Loading...
HomeMy Public PortalAbout7-Signature No Litigation Cert.pdfSIGNATURE AND NO LITIGATION CERTIFICATE We, the undersigned, DO HEREBY CERTIFY that: 1. We did heretofore cause to be officially documented the $11,238,000 Capital Improvement Revenue Refunding Bond, Series 2021 of the Village of Key Biscayne, Florida (the “Village”) dated January 15, 2021, issued as one Bond in the principal amount of $11,238,000 (the “Bond”). 2. Michael Davey, Mayor of the Village, has executed the Bond by his manual signature, and the Mayor was on the date his signature was placed on the Bond and is now the duly elected, qualified and acting Mayor of the Village. 3. We have caused the official seal of the Village to be imprinted on the Bond, and Jocelyn Brewster Koch, Village Clerk of the Village, caused such seal to be attested by her signature, and said Jocelyn Brewster Koch was on the date her signature was placed on the Bond and is now the duly appointed, qualified and acting Village Clerk of the Village. 4. The seal which has been impressed on the Bond and upon this certificate is the legally adopted, proper and only seal of the Village. 5. The Village Council, by Ordinance No. 2020-05 adopted on November 17, 2020 (the “Ordinance”) and Resolution No. 2021-03 adopted on January 12, 2021 (the “Resolution”, and collectively with the Ordinance, the “Bond Ordinance”), has authorized the issuance of the Bond, and said Bond Ordinance has not been modified or amended since the date of such adoption. 6. 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 Bond. 7. 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 Bond. 8. 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 Bond, (b) questioning or affecting the validity of the Bond or the covenant of the Village to budget and appropriate non-ad valorem revenues, all as specified in the Bond Ordinance, to pay the principal of and interest on the Bond, as provided under the aforesaid documents, (c) questioning or challenging the legality, enforceability or validity of any of the Village ’s non-ad valorem r evenues, (d) questioning or affecting the validity of any proceedings for the authorization, sale, execution, issuance or delivery of the Bond, or the security therefor or wherein an unfavorable decision, ruling or finding would adversely affect the ability of the Village to comply with the terms of the Bond Ordinance or the Bond , (e) questioning or affecting the 2 organization or existence of the Village or the title to office of the elected officials or officers thereof, or (f) questioning or affecting the power and authority of the Village to issue the Bond, nor do the undersigned have any knowledge that there is any basis therefor. 9. The execution, delivery, receipt and due performance of the Bond 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. 10. There has been no material adverse change in the financial condition or operations of the Village since September 30, 2019 (the date of its last annual audited financial statements). All of the financial information provided by the Village to Key Government Finance, Inc., the purchaser of the Bond, is accurate. 11. The Village is not in default in the payment of the principal of or interest on any indebtedness for borrowed money and is not in default under any instrument under and subject to which any indebtedness may be incurred, and no event has occurred and is continuing under the provisions of any such instrument which, with the lapse of time or the giving of notice, or both, would constitute an event of default thereunder. The Village is not in default in the performance of any of the covenants and obligations assumed by it under the Bond Ordinance. 12. The Village is not in violation of any existing law, court or administrative regulation, decree or order and is not in default in the performance of any material obligations to be performed by the Village under any agreement, indenture, lease or other instrument to which the Village is subject or by which it or any of its assets are bound. The enactment of the Ordinance, the adoption of the Resolution and the execution, delivery and due performance of the Bond Ordinance and the Bond, and the compliance by the Village with the provisions thereof, will not conflict with or constitute on the part of the Village a breach of or a default under the Village’s Charter or Code of Ordinances or 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 or any of its assets are bound. 13. The Village is authorized to collect the legally available Non- Ad Valorem Revenues (as defined in the Bond Ordinance) and to covenant to budget and appropriate the legally available Non-Ad Valorem Revenues as security for the Bond, in the manner provided in the Bond Ordinance. 14. The Village has duly performed all of its obligations under the Bond Ordinance to be performed by it at or before the date hereof. All representations and warranties of the Village contained in the Bond Ordinance are true and correct as of the date hereof as if made on this date. 3 15. All proceedings of the Village at which the authorization and sale of the Bond were considered were conducted in compliance with the provisions of all applicable state and local public meetings laws. Neither the undersigned Mayor nor, and to the best knowledge of the Mayor, any other member of the Village Council, while meeting together with any other member or members of the Village Council, reached any conclusion as to the actions taken by the Village Council with respect to the Ordinance, the Resolution or the Bond, the security therefor, the application of the proceeds therefrom, the sale of the Bond to Key Government Finance, Inc. or any other material matters with respect to the Ordinance, the Resolution or the Bond, except at duly noticed meetings of the Village Council. [Signature Page Follows] ov KBYB' WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal 4�/ a f`t �, '; ' a this 15th day of January, 2021. s IGNA RE TITLE OF OFFICE TERM OF OFFICE EXPIRES Mayor 11/2022 Village Clerk Discretion of Village Council Signature Page to Signature and No Litigation Certificate 4