year for 10 years.
(h) The Purchaser understands that you require no other
disclosures with respect to the Bonds.
Very truly yours,
NORTHERN TRUST BANK OF
FLORIDA, N.A.
By: :j( lit✓
Anne W. Traba
Managing Executive
V (C c t /Z.6S/ DEBUT
M/500JDD/12-15-93
2
RUDEN, BARNETT, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A.
ATTORNEYS AT LAW
BOCA RATON
FORT LAUDERDALE
MIAMI BEACH
701 BRICICELL AVENUE
SUITE 1900
MIAMI, FLORIDA 33131
(305) 789-2700
BROWARD LINE (305) 763-2311
FAX (305) 789-2793
December 8, 1993
State of Florida
Division of Bond Finance
Department of General Services
2737 Centerview Drive
Suite 312
Tallahassee, FL 32399-0950
CID
Attention: Sharon W. Robinson
cn
Re: $9,200,000 Village of Key Biscayne, Florida Land
Acquisition Revenue Bonds, Series 1993
NAPLES
SARASOTA
TALLAHASSEE
WRITER'S DIRECT DIAL NUMBER
(305) 789-2762
ca
rm
a)
Ladies and Gentlemen:
We are serving as Bond Counsel for the issuance by the
Village of Key Biscayne, Florida of its $9,200,000 Land
Acquisition Revenue Bonds, Series 1993 (the "Bonds"). The
purpose of this letter is to inform you, as required by Section
218.38, Florida Statutes, as amended, that the Bonds are
expected to be sold pursuant to negotiated sale (private
placement) on December 14, 1993 and issued on December 15, 1993.
The Bonds are being issued to provide funds for financing
the acquisition and improvement of certain undeveloped real
property for Village purposes.
We will send to you Forms 2003 and 2004 when available. If
you have any questions, please call me at (305) 789-2762.
Division of Bond Finance
December 8, 1993
Page 2
Please execute the acknowledgment on the enclosed copy of
this letter and return it to my attention.
Very truly yours,
RUDEN, BARNETT, McCLOSKY, SMITH,
SCHUSTER & RUSSELL, P.A.
Jeffrey D. DeCarlo
•
eby acknowledge receipt of
4!!!!_
this letter.
M/501JDD
RU DEN, BARNETT, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P. A.
INCUMBENCY CERTIFICATE
Guido H. Inguanzo, Jr., Village Clerk of the Village of Key
Biscayne, Florida (the "Village"), DOES HEREBY CERTIFY as
follows:
The following are now, and have 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
Joe I. Rasco
Mortimer Fried
Raul Llorente
Betty Sime
Raymond P. Sullivan
John Waid
Beginning Date
of Term
11/9/93
9/23/91
9/23/91
11/9/93
3/17/92
9/23/91
11/9/93
Ending Date
of Current Term
11/12/96
11/15/94
11/15/94
11/12/96
11/15/94
11/12/96
11/12/96
The following are now, and have 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
Vice Mayor
Village
Manager
Village
Clerk
Village
Attorney
Name
John F. Festa
Joe I. Rasco
C. Samuel Kissinger
Guido H. Inguanzo,
Jr.
Weiss Serota &
Helfman, P.A.
Beginning Ending
Date of Date of
Current Term Current Term
11/9/93
11/9/93
3/2/92
11/12/96
11/15/94
Discretion of
Council
10/1/92 Discretion of
Council
10/29/91 Discretion of
Council
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the official seal of the Village this 20th day of December,
1993.
14-1'
Village C rk
M/502JDD/12-15-93
SIGNATURE AND NO LITIGATION CERTIFICATE
We, the undersigned, DO HEREBY CERTIFY as follows:
1. That we did heretofore cause to be officially
documented the $9,200,000 Land Acquisition Revenue Bonds,
Series 1993 of the Village of Key Biscayne, Florida (the
"Village") dated December 20, 1993, issued as one Bond in the
principal amount of $9,200,000 (the "Bonds").
2. That John F. Festa, Mayor of the Village, has executed
the Bonds by his manual signature, and that the Mayor was on
the date his signature was placed on the Bonds and is now the
duly elected, qualified and acting Mayor of the Village.
3. That we have caused the official seal of the Village
to be imprinted on the Bonds, and that Guido H. Inguanzo, Jr.,
Village Clerk of the Village, caused such seal to be attested
by his signature, and that said Guido H. Inguanzo, Jr. was on
the date his signature was placed on the Bonds and is now the
duly appointed, qualified and acting Village Clerk of the
Village.
4. That the seal which has been impressed on the Bonds
and upon this certificate is the legally adopted, proper and
only seal of the Village.
5. That the Village Council, by Ordinance No. 93-21 and
Resolution No. 93-57, both adopted on December 14, 1993, has
authorized the issuance of the Bonds and said Ordinance and
Resolution have not been modified or amended since the date of
such adoption.
6. That 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 Bonds.
7. That 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 Bonds.
8. That 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, sale or delivery of the Bonds,
(b) questioning or affecting the validity of the Bonds or the
pledge to the Bondowners of any money or other security,
including the Pledged Revenues, provided under the aforesaid
documents, (c) questioning or affecting the validity of any
proceedings for the authorization, sale, execution, issuance or
delivery of the Bonds, (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 Bonds, nor do
the undersigned have any knowledge that there is any basis
therefor.
9. That the execution, delivery, receipt and due
performance of the Bonds 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 20th day of
December, 1993.
(SEAL)
Signature
M/503JDD/12-15-93
Title of Office
Mayor
Village Clerk
2
Term of Office
Expires
11/12/96
Discretion of
Village Council
CERTIFICATE OF PURCHASER
The undersigned on behalf of the Purchaser, Northern Trust
Bank of Florida, N.A. (the "Purchaser"), hereby certifies and
acknowledges in connection with the purchase by it of
$9,200,000 Village of Key Biscayne, Florida Land Acquisition
Revenue Bonds, Series 1993 (the "Bonds") that:
1. The Purchaser has received executed copies of
Ordinance No. 93-21 and Resolution No. 93-57 adopted by the
Village Council of the Village of Key Biscayne, Florida (the
"Village") on December 14, 1993 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 received from 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 Bond Counsel opinion.
7. The Purchaser is a bank as defined in Section 3(a)(2)
of the Securities Act of 1933, as amended.
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 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 20th day of December, 1993.
NORTHERN TRUST BANK OF
FLORIDA, N.A.
M/504JDD/12-15-93
2
By:
Anne W. Traba
Managing Executive
Vice PRESIDM7
ARBITRAGE CERTIFICATE
The undersigned is the Village Manager of the Village of Key
Biscayne, Florida (the "Village"), and hereby certifies the
following with respect to the Village's $9,200,000 Land Acquisition
Revenue Bonds, Series 1993 being issued on the date hereof (the
"Series 1993 Bonds") . The undersigned is the official charged with
others with responsibility for issuing the Series 1993 Bonds.
1. General
(a) The Series 1993 Bonds are being 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. 93-21 and Resolution No. 93-57, both adopted by
the Village Council of the Village on December 14, 1993
(collectively, the "Ordinance"). Capitalized terms used herein but
not otherwise specifically defined have the same meanings as when
used in the Ordinance.
(b) This certification is made under 26 CFR S 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 SS 1.148-1 -.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
1993 Bonds will be used in any manner that would cause the Series
1993 Bonds 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.
(c) The Series 1993 Bonds are being issued for the purpose of
providing funds: (i) to pay the costs of acquiring and improving
certain undeveloped real property located within the Village (the
"Project"); and (ii) to pay certain costs associated with the
issuance of the Series 1993 Bonds.
2. Source and Use of Proceeds
(a) The proceeds received from the sale of the Series 1993
Bonds will be $9,200,000 (the "Sale Proceeds") representing
$9,200,000 principal amount plus accrued interest of $0.
(b) All of the Sale Proceeds will be deposited in the Project
Fund on the date hereof. The Sale Proceeds, together with all
earnings derived from the investment thereof, will be used to pay
costs of issuing the Series 1993 Bonds and costs of the Project
within 3 years of the date hereof. The Village reasonably expects
to incur binding obligations to third parties in an amount in
excess of $500,000 to acquire and construct the Project within 6
months of the date hereof. Work on the Project and the expenditure
of Sale Proceeds will proceed with due diligence to the completion
thereof, which currently is anticipated by June 15, 1994.
The Village adopted a resolution on August 24, 1993,
indicating its intent to reimburse certain costs of the Project
paid after such date and prior to issuance of the Series 1993 Bonds
from proceeds of the Series 1993 Bonds. Pursuant to such
resolution, the Village may reimburse itself from proceeds of the
Series 1993 Bonds for preliminary expenditures in an amount not to
exceed $60,000.
(c) The Sale Proceeds, together will all amounts derived from
the investment thereof, will not exceed by any amount the amount
necessary to pay the costs of the Project and the costs of issuing
the Series 1993 Bonds.
3. Flow of Funds
(a) The Village is required under the Ordinance to deposit
sufficient amounts of Pledged Revenues or other legally available
revenues into the Bond Fund, which, together with other moneys
therein, are sufficient to pay the principal of and interest on the
Series 1993 Bonds on each semiannual debt service payment date.
(b) The Bond 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 Bond Fund and 1/12 of annual debt service on the
Series 1993 Bonds). All amounts in the Bond Fund will be expended
to pay debt service on the Series 1993 Bonds 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 1993 Bonds and will not be available if needed to pay such
debt service.
4. 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.
FTL:1814:1
2
(b) Sale Proceeds and interest or income derived from the
investment thereof will not be invested in taxable investments that
produce a yield over the term of the Series 1993 Bonds that exceeds
the yield on the Series 1993 Bonds by more than 1/8 percent except
as follows:
(i) All amounts may be invested without regard to
yield until the date that is 3 years after the date
hereof;
(ii) Amounts representing investment earnings may be
invested without regard to yield for a 1 -year period
beginning on the date of receipt thereof; and
(iii) An additional amount not in excess of $100,000
may be invested without regard to yield.
(c) Any amounts in the funds and accounts that are allocable
to the Series 1993 Bonds (other than amounts referred to in Section
4(b) hereof) that are to be used to pay debt service on the Series
1993 Bonds but that are not so 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) will not be invested in
taxable investments that produce a yield over the term of the
Series 1993 Bonds that exceeds the yield on the Series 1993 Bonds
except to the extent that the aggregate amount so invested does not
exceed the difference between $100,000 and any amounts invested
pursuant to the $100,000 exception under Section 4(b)(iii) hereof.
(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 1993 Bonds. 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 1993 Bonds to the extent necessary to preserve the
federal income tax exemption of interest on the Series 1993 Bonds.
(e) The yield on the Series 1993 Bonds for purposes of this
Section 4 is 4.360125565%, 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 1993
Bonds is $9,200,000 (the principal amount plus accrued interest)
See Exhibit A attached hereto.
(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
FTL:1814:1
3
selling commissions may be taken into account to the extent
permitted thereunder.
5. Miscellaneous
(a) No more than 50 percent of the proceeds of the Series 1993
Bonds will be invested in nonpurpose investments having a
substantially guaranteed yield for four years or more (within the
meaning of section 149(g) (3) (A) (ii) of the Code) .
(b) 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 1993 Bonds
contained in section 149(b)(2)(B) of the Code.
(c) No portion of the proceeds of the Series 1993 Bonds will
be used as a substitute for other funds that were otherwise to be
used as a source of financing for any portion of the Project and
which have been or will be used (directly or indirectly) to acquire
investments producing a yield higher than the yield on the Series
1993 Bonds.
(d) There are no other obligations of the Village (i) that are
or will be issued at substantially the same time as the Series 1993
Bonds; 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 1993 Bonds.
(e) 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 1993 Bonds that
would cause the Series 1993 Bonds to be "arbitrage bonds" within
the meaning of section 148 of the Code. No portion of the proceeds
of the Series 1993 Bonds will be intentionally used in the manner
described in section 148(a)(1) or (a)(2) of the Code.
(f) The Village has covenanted to comply with the Arbitrage
Rebate Covenants attached hereto as Exhibit B.
(g) The Project is to be used by the Village, and no portion
of the Project is to be used in the trade or business of any person
other than a governmental unit pursuant to a lease or other
contractual arrangement.
FTL:1814:1
4
IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 20th day of December, 1993.
VILLAGE OF KEY BISCAYNE, FLORIDA
By:
ALJ)
C. SamuelKis nger
Village Ma ger
M1:1814:1
5
EXHIBIT A
ISSUE PRICE CERTIFICATE
This certificate is delivered in connection with the issuance
of $9,200,000 Village of Key Biscayne, Florida, Land Acquisition
Revenue Bonds, Series 1993, being issued on the date hereof (the
"Series 1993 Bonds").
Northern Trust Bank of Florida, N.A. (the "Bank") does hereby
certify as follows:
1. The Bank is purchasing the Series 1993 Bonds for its own
account and without any intent to reoffer the bonds to the public.
2. The total amount paid as the purchase price of the Series
1993 Bonds is $9,200,000, representing $9,200,000 principal amount
and $0 accrued interest.
IN WITNESS WHEREOF, the Bank has caused this certificate to be
executed in its name on this 20th day of December, 1993 by one of
its officers duly authorized as of such date.
NORTHERN TRUST BANK OF FLORIDA, N.A.
By:
Title: VICE f 2cSIDEJUT
EXHIBIT B
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 Village's $9,200,000 Land Acquisition Revenue
Bonds, Series 1993, being issued on the date hereof (the "Series
1993 Bonds") comply with the arbitrage requirements of section 148
of the Code. The covenants and procedures herein shall not apply
to the extent, if any, that the Series 1993 Bonds are treated as
meeting the requirements of Section 148(f) of the Code by reason of
any exception contained in section 148(f)(4) of the Code or 26 CFR
§ 1.148-7.
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 SS 1.148-1 -.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 each 5 -Year Calculation Date, the
Final Calculation Date, and any other date as of which the Village
chooses to calculate the Rebate Amount.
"5 -Year Calculation Date" means, with respect to the first 5 -
Year Calculation Date, a date chosen by the Village that is not
more than 5 years after the date hereof, and with respect to each
subsequent 5 -Year Calculation Date, a date chosen by the Village
which is not more than 5 years after the preceding 5 -Year
Calculation Date.
"Final Calculation Date" means the date the last Series 1993
Bond is discharged.
"Gross Proceeds" means (i) all amounts actually or
constructively received from the sale of the Series 1993 Bonds
(exclusive of accrued interest) and all amounts derived from the
investment thereof; and (ii) all amounts that are part of a sinking
fund or reserve or replacement fund to the extent allocable to the
Series 1993 Bonds. Such term shall not include amounts that are
part of a bona fide debt service fund for the Series 1993 Bonds.
"Rebate Amount" means the rebate amount with respect to the
FfL:1814:1
1
Series 1993 Bonds calculated as of any Calculation Date in the
manner provided in 26 CFR §§ 1.148-1 -.148-11.
"Required Calculation Date" means each 5 -Year Calculation Date
and the Final Calculation Date.
1. In General
In order for interest on the Series 1993 Bonds to be excluded
from gross income, arbitrage profits earned from investing all the
Gross Proceeds must be paid to the United States no later than 60
days after each Required Calculation Date.
2. Rebate Fund and Payment
(a) The Village shall calculate the Rebate Amount as of each
Required Calculation Date no later than 50 days after each Required
Calculation Date.
(b) If the amount in the Rebate Fund is less than the Rebate
Amount calculated as of a Required 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 Required Calculation Date.
(c) If the amount in the Rebate Fund is greater than the
Rebate Amount calculated as of any Calculation Date, the Village
may withdraw the excess from such Fund.
(d) The Village shall pay the full amount, if any, required to
be paid to the United States out of amounts in the Series 1993
Rebate Fund no later than 60 days after each 5 -Year Calculation
Date and no later than 60 days after the Final Calculation Date.
3. Rebate Calculation
(a) The Rebate Amount as of any Calculation Date is computed
by future valuing certain investment receipts and payments at an
interest rate equal to the yield on the Series 1993 Bonds computed
as of the Calculation Date.
(b) The yield on the Series 1993 Bonds as of the date hereof
is 4.360125565%, 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 1993 Bonds, the issue price of
the Series 1993 Bonds is $9,200,000. The Village shall recompute
the yield on the Series 1993 Bonds if required by the regulations
under section 148(f) of the Code.
(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 1993 Bond 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.
4. Investment 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 1993 Bonds; (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 less than 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.
(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.
FTL:1814:1
3
5. 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 1993 Bonds 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 20th day of December 1993.
VILLAGE OF KEY BISCAYNE, FLORIDA
By:
(' 4,S
4
C. Samuel Ki anger
Village M ager
PTL:1814:1
CERTIFICATE REGARDING QUALIFICATION
UNDER SECTION 265(b)(3) OF THE CODE
I certify the following with respect to the $9,200,000
Village of Key Biscayne, Florida, Land Acquisition Revenue
Bonds, Series 1993 (the "Bonds"), dated December 20, 1993, and
being issued today by the Village of Key Biscayne, Florida (the
"Village").
1. The purpose of this certificate is to provide the
basis upon which counsel may render an opinion that the Bonds
are qualified tax-exempt obligations as defined in section
265(b)(3)(B) of the Internal Revenue Code of 1986 (the "Code").
2. The Village has not and does not reasonably anticipate
that it will issue any tax-exempt obligations during calendar
year 1993 other than (i) the Bonds and (ii) $350,000 drawn down
by the Village under a line of credit evidenced by a Term Note,
dated September 7, 1993, payable to Key Biscayne Bank and Trust
Company (the "Line of Credit"). The Line of Credit has
previously been cancelled.
3. For purposes of this certificate:
a. The Village and all entities that issue
obligations on behalf of the Village are treated as the
Village, and all obligations issued by any entity subordinate
to the Village are treated as issued by the Village;
b. The term "obligation" includes any bond or note
(whether or not recourse), any warrant, any lease purchase
agreement, and any other instrument that is treated as an
obligation for federal income tax purposes, except that such
term shall not include (i) any private activity bond (as
defined in section 141 of the Code) that is not a qualified
501(c)(3) bond (as defined in section 145 of the Code), and
(ii) any current refunding obligation.
c. An obligation is "tax-exempt" if (i) interest on
the obligation is excluded from gross income for federal income
tax purposes; (ii) at the time of issuance of the obligation,
it was represented to the purchaser that interest on the
obligation is or may be excluded from such gross income; or
(iii) the proceeds of the obligation were derived (directly or
indirectly) from proceeds of a tax-exempt obligation.
d. An obligation that is part of an issue is a
refunding obligation to the extent that (i) proceeds of the
issue are used to pay principal or accrued unpaid interest on
an obligation that is part of another issue; and (ii) the
amount of the refunding obligation does not exceed the
outstanding amount of the refunded obligation (determined at
the time of issuance of the refunding obligation). For this
purpose (i) the amount of the refunding obligation is the
stated principal amount (or, if the premium or discount exceeds
2%, the present value of the obligation); and (ii) the amount
of the refunded obligation is the stated principal amount plus
accrued unpaid interest (or, if the premium or discount exceeds
2%, the present value of the obligation).
e. A refunding obligation is a current refunding
obligation if no portion of the proceeds of the issue of which
the refunding obligation is a part is used (directly or
indirectly) to pay principal, interest, or call premium on any
obligation that is part of another issue more than 90 days
after the date of issue of the refunding obligation.
IN WITNESS WHEREOF, I have hereunto set my hand this 20th
day of December, 1993.
M/513JDD/12-15-93
VILLAGE OF KEY BISCAYNE, FLORIDA
By: 0 4..."
C. SAMUE KIS INGER
Village Mana r
2
December 16, 1993
Jess S. Lawhorn, Executive Vice President
Key Biscayne Bank and Trust Company
95 West McIntyre Street
Key Biscayne, FL 33149
Re: Term Note dated September 7, 1993
Dear Mr. Lawhorn:
This is to advise you that the Village of Key Biscayne,
Florida intends to cancel the Term Note dated September 7,
1993, and make no further draw -downs on it, effective
immediately. Please return the Note to me for cancellation.
Very truly yours,
VILLAGE OF KEY BISCAYNE,
FLORIDA
By:1.
C. SAMUEL gds. -a;
Village Manager
Receipt of this letter is hereby acknowledged. The Term
Note and corresponding line of credit has been terminated.
KEY BISCAYNE BANK AND TRUS
COMPANY
Dated: December 16, 1993
M/531JDD/12-15-93
(J SS S . ORN
enior Vice President
CANCELLED
No. 3 $1,000,000.00
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE, FLORIDA
TERM NOTE
KNOW ALL MEN BY THESE PRESENTS, that the Village of Key Biscayne, Florida (the
"Village"), a public body corporate and politic, created and existing under and by virtue of the
laws of the State of Florida, for value received, hereby promises to pay to Key Biscayne Bank
and Trust Company, Key Biscayne, Florida, or to its registered assigns or legal representatives
(the "Registered Owner"), the principal sum of
ONE MILLION DOLLARS ($1,000,000.00)
and to pay interest thereon from and including the date hereof until this Note is fully paid or
redeemed at the per annum rate of 2.25% below the Wall Street Journal Prime Rate of interest
as published from time to time.
Interest is payable monthly with the outstanding principal due and payable twelve (12) months
from date hereof. This Note may be prepaid at any time in whole or in part without premium
or penalty upon the giving of notice by the Village to the Registered Owner at least two (2)
business days prior to said anticipated date of such prepayment.
The fixed interest rate set forth herein is based on the assumption that this Note is a "qualified
tax exempt obligation" within the meaning of Section 265 (b) (3) of the Internal Revenue Code
of 1986. In the event that (i) the interest on this Note is ever determined to be taxable for
purposes of federal or state income taxation, or (ii) any or all of the interest on this Note is
deemed to be includable in the gross income of the Registered Owner for purposes of federal sate
income taxation, or (iii) the Registered Owner (if such owner is bank) is unable to continue to
deduct 80% of the cost of interest payments incurred to purchase or carry this Note, or (iv) the
Registered Owner (if such owner is bank) is unable to deduct any other amounts as a result of
purchasing or carrying this Note, or (v) the federal or state income tax rate applicable to the
Registered Owner is reduced below the tax rate provided in existing legislation, or (vi) the federal
alternative minimum tax to which the Registered Owner is subject is increased, or (vii) the
method of calculating the federal alternative minimum tax is changed or any other amendment
or change of law, rule, or regulation occurs which has the effect of decreasing the after-tax yield
on this Note to the Registered Owner, then, as of the effective date of any such event, the interest
rate on this Note shall be automatically increased to a rate which will preserve the after-tax yield
to the Registered Owner at the same rate realized by the Registered Owner immediately prior to
such event, subject to the restriction that such interest rate shall not exceed the Wall Street
Journal Prime Rate of interest. As soon as practicable after the occurrence of any such rate
increase, the Registered Owner shall notify the Village of such increase and furnish the
computation on which such increase is based. The Registered Owner's computation shall be
conclusive unless patently erroneous. The Village shall promptly pay to the Registered Owner
any additional interest that may be due for interest periods prior to notification of any such
increase in rate. This obligations shall survive payment of this Note.
This Note is issued to finance various municipal expenses and services as a result of the
establishment of a Village Fire Rescue Department, pursuant to the authority of and in full
compliance with the Constitution of the State of Florida, Article 8, Section 2(b) of the
Constitution of the State of Florida, which grants to municipalities such governmental, corporate
and propriety powers as are necessary in order to enable them to conduct municipal government,
perform municipal functions, and render municipal services; and section 166.021 (4), Florida
Statutes 1990, which grants to municipalities all powers not expressly prohibited by the
Constitution general or special law, or County Charter; and Section 4.03 (6) of the Charter of the
Village of Key Biscayne which provides that the Village Village Council may by ordinance
borrow money; as authorized by ordinance No. 93-9 adopted on May 25, 1993, and Resolution
No. 93-32 adopted by the Village on July 13, 1993 (the "Resolution"). This Note is subject to
the terms and conditions of the Resolution and capitalized terms not otherwise defined herein
shall have the same meanings as ascribed to them in the Resolution.
This Note is payable in the manner and to the extent provided in this Resolution. Reference is
made to the Resolution for the provisions, among others, relating to the terms, for this Note, the
rights and remedies of the Registered Owner and the extent and limitation on the Village's rights,
duties and obligations, to all of which provisions the Registered Owner hereof assents by
acceptance hereof.
This Note shall constitute a revenue anticipation note. This Note shall not be deemed to
constitute a general obligation of the Village nor shall it constitute a pledge of the faith and credit
of the Village. It shall be paid in accordance with the above referenced Resolution and
ordinance.
Notwithstanding anything to the contrary herein, the indebtedness incurred hereunder shall be
effective only to the extent that the Village draws funds on the Line of Credit established
hereunder in an amount not to exceed One Million Dollars ($1,000,000.00). Interest shall only
accrue on the principal which is so drawn.
The Village does hereby covenant with the Registered Owner of this Note that it will make no
use of the proceeds of this Note which would cause this Note to be treated as an "arbitrage bond"
under Section 148 of the Internal Revenue Code of 1986 and the regulations prescribed and
proposed thereunder; or take any other action which would otherwise cause the interest on this
Note to become taxable to this Registered Owner hereof under federal law.
No officer, agent, employee or member of the Village Council of the Village shall be personally
liable for indebtedness hereunder.
Notwithstanding any provisions to the contrary contained herein, interest payable under this Note
shall in no event exceed the maximum rate allowed by applicable law from time to time.
CANCELLED
It is hereby certified and recited that all acts, conditions and things required to exist, to happen
and to be performed precedent to and in the issuance of this Note exist, have happened and have
been performed in regular and due form and time as required by the laws and Constitution of the
State of Florida applicable hereto, and that the issuance of this Note does not violate any
constitutional or statutory limitation of provision.
IN WITNESS WHEREOF, the Village of Key Biscayne, Florida has issued this Note and has
caused the same to be signed by the Mayor of the Village and attested and countersign by the
Clerk of Village, with their manual signatures, and its corporate seal to be affixed hereon, all as
of the 7th day of September, 1993.
(SE
VILLAGE OF KEY BISCAYNE, FLORIDA CANCELLED
BY:
Attest:
By:
f ,
Mayon;
74 -
Village Clerk
CERTIFICATE OF VILLAGE AS TO COMPUTATION
OF INTEREST RATE IN COMPLIANCE WITH
SECTION 215.84(3), FLORIDA STATUTES
The undersigned, Village Manager of the Village of Key
Biscayne, Florida hereby certifies that (i) the Village's Land
Acquisition Revenue Bonds, Series 1993 (the "Bonds") are being
issued and sold as a single registered Bond maturing on
December 15, 2003 in the aggregate principal amount of
$9,200,000 on this date, (ii) such single bond bears interest
at the rate of 4.36% per annum, (iii) as evidenced by the
attached copy of a page of The Bond Buyer published on
November 29, 1993, the average net interest cost rate, computed
in accordance with Section 215.84(3), Florida Statutes, by
adding 150 basis points to 5.49% ("The Bond Buyer 20 Bond
Index" published immediately preceding the day of the calendar
month in which the Bonds are sold) is 6.99%, and (iv) the
interest rate on the Bonds equal to 4.36% does not exceed the
average net interest cost rate equal to 6.99%.
Dated as of the 20th day of December, 1993.
K
C. Samuel Kissij4ger, Village
Manager
M/514JDD/12-15-93
AL ii.iJ
/ma Ay
\! A. \ i
ESTABLISHI
t15
4190-9 9410 C33101
ENTBA N TERN RMESLBSKY
R
at 00" FSTOBRONARD BLVD
WT LAUDERDALE FL. 33301-1963
Monday, November
306 No. 29288
hanksgiving Eve
Ills to Surprise;
rading Is Thin,
kdicators Routine
load prices were quoted up 1
nt in light trading Wednesday iaia
rtened holiday eve session.
'he tax-exempt market
_ Weald
h a slightly better tone, aftdr peat -
some gains the previous day, but
on was slow ahead of the Thanks -
mg Day break.
several economic reports came in
expected and bad little effect on
pricea
Initial state
unemployment
pl t insurance
claims rose
1,000 to a sea-
sonally adjust-
ed 339,000 in
the week ended
Nov. 20. New
orders for dura-
ble goods grew
2.0% in Octo-
ber to a season -
y adjusted $135.8 billion, the high-
level on record.
Traders reported several small bid
ts circulating in the secondary on
.dnesday, but action was dull and
futures markets closed at 1 p.m.,
item time.
Before the close, however, Trea-
ty bond prices trekked higher and
en faded back to near unchanged
early afternoon.
By session's end, tax-exempt prices
re quoted V4 point higher overall,
t some bonds were said to pop rn to
point
in secondary dollar bond trading,
Please turn to MUNICIPALS Page 32
Columbus Deal to Prepay Pension Li
Could Skirt Tax Laws, Federal Officials
By Lynn Stevens Hume and Karen Pierog
WASHINGTON - Columbus,
Ohio, is poised to sell 627.12 million
of tax-exempt refunding bonds to-
morrow in a controversial transac-
non to prepay, m a discount, money
it am a state pension fund.
Air transaction is controversial
because federal officials and some
lawyers have it could run
afoul 0E1986 tax law chatted
to prohibit tax-exempt bond pro -
toads from being directly or indirect-
ly used for pennon fimds and invest-
ed on an unrestricted bates.
"This is clearly inconsistent with
the purpose of the arbitrage rules and
clearly inconsistent with what Con-
gress was trying to do m 1986," one
federal official said this week.
"Unless the IRS gives some indica-
tion that they do not have a problem
with this, we are not willing to ap-
prove imams of these kinds of
bonds," said William Conner, a law-
yer with Squire, Sanders & Dempsey
in Cleveland.
A lawyer not involved in the deal
who did not want to be identified
warned that the transaction could
cause members of Congress, who are
considering changing the tax law pro-
visions that affect such financings, to
adopt farther restrictions. "It's dan-
gerous for them to be doing this now
when there's pending legidation," he
said.
But Arter & Hadden, Abe Cleve-
land -based law firm that is serving as
special tax counsel for the deal, and
another lawyer familiar with the re-
funding are adamant that the transa -
Pteaw turn to COLUMSUS Page 25
Holders of Defaulted Skyway Bonds Lose
Part of Case That Chicago Breached Duty
By Karen Pierog
CHICAGO - Bondholders of de-
faulted Chicago -Calumet Skyway
debt lost their latest round of litiga-
tion earlier this month when a federal
judge ruled against their claim that
the city of Chi ago breached its fidu-
ciary duty by allowing employee
thefts of toll revenues.
However, Chief Judge James
Moran of the U.S. District Court in
Chicago left open a second bondhold-
er claim that the city also breached its
duty by depositing skyway revenues
in non -interest bearing accounts.
Moran ruled that bondholders
NEWS DIGEST
ifMesae The
ndexes rose modestly from a week ago,
testate a mku.raly last Tuesday
iftemoon and during Wednesday s
abbreviated session. Page 4
Midu secrxftles Industry Associstlnn
resident Marc E. lad ltz and autgokng
Amman Thomas M. O'Donnell discuss
he future of the banking and brokerage
rdustrles.' Page 6
flew Frew no Mk Who In Congress Is
going to Snow in the footsteps ot8Atyt
oniony, the fonner Manila
ongressman and a leading aowoeta of
municipal finance? Many say k's Rep.
Maim J. Coyne, 0 -Pa. Page 4
be Mead Mat Even with its decline
over the past six weeks. the municipal
bond motion has had much to be
thankful for this year, handling over
$300 billion of notes and bonds before
Thanksgiving. Page 24
Ns. M CYsador Page 7
Moan MINI= Pages 2e -3I
gay IMMO@
iewarasabar The Treasury's 30 -year
bond ended loot Wednesday's session
marginally hirer. to yiekt 6.30%.
Comintern Nigh -grade spreads were
unchanged In serenading, whale punk
ended unchanged.
Neatly Yields fun percent)
Bond Buyer indexes:
20 GO Bonds
11 G0 Bonds
25 Revenue Bonds
Municipal Bond Index
Tax -Exempt Notes
Federal Funds
3 Mo. Treasury Bells
90 Yr. Bonds
ards.....Asa UMayllistirn
_._.._
Last Week Prow. Week Year Ago
5.49 5.46 6.26
5.38 5.35 6.16
5.74 5.70 6.47
5.91 5.92 6.47
2.50 2.55 2.75
tie 3.07 no
3.18 3.17 3.28
6.31 6.24 7.53
7.15 7.10 8.05
"cannot recover for the city's alleged
user rnrarw art internal
contras cover revenues and ex -
In his order, Moran wrote that the
employees stole the money for their
own benefit - not the city's - and
that an employer cannot be held lia-
ble for an employee's action commit-
ted solely for the employee's benefit
Bondholders estimated that $13
million of toll revenues were lost to
theft over an 18 -year period ending
in 1988. The lawsuit charged that city
officials were aware of the theft "but
responded to that problem with a
pattern of benign neglect or indif-
ference."
In a press release, Susan S. Sher,
Chicago's corporation counsel, said
Moan's decision "protects the tax-
payers from having to pay millions of
dollars in unsubstantiated claims by
the bondholders." The release also
says that there is now "virtually no
opportunity" for toll thefts due to
technological and accounting safe-
guards placed on the skyway.
Both the theft claim and the loss of
interest claim were part of a 1992
lawsuit filed against Chicago by sky-
way bondholders.
The suit was put on hold earlier
this year when Moran directed city
officials and attorneys for bondhold-
ers to discuss a possible settlement to
the default However, the discussions said they expect to provide triple-A
broke down in April when an accept- ratings on the refunding certificates.
able agreement failed to materialize Fitch does not rate the claims -pay -
for holders of $90.2 million of out- rag ability of FSA, said Amy S. Dop-
standing skyway revenue bonds. pelt, a Fitch senior vice president.
At the time, attorneys for bond- The only bond insurer rated by Fitch,
holders returned to court to press for Doppe t said, is FbiaMdal Guaranty
a ruling on the charges filed in 1992. Insurance Co. -party, the district
Ken Purcell, an attorney at Win- wanted an independent rating," she
ston & Strewn, which is representing said.
bondholders, said the judge's ruling Ina release last'Ithesday, Fitch said
leaves only the bondholders' charge the certificates downgrade "riled"
that Chicago benefited from placing the dinner's hmisedyfiangal
_ - flislte WRAP SKYWAY
Lazard,Merriff
Broke _No ` es
On Swap_ Dew
D.C. Report Says
By Patrice Hill
WASHINGTON - The iDillriet
of Columbia c000pall km week
that Lazard Freres Sea Mlibli a III
Lynch & Co. did min slntp•iiniae
profits or violate distrapielmanwitt
the district in oonnetllaafi is two in-
terest rate swap deakriliefiimamm-
aged in 1991 acid 1992.
The firms had miseligemot to de-
sign and market intwaati lie
the public sector at the rims of the
district offerings,and ttapladtgeed
to split fees on any joint swap drat
But an investigative report by the
district's finance office released
Wednesday found the frsass' agree-
ment was adequately discieasd. aatd
actions by district officials mantas
any fee -splitting arsa pre-
vented the firms from profiting un-
fairly as a result of the agreement.
In particular, the report fared no
wrongdoing by Lazard Freres. the
district's financial adviser since 1986,
for the role it played in arrangiogo
$331 mill) & debt retireasqut Meru
September 1991 that included an in-
terest rate swap. •
Please two to D.C. Page 3
Fitch Drops Ratings
On Los Angeles School
COPs to A From A -Plus
By Brad Altman
LOS ANGELES - Fitch Investors
Service Inc. lowered its ratings to A
from A -plus last week on roughly
S114 million of Los Angeles Unified
School District certificates of partici-
pation, saying the downgrade reflects
the district's limited financial flexi-
bility.
The credit trend is now stable,
Fitch said.
Fitch also assigned an A rating .f0
$69.9 million of school -district re-
funding COPS scheduled for compet-
itive sate tomorrow. The district lies
received a commitment from Finan-
cial Security Assurance Inc. to insure
the refunding ce tificatea, the rating
agency aid.
Based on the credit enhancement,
analysts for Moody's Investors Ser-
vice and Standard & Poor's Corp.
Information Return for Tax -Exempt Governmental Obligations
For, 8038-G
(Rev. May 1993)
Department of the Treasury
Internal Revenue Service
► Under Internal Revenue Code section 145(e)
► see separate Instructions,
(Use Form 8038 -GC if the issue price is under $100,000.)
OMB No. 1545-0720
Part I
Reporting Authority
1 Issuer's 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, state, and ZIP code
Key Biscayne, FL 33149
7 Name of Issue
Land Acquisition Revenue Bonds, Series 1993
If Amended Return, check here 10-
2 Issuer's employer identification number
65 0291811
Room/suite
4 Report number
G19 93- 1
6 Date of issue
Dec 20, 1993
8 CUSIP Number
N/A
T • e of Issue check a • • licable box es and enter the issue • rice
9 0 Education (attach schedule -see instructions)
10 0 Health and hospital (attach schedule -see instructions)
11 0 Transportation
12 0 Public safety
13 0 Environment (including sewage bonds)
14 0 Housing
15 0 Utilities
16 [Y Other. Describe (see Instructions) ► Land for governmental purposes
17 If obligations are tax or other revenue anticipation bonds, check box ► 0
18
If obligations are in the form of a lease or installment sale, check box ► 0
Part III
Issue pnce
9,200,000.00
Description of Obligations
19
20
Final maturity.
Entire issue
Maturity date
Interest rate
Issue price
Stated (redemption
price at maturity
Weighted
avers maturity
% ////%/ f�/��/�/��/���f�
5.837 years
Yield
4.360 %
00
Net terest
cost
A
4.3606
Dec 15, 2003
4.360x,
1,105,000.00
1,105,000.00
r
%/
9,200,000.00
9,200,000.00
•
Uses of Oriainal Proceeds of Bond Issue 8ndudina underwriters' discnuntf
21 Proceeds used for accrued interest
22 Issue price of entire issue (enter amount from line 20, column (c))
23 Proceeds used for bond issuance costs (including underwriters' discount) 23 - 37,000.0
24 Proceeds used for credit enhancement
25 Proceeds allocated to reasonably required reserve or replacement fund
26 Proceeds used to refund prior issues
27 Total (add lines 23 through 26)
28 Nonrefunding proceeds of the issue (subtract line 27 from line 22 and enter amount here)
24
0.0
0.0
21
0.00
22
9,200,000.00
25
26
0.0
Part V
Description of Refunded Bonds (complete this part only for refunding bonds)
29 Enter the remaining weighted average maturity of the bonds to be refunded 0-
30 Enter the last date on which the refunded bonds will be called ►
31 Enter the date(s) the refunded bonds were issued ►
Part VI
27
37,000.00
28
9,163,000.00
years
Miscellaneous
32 Enter the amount of the state volume cap allocated to the issue ►
33 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(B)(i)(111) (small issuer
exception) ► 9,200,000.00
34 Pooled financings:
a Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units ► 0.00
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 ► and the date of the issue ►
35 If the issuer has elected to pay a penalty in lieu of rebate, check box ► 0
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge
and belief, they are true, correct, and complete.
0.00
Please
Sign
Here
1
Signature of officer
Dec 20, 1993 C. Samuel Kissinger, Village Manager
Date
Type or print name and title
For Paperwork Reduction Act Notice,(lee page 1 of the Instructions.
Cat. No. 63773S Form 8038-G (Rev. 5-93)
6/28/93 Published by Tax Management Inc., a Subsidiary of The Bureau of National Affairs, Inc.
8038-G.1
SENDER:
• Complete Items 1 andko 2 for additional services.
• Complete items 3. and 4a & b.
q Print your name and address on the reverse of this form so that we can
return this card to you.
• Attach this form to the front of the mailpiece, or on the back if specs
does not permit.
• Write "Return Receipt Requested" on the mailpiece below the article number
• The Return Receipt Fee will provide you the signature of the person deliverel
to and the date of delivery.
3. Article Addressed to:
Internal Revenue Service
Philadelphia, PA 19255
5. Signature (Addressee)
B. Signature (Agent)
PS Form t : , November 1990 >ru.s. GPO: 1991 —2874136
I also wish to receive the
following services (for an extra
fee):
1. 0 Addressee's Address
2. 0 Restricted Delivery
Consult postmaster for fee.
4a. Art cle Number
P 006 671 864
4b. Service Type
:stared 0 Insured
ified 0 COD
ress Mail 0 Return Receipt for
Merchandise
of Delivery
essee's Address (Only if requested
ee is paid)
DOMESTIC TURN RECEIPT
RECEIPT FOR BONDS
Northern Trust Bank of Florida, N.A. hereby acknowledges
receipt of $9,200,000 aggregate principal amount of Village of
Key Biscayne, Florida Land Acquisition Revenue Bonds, Series
1993.
IN WITNESS WHEREOF, I hereunto set my hand this 20th day of
December, 1993.
NORTHERN TRUST BANK OF
FLORIDA, N.A.
By: Cl)€'/)e A '-'-7-4-b-K.
Anne W. Traba
Managing Executive
VIC E f kES/DEki
M/515JDD/12-15-93
No. R-1 $9,200,000
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE
LAND ACQUISITION REVENUE BOND
SERIES 1993
Registered Owner: Northern Trust Bank
Principal Amount: Nine Million
KNOW ALL MEN BY
Biscayne, Florid
promises to p
above, or r
from the so
specified abo
amortization d
December 15, 2
Bu%d/V NItht u and Dollars
\:,, v
�, t' the Village of Key
S.eir value received, hereby
the Registered Owner shown
on the dates set forth below,
r mentioned, the Principal Amount
ect o the rights of prior prepayment and
in this Bond, this Bond shall mature on
This Bond 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.
93-21 duly adopted by Village Council of the Village on
December 14, 1993 (the "Ordinance") and Resolution No. 93-57
duly adopted by the Village Council of the Village on
December 14, 1993 (the "Resolution", and collectively with the
Ordinance, the "Bond Ordinance"), and is subject to the terms
of said Bond Ordinance. This Bond is issued for the purpose of
acquiring and improving certain undeveloped real property in
the Village for Village purposes and paying costs of issuance
of the Bonds.
Except as otherwise provided herein, this Bond shall bear
interest on the outstanding principal balance from its date of
issuance payable semi-annually on the fifteenth day of each
June and December (the "Interest Payment Dates"), commencing
June 15, 1994, at an interest rate equal to 4.36% per annum.
Interest on this Bond shall be computed on the basis of a
360 -day year consisting of twelve (12) thirty -day months.
In the event that (i) the maximum effective federal
corporate income tax rate (the "Maximum Corporate Tax Rate"),
during any period with respect to which interest shall be
accruing on the Bonds, shall be other than thirty-five percent
(35%), or (ii) the percentage reduction to be applied to the
amount of interest expense incurred or continued to purchase
obligations the interest on which is exempt from tax (within
the meaning of Section 291(e)(1)(B) of the Internal Revenue
Code of 1986, as amended (the "Code")) allowed as a deduction
to the Owners of the Bonds (the "Preference Reduction Rate")
during any period with respect to which interest shall be
accruing on the Bonds, shall be other than twenty percent
(20%), the interest rate on the Bonds shall be adjusted as
follows, effective as of the date of any such change:
The interest rate on the Bonds shall be adjusted to the
product obtained by multiplying the interest rate then in
effect on the Bonds by a fraction, the numerator of which is
equal to the sum of (i) the product of the "Fully Taxable
Equivalent" times one minus the Maximum Corporate Tax Rate in
effect as of the day of adjustment, plus (ii) the "TEFRA
Adjustment" calculated using the Maximum Corporate Tax Rate and
Preference Reduction Rate in effect as of the date of
adjustment, and the denominator of which is equal to the sum of
(i) the product of the "Fully Taxable Equivalent" times one
minus the Maximum Corporate Tax Rate in effect immediately
prior to the date of adjustment, plus (ii) the "TEFRA
Adjustment" calculated using the Maximum Corporate Tax Rate and
Preference Reduction Rate in effect immediately prior to the
date of adjustment.
As used herein: (1) "TEFRA Adjustment" means an adjustment
equal to the product of the following: Cost of Funds
multiplied by the applicable Maximum Corporate Tax Rate
multiplied by the applicable Preference Reduction Rate;
(2) "Cost of Funds" means three percent (3%) per annum; and
(3) "Fully Taxable Equivalent" means six and thirty-nine one
hundredths percent (6.39%) per annum.
The principal of this Bond shall be payable in ten (10)
annual installments on the following dates and in the following
amounts:
Payment Dates Amounts
12-15-94 $ 755,000
12-15-95 785,000
12-15-96 820,000
12-15-97 855,000
12-15-98 895,000
12-15-99 935,000
12-15-00 975,000
12-15-01 1,015,000
12-15-02 1,060,000
12-15-03 1,105,000
2
In the event that any payment of principal of or interest
on the Bonds is not made at the time due hereunder, then such
unpaid amount shall bear interest from its due date until paid
at a rate equal to seventy-five percent (75%) of the
then -applicable "Prime Rate" of Northern Trust Bank of Florida,
N.A., adjusted on each Interest Payment Date for changes in
such "Prime Rate".
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 payable from and secured by a pledge and
assignment of proceeds of the public service tax authorized by
Part III, Chapter 166, Florida Statutes and received by the
Village pursuant to Section 8.04 of the Charter of the Village,
and any other revenues received by the Village which are
intended to replace all or any portion of such taxes, such as
emergency state or federal grants intended for such purpose
(the "Pledged Revenues").
THIS BOND 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 THE PLEDGED
REVENUES. THE ISSUANCE OF THIS BOND SHALL NOT DIRECTLY OR
INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO
PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THIS
BOND CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR
EQUITABLE, UPON ANY PROPERTY OF THE VILLAGE, AND THE HOLDER OF
THIS BOND SHALL HAVE NO RECOURSE TO THE POWER OF TAXATION.
The Bonds are subject to extraordinary mandatory prepayment
in whole (i) at any time prior to June 15, 1994, in the event
that the Village determines not to acquire the Project prior to
such date, (ii) on June 15, 1994 in the event that the Project
has not been acquired by the Village on or prior to such date,
and (iii) in the event and on the date that the Project (if
acquired by the Village) is sold by the Village while the Bonds
are outstanding, each at a price of par plus accrued interest
to the date of prepayment.
The Bonds are subject to optional prepayment in whole or in
part at any time, and if in part, in an aggregate principal
amount of at least $100,000 and in inverse order of the
maturity of principal installments or portions thereof, at a
redemption price equal to par plus the applicable "Prepayment
Loss Reimbursement", plus accrued interest thereon to the date
of prepayment.
3
As used herein, "Prepayment Loss Reimbursement" means the
greater of (a) zero or (b) the sum of (i) the present value of
the remaining interest and principal payments due on the Bonds,
discounted at the Treasury Rate plus 1.0% multiplied by one
minus the Maximum Corporate Tax Rate in effect as of the day of
prepayment plus the "TEFRA Adjustment" calculated using the
Maximum Corporate Tax Rate and Preference Reduction Rate in
effect as of the date of prepayment, less (ii) the remaining
principal of such Bonds at par.
As used herein, the "Treasury Rate" shall be determined by
reference to the Federal Reserve Statistical Release H.15(519)
which becomes publicly available at least two business days
prior to the date as of which such determination is being made
(or, if the Statistical Release is no longer published, any
publicly available source of similar market data), and shall be
the most recent weekly average yield on actively traded U.S.
Treasury maturities adjusted to a constant maturity equal to
the then Remaining Weighted Average Life to Retirement of the
Bonds (the "Remaining Life"). If the Remaining Life is not
equal to the constant maturity of a U.S. Treasury security for
which a weekly average yield is given, the Treasury Rate shall
be obtained by linear interpolation (calculated to the nearest
one -twelfth of a percent) from the weekly average yields of the
actively traded U.S. Treasury security with the duration
closest to and greater than the Remaining Life of the Bonds,
except that if the Remaining Life is less than one year, the
weekly average yield of actively traded U.S. Treasury
securities adjusted to a constant maturity of one year shall be
used. The Treasury Rate will be computed to one thousandth of
a percentage point and then rounded to one hundredth of a
percent point.
As used herein, the "Weighted Average Life to Retirement"
means as of the time of the determination thereof the number of
years obtained by dividing the then Remaining Dollar -years of
the Bonds by the then outstanding principal amount of the
Bonds. "Remaining Dollar years" of Bonds means the amount
obtained by (1) multiplying the amount of each then remaining
principal installment including the final installment due at
maturity, by the number of years (calculated to the nearest
one -twelfth) which will elapse between the date as of which the
calculation is made and the due date of that installment and
(2) totaling all the products obtained in (1).
Written notice of any such optional prepayment shall be
given by the Village to the Owners of the Bonds at least five
(5) days prior to the date fixed for prepayment.
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:
4
1. The Village shall keep books for the registration of
Bonds and for the registration of transfers of Bonds as
provided in the Resolution. Bonds 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 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 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 $250,000. 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. 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.
3. In 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 shall 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
for a period of 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 shall 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.
5
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 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 20th day of December, 1993.
Village Clerk
(SEAL)
6
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
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
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 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.
7
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
(Minor)
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
in common
(State)
Additional abbreviations may also be used though not in the
list above.
M/541JDD/12-15-93
8
PAYMENT SCHEDULE
Payment Fiscal
Date Principal Interest Total Year Total
6/15/94 $0.00 $194,988.89 $194,988.89 $194,988.89
12/15/94 755,000.00 200,560.00 955,560.00
6/15/95 0.00 184,101.00 184,101.00 1,139,661.00
12/15/95 785,000.00 184,101.00 969,101.00
6/15/96 0.00 166,988.00 166,988.00 1,136,089.00
12/15/96 820,000.00 166,988.00 986,988.00
6/15/97 0.00 149,112.00 149,112.00 1,136,100.00
12/15/97 855,000.00 149,112.00 1,004,112.00
6/15/98 0.00 130,473.00 130,473.00 1,134,585.00
12/15/98 895,000.00 130,473.00 1,025,473.00
6/15/99 0.00 110,962.00 110,962.00 1,136,435.00
12/15/99 935,000.00 110,962.00 1,045,962.00
6/15/00 0.00 90,579.00 90,579.00 1,136,541.00
12/15/00 975,000.00 90,579.00 1,065,579.00
6/15/01 0.00 69,324.00 69,324.00 1,134,903.00
12/15/01 1,015,000.00 69,324.00 1,084,324.00
6/15/02 0.00 47,197.00 47,197.00 1,131,521.00
12/15/02 1,060,000.00 47,197.00 1,107,197.00
6/15/03 0.00 24,089.00 24,089.00 1,131,286.00
12/15/03 1,105,000.00 24,089.00 1,129,089.00 1,129,089.00
M/543JDD/12-16-93
RUDEN, BARNETT, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A.
ATTORNEYS AT LAW
BOCA RATON
FORT LAUDERDALE
MIAMI BEACH
701 BRICKELL AVENUE NAPLES
SUITE 1900 SARASOTA
MIAMI, FLORIDA 33131 TALLAHASSEE
(305) 789-2700
BROWARD LINE (305) 763-2311
FAX (305) 789-2793
December 20, 1993
The Village Council of the
Village of Key Biscayne, Florida
Northern Trust Bank of Florida, N.A.
Miami, Florida
WRITER'S DIRECT DIAL NUMBER
Re: $9,200,000 Village of Key Biscayne, Florida Land
Acquisition Revenue Bonds, Series 1993
Ladies and Gentlemen:
We have acted as bond counsel in connection with the
issuance by the Village of Key Biscayne, Florida (the
"Village") of its $9,200,000 Land Acquisition Revenue Bonds,
Series 1993 initially issued and delivered on this date (the
"Bonds") pursuant to 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 and other
applicable provisions of law (collectively, the "Act"), and
Ordinance No. 93-21 and Resolution No. 93-57, both duly adopted
by the Village Council of the Village on December 14, 1993
(collectively, the "Ordinance").
We have examined the Act, the Ordinance and such certified
copies of the proceedings of the Village and of such other
documents as we have deemed necessary to render this opinion.
As to the questions of fact material to our opinion, we have
relied upon representations of the Village contained in the
Ordinance and in the certified proceedings and other
certifications of public officials furnished to us without
undertaking to verify such representations by independent
investigation.
Based on the foregoing, we are of the opinion that, under
existing law:
The Village Council of the
Village of Key Biscayne, Florida
Northern Trust Bank of
Florida, N.A.
December 20, 1993
Page 2
1. The Village is duly created and validly existing as a
municipality under the Constitution and laws of the State of
Florida, with the power to adopt the Ordinance, to perform its
obligations thereunder and to issue the Bonds.
2. The Ordinance has been duly adopted by the Village and
constitutes a valid and binding obligation of the Village,
enforceable in accordance with its terms.
3. The issuance and sale of the Bonds has been duly
authorized by the Village. The Bonds 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 Ordinance, solely from the Pledged
Revenues, as defined in the Ordinance. The Bonds 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 Bonds shall not
directly or indirectly or contingently obligate the Village to
levy or to pledge any form of taxation whatsoever therefor nor
shall the Bonds constitute a charge, lien or encumbrance, legal
or equitable, upon any property of the Village, and the owners
of the Bonds shall have no recourse to the taxing power of the
Village.
4. Under existing statutes, regulations, rulings and
judicial decisions, interest on the Bonds is excluded from
gross income for federal income tax purposes and 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 Bonds
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 Bonds.
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 Bonds in order for interest on the Bonds to be excluded
RUDEN, BARNETT, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A.
The Village Council of the
Village of Key Biscayne, Florida
Northern Trust Bank of
Florida, N.A.
December 20, 1993
Page 3
from gross income for federal income tax purposes. The failure
to meet these requirements may cause interest on the Bonds to
be included in gross income for federal income tax purposes
retroactively to the date of issuance of the Bonds. The
Village has covenanted in the Ordinance to take the actions
necessary to comply with such requirements and to refrain from
taking any actions that would cause interest on the Bonds to be
included in gross income for federal income tax purposes.
We are further of the opinion that the Bonds 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).
5. The Bonds 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 Bonds and the enforceability of the Bonds
and the 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,
RUDEN, BARNETT, McCLOSKY, SMITH,
SCHUSTER & RUSSELL, P.A.
44,, 6aoidt, )91cacbli,, grut
M/516JDD
RUDEN, BARNETT, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A.
WEISS SEROTA & HELFMAN, P.A.
LILLIAN ARANGO DE LA HOZ
EDWARD G GUEDES
STEPHEN J HELFMAN
GILBERTO PASTORIZA
ELLEN NOLEN SAUL
JOSEPH H SEROTA
ROBERT TISCHENKEL
RICHARD JAY WEISS
ATTORNEYS AT LAW
2665 SOUTH BAYSHORE DRIVE
SUITE 204
MIAMI, FLORIDA 33133
TELEPHONE (305) 854-0800
TELECOPIER (305) 854-2323
December 20, 1993
The Village Council of the
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, Florida 33149
The Northern Trust Bank of Florida
Miami, Florida
BROWARD OFFICE
500 SOUTHEAST 6TH STREET
SUITE 200
FORT LAUDERDALE, FLORIDA 33301
TELEPHONE (305) 763-1189
Re: $9,200,000 Village of Key Biscayne, Florida Land
Acquisition Revenue Bonds, Series 1993
Ladies and Gentlemen:
We have acted as Village Attorney for the Village of Key
Biscayne, Florida (the "Village") in connection with the issuance
of the Village's $9,200,000 Land Acquisition Revenue Bonds, Series
1993 (the "Bonds"). In such capacity, we have examined the
following:
a. Ordinance No. 93-21 and Resolution No. 93-57, both
adopted by the Village Council on December 14, 1993,
authorizing the issuance of the Bonds (collectively, the
"Ordinance") ;
b. The Village Charter, as amended (the "Charter"), and
Chapter 166, Florida Statutes, as amended; and
c. Such other documents, certificates, records and
proceedings as we have considered necessary to enable us
to render this opinion.
Based on such examinations, we are of the opinion that:
1. The Ordinance has been duly adopted and that no further
action of the Village is required to authorize the issuance, sale
and delivery of the Bonds. The Ordinance 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
The Village Council
The Northern Trust Bank of Florida
December 20, 1993
Page 2
by general principles of equity.
2. The issuance, sale and delivery of the Bonds and the
adoption of the 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 but 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. We are advised by the Village that the Village is
currently receiving the public service taxes as authorized by Part
III, Chapter 166, Florida Statutes, which constitute the Pledged
Revenues (as defined in the Ordinance), pursuant to the provisions
of Section 8.04 of the Charter. The Village is lawfully empowered
to pledge and has pledged the Pledged Revenues to the payment of
the Bonds, as defined in and as described in the Ordinance.
4. 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 Ordinance, or adversely affect the validity
of the Bonds or the security therefor.
Respectfully submitted,
WEISS SEROTA & HELFMAN, P.A.
30)1,s1-6. J4e414,01m,-P.A.
RJW/dc
WFTSc SF -ROTA Fly HFT FMAN P A
STATE OF FLORIDA
DIVISION OF BOND FINANCE
LOCAL BOND MONITORING SECTION
BOND INFORMATION FORM
Part I. Issuer Information
1. Name of Governmental Unit Village of Key .Biscayne, Florida
2. Mailing Address 85 West McIntyre Street
3. City Key Biscayne
5. Zip Code 33149
4. County Dade
6. Type of Issuer
0 County 0 Dependent Special District
® City ClIndependent Special District
=Authority =Other
Part II. Bond Issue Information
1. Name of Issue Village of Key Biscayne, Florida Land Acquisition
Revenue Bonds, Series 1993
2. Amount Issued $ 9,200,000 3, Amount Authorized $ 9,200,000
4. Dated Date 12/20/93 5. Sale Date 12/14/93
6. Delivery Date 12/20/93
7. Legal Authority for Issuance
Florida Statutes
Special. Acts
Other
8. Type of Issue
Chapter 166, Part II
Village Charter
CDGeneral Obligation Revenue
O Special Assessment p Special Obligation
9. Specific Revenue(s) Pledged
(1) Primary public service tax
(2) Secondary
(3) Tertiary
(4) Other
10. Purpose(s) of the Issue
(1) acquiring and improving undeveloped real property
(2) paying costs of issuance
(3)
R.vis.d 9/90 BM
BF2003
10a. If purpose is refunding, complete the following:
(1) For each issue refunded, list name of issue, dated date,
original par value of issue, and amount of par value
refunded.
(a)
(b)
(c)
(2) Refunded debt has been: ❑retired, or ❑ defeased
11. Type of Sale
Cp Competitive Bid
'[ 3 Negotiated
® Private Placement
12. Basis of Interest Rate Calculation Rate
Q Net Interest Cost Rate (NIC)
0 True Interest Cost Rate (TIC)
❑ Canadian Interest Cost Rate (CIC)
❑ Other
13. Insurance
❑ AMBAC (MGIC) ❑ MBIA
14. Rating(s)
Moody's
Other
4.36%
Q NONE
Standard & Poor's
® None
15. Financial Advisor or Consultant
Clayton Brown & Associates, Inc.
16. Bond Counsel
Ruden, Barnett, McClosky, Smith; Schuster & Russell, P.A.
17. Lead Managing Underwriter
N.A.
18. Paying Agent
Village of Key Biscayne
19. Registrar
Village of Key Biscayne
20. Maturity Schedule (Fill in following schedule showing annual
amounts for bond years or attach completed maturity schedule.)
Maturity Date Coupon Annual Principal Mandatory
jmo/dav/vr) __ _ Interest (Par Value) Term Amortization
12-15-94
12-15-95
12-15-96
12-15-97
12-15-98
12-15-99
12-15-00
12-15-01
12-15-02
12-15-03
4.36% 395,548.89
4.36 368,202
4.36 333,976
4.36 298,224
4.36 260,946
4.36 221,924
4.36 181,158
4.36 138,648
4.36 94,394
4.36 48,178
755,000
785,000
820,000
855,000
895,000
935,000
975,000
1,015,000
1,060,000
1,105,000
RUDEN, BARNETT, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A.
ATTORNEYS AT LAW
FORT LAUDERDALE
NAPLES
701 BRICKELL AVENUE
SUITE 1900 SARASOTA
MIAMI, FLORIDA 33131 TALLAHASSEE
(305) 789-2700
BROWARD LINE (305) 763-2311
FAX (305) 789-2793
January 24, 1994
To the Persons on the Attached Distribution List
WRITER'S DIRECT DIAL NUMBER
(305) 789-2762
Re: $9,200,000 Village of Key Biscayne, Florida, Land
Acquisition Revenue Bonds, Series 1993
Ladies and Gentlemen:
Enclosed is a bound transcript for the above -captioned bond
issue. It was a pleasure working with each of you and I hope
to have the opportunity to do so again.
Very truly yours,
RUDEN, BARNETT, McCLOSKY, SMITH,
SCHUSTER & RU ELL, P.A.
Jeffrey D. DeCarlo
JDD:sy
Enclosure
M/1362PERSFY
VILLAGE OF KEY BISCAYNE, FLORIDA
LAND ACQUISITION REVENUE BONDS, SERIES 1993
Distribution List
C. Samuel Kissinger
Village Manager
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, FL 33149
Richard Jay Weiss, Esq.
Weiss Serota & Helfman, P.A.
2665 South Bayshore Drive
Suite 204
Miami, FL 33133
Percy R. Aguila, Jr.
Clayton Brown & Associates, Inc.
201 South Biscayne Boulevard
Miami Center - Suite 830
Miami, FL 33131
M/566JDD/1-24-94
Ms. Anne W. Traba
Vice President
Northern Trust Bank of
Florida, N.A.
328 Crandon Boulevard
Key Biscayne, FL 33149
Mr. Daniel E. Denys
Vice President - Public
Finance
The Northern Trust Company
50 South LaSalle Street
Chicago, IL 60675
Jeffrey D. DeCarlo, Esq.
Ruden, Barnett, McClosky,
Smith, Schuster & Russell,
P.A.
701 Brickell Avenue
Suite 1900
Miami, FL 33131
off VV4
WIEUS_PISBUBSEMEr 921611
SELLER: PRECISION VALVE CORPORATION, A NEW YORK CORPORATION
C: C. REBOZO, INDIVIDUALLY AND AS TRUSTEE
BUYER: THE VILLAGE OF KEY BISCAYNE, FLORIDA, A POLITICAL
SUBDIVISION OF THE STATE OF FLORIDA
PROPERTY: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART
HEREOF
CLOSING DATE: FEBRUARY 10, 1994
Cash to Close 1
By Wire Transfer ' Znto Account No.005-605974-5
Documentary Stamps (Deed)
Surtax (Deed)
Recording Costs:
Deed (PVC)
Deed (PVC i Reboso)
Non -Identity Affidavit
Non -Identity Affidavit
Affidavit Re: Matheson
Surveyor's Af f idavit
Surveyor's Affidavit
Surveyor's Affidavit
Abstract of Title to
Attorney's Title
Title Update
Title Examination Fee to
Chicago Tit]Je
Owner's Title In*uranca Policy
i!alo $9,099,;629.44
TOTAL CLOSING EXPENSES
54,597.78
40,948.33
24.00
19.50
15.00
15.00
10.50
15.00
13.00
19.50
520.00
175.00
425.00
29,375.00
TOTAL CASH TO CLOSE AND CLOSING EXPENSES
Payable to Weiss, Serota & Heitman, P.A.,
Trust Account
IGLU, 1.1 - 95
126, 174.61
;„ 8.769.986.56
EXHIBIT 8
Set forth below is the estimated itemization of costs of
issuance for a publicly -offered general obligation bond issue
and a bank loan.
Oats gf Issuanaq
Bond Counsel Fees (maximum)
Expenses (maximum)
Financial Advisor
Printing/Official statement
Paying Agent/Registrar
Village Counsel Expenses
Title Insurance
Surveys/Appraisals
Bank Counsel
Miscellaneous and Contingency
General Obfgation*
$ 25,000
5,000
12,500
15,000
3,500
2,500
30,000
25,500
-0_
x.000
$124.00q
BaDk Loan
$ 18,000
2,000
12,500
-0-
-0-
2,500
30,000
25,500
4,500
5.000
40111 000
* Does not include underwriters' fees, rating agency fess or
bond insurance costs.
M/468JDD/11-16.93
Set forth below is the itemization of costs of issuance that are now estimated to total
$180,000.
Costs oflssuance Public Offering Private Placeme
Bond Counsel 35000 40,000 30,000
Financial Advisor 25,000 25,000
Printing/Official Statement 15,000 -0-
Paying Agent/Registrar/Escrow 3,500 3,500
Village Counsel Expenses 2,500 2,500
Title Insurance 30,000 30,000
Surveys/Appraisals 25,500 25,500
Others= 38,500 38,500
Bank Counsel -0- 6,000
MISC. & Contingency 5+0_00 5,000
$185,000 $166,000
**Expenses of the Village that have been incurred to date.
RUDEN, BARNETT, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A.
ATTORNEYS AT LAW
BOCA RATON 701 BRICKELL AVENUE NAPLES
FORT LAUDERDALE SUITE 1900 SARASOTA
MIAMI BEACH MIAMI, FLORIDA 33131 TALLAHASSEE
(305) 789-2700
BROWARD LINE (305) 763-2311
FAX (305) 789-2793
August 19, 1993
BY MESSENGER
C. Samuel Kissinger, Village Manager
Village of Key Biscayne
85 West McIntyre Street
Key Biscayne, FL 33149
Re: Land Acquisition Bonds
Dear Sam:
WRITER'S DIRECT DIAL NUMBER
(305) 789-2762
I reviewed the cost of issuance budget prepared by Percy
Aguila for a public offering (i.e., underwriting) of the
bonds. I agree with his estimates, except that he left out
out-of-pocket expenses of bond counsel, which, under our
contract, are capped at $5,000. Therefore, the $35,000 figure
should be increased to $40,000. I should add that I do not
know anything about the fees to be charged by Village Counsel,
although Percy's figure looks reasonable to me.
You asked to advise you of what the costs of issuance would
look like if the bonds were privately placed with a bank (i.e.,
if the Village obtained a bank loan rather than publicly
offered the bonds through an underwriter). In general, the
costs would be the same, except for the following:
1. Bond counsel fees and expenses would be
$10,000 less, or a total of $30,000.
2. The item "printing Official Statement" would
be eliminated.
3. There would be an additional cost for counsel
to the Bank to review documents, which I would
estimate to be $6,000.
C. Samuel Kissinger, Village Manager
August 19, 1993
Page 2
Obviously, the underwriters fee and bond insurance premium
reflected in Percy's sources and use table would also be
eliminated.
As you requested, I have attached to this letter a copy of
Percy's list of issuance expenses, marked to show the changes
noted above, plus the addition of a second column to show the
differences in a private placement.
Also enclosed is a resolution (required by federal tax
regulations) declaring the Village's intent to reimburse itself
for expenditures incurred prior to issuing the Bonds. The
$11,500,000 number in Section 2 is intentionally high in order
to allow some leeway if the purchase price of the land or other
costs increase.
Please call me if you have any questions.
Very truly yours,
RUDEN, BARNETT, McCLOSKY, SMITH,
SCHUSTER & RUSSELL, P.A.
Jeffrey D. DeCarlo
JDD:sy
Enclosures
cc: Percy Aguila, Jr., w/att. (via fax)
M/1321PERSFY
21. Optional Redemption Provisions
See Exhibit A attached hereto.
22. Comments:
Part III. Respondent Information
1. Name C. Samuel Kissinger
Title Village Manager
Phone (305) 365-5514
02„0
LA?
Date Report Submitted December 20, 1993
Part IV. Please return completed form along with Final Official
Statement, if any to:
Department of General Services
Division of Bond Finance
Koger Executive Center
2737 Centerview Drive
Knight Building, Suite 312
Tallahassee, Florida. 32399-0950
(904) 488-4782
Exhibit A
The Bonds are subject to optional prepayment in whole or in
part at any time, and if in part, in an aggregate principal
amount of at least $100,000 and in inverse order of the
maturity of principal installments or portions thereof, at a
redemption price equal to par plus the applicable "Prepayment
Loss Reimbursement", plus accrued interest thereon to the date
of prepayment.
As used herein, "Prepayment Loss Reimbursement" means the
greater of (a) zero or (b) the sum of (i) the present value of
the remaining interest and principal payments due on the Bonds,
discounted at the Treasury Rate plus 1.0% multiplied by one
minus the Maximum Corporate Tax Rate in effect as of the day of
prepayment plus the "TEFRA Adjustment" calculated using the
Maximum Corporate Tax Rate and Preference Reduction Rate in
effect as of the date of prepayment, less (ii) the remaining
principal of such Bonds at par.
As used herein, the "Treasury Rate" shall be determined by
reference to the Federal Reserve Statistical Release H.15(519)
which becomes publicly available at least two business days
prior to the date as of which such determination is being made
(or, if the Statistical Release is no longer published, any
publicly available source of similar market data), and shall be
the most recent weekly average yield on actively traded U.S.
Treasury maturities adjusted to a constant maturity equal to
the then Remaining Weighted Average Life to Retirement of the
Bonds (the "Remaining Life"). If the Remaining Life is not
equal to the constant maturity of a U.S. Treasury security for
which a weekly average yield is given, the Treasury Rate shall
be obtained by linear interpolation (calculated to the nearest
one -twelfth of a percent) from the weekly average yields of the
actively traded U.S. Treasury security with the duration
closest to and greater than the Remaining Life of the Bonds,
except that if the Remaining Life is less than one year, the
weekly average yield of actively traded U.S. Treasury
securities adjusted to a constant maturity of one year shall be
used. The Treasury Rate will be computed to one thousandth of
a percentage point and then rounded to one hundredth of a
percent point.
As used herein, the "Weighted Average Life to Retirement"
means as of the time of the determination thereof the number of
years obtained by dividing the then Remaining Dollar -years of
the Bonds by the then outstanding principal amount of the
Bonds. "Remaining Dollar years" of Bonds means the amount
obtained by (1) multiplying the amount of each then remaining
principal installment including the final installment due at
maturity, by the number of years (calculated to the nearest
one -twelfth) which will elapse between the date as of which the
calculation is made and the due date of that installment and
(2) totaling all the products obtained in (1).
M/542JDD/12-15-93
STATE OF FLORIDA
DIVISION OF BOND FINANCE
LOCAL BOND MONITORING SECTION
BOND DISCLOSURE FORM - NEGOTIATED SALE
Disclosure form for units of local government for bonds sold by
negotiated sale, as required by Section 218.38(1)(c)1, Florida
Statutes, as amended in 1982. This form must be completed and
returned to the Division within 120 days after the delivery of the
bonds.
1. Title of unit of local government: Village of Key Biscayne,
Florida
2. Mailing Address: 85 West McIntyre Street
Key Biscayne, FL 33149
3. Name of bond issue: Village of Key Biscayne, Florida Land
Acquisition Revenue Bonds, Series 1993
4. Amount issued: $9,200,000
5. Dated date: 12/20/93 6. Delivery date 12/20/93
7. Name and address of the managing underwriter connected with
bond issue: None - private placement
8. Name and address of any attorney or financial consultant who
advised the unit of local government with respect to the bond
issue:
(1) Ruden, Barnett, McClosky, Smith, Schuster & Russell, P.A.
701 Brickell Avenue - Suite 1900
Miami, FL 33131'
(2) Weiss Serota & Helfman, P.A.
2665 South Bayshore Drive - Suite 204
Miami, FL 33133
(3) Clayton Brown & Associates, Inc.
201 South Biscayne Boulevard - Suite 830
Miami, FL 33131
(If additional space is needed, continue on separate sheet.)
BF 2004-B
Revised 9/90 BM
9. Management fee charged by underwriter: $ N.A.
par value.
per thousand
10. Underwriter's expected gross spread: $ N.A. per thousand par
value.
11. Any fee, bonus, or gratuity paid in connection with the bond
issue, by any underwriter or financial consultant to any
person not regularly employed or engaged by such underwriter
or consultant:
(1) Name N.A. Amount $
(2) Name Amount $
(3) Name Amount $
(If additional space is needed, continue on separate sheet.)
12. Any other fee paid by the unit of local government with
respect to the bond issue, including any fee paid to attorneys
or financial consultants:
Ruden, Barnett, McClosky,
(1) Name Smith, Schuster & Russell, P.A. Amount $ 18,000.00
(2) Name Weiss Serota & Helfman, P.A. Amount $2.500.00
(3) Name Clayton Brown & Associates, Inc. Amount $12,500.00
(4) Name Amount $
(If additional space is needed, continue on separate sheet.)
13. 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 coordinating
the issuance of b.e bophis must be affixed hereto.
Signature /--
Title Village Manager
Date December 20, 1993
14. For further information regarding this form, the Division
should contact:
Name C. Samuel Kissinger Phone No.(305) 365-5514
15. Completed form should be returned to:
Department of General Services
Division of Bond Finance
Roger Executive Center
2737 Centerview Drive
Knight Building, Suite 312
Tallahassee, Florida 32399-0950
(904) 488-4782