HomeMy Public PortalAboutTab 08.pdfSIGNATURE AND NO LITIGATION CERTIFICATE
We, the undersigned, DO HEREBY CERTIFY that:
1. We did heretofore cause to be officially documented the $2,808,952
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Tax Revenue Refunding Bonds, Series 2011 of the Village of Key Biscayne,
Florida (the g "Village") dated September 30, 2011, issued as one Bond in the principal amount of
$2,808,952 (the "Bonds").
2. Franklin Caplan, Mayor of the Village, has executed the Bonds by his
manual signature, and 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. We have caused the official seal of the Village to be imprinted on the
Bonds, and John C. Gilbert, Interim Manager of the Village, caused such seal to be attested by
his signature, and said John C. Gilbert was on the date his signature was placed on the Bonds and
is now the duly appointed, qualified and acting Interim Manager of the Village.
4. 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. The Village Council, by Ordinance No. 2011-9 adopted on August 30,
2011 (the "Ordinance") and Resolution No. 2011-26 adopted on August 30, 2011 (the "Bond
Resolution", and collectively with the Ordinance, the "Bond Ordinance"), has authorized the
issuance of the Bonds, 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 Bonds.
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
Bonds.
8. No litigation or other proceedings to which the Village is a party are
pending,
endin 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) or affecting the validity of the Bonds or the pledge by the Village
of the Pledged Revenues, as specified in the Bond Ordinance, to pay the principal of and interest
on the Bonds, as provided under the aforesaid documents, (c) questioning or affecting the validity
of any pg 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
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elected officials or 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. 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.
10. There has been no material adverse change in the financial condition or
operations of the Village since September 30, 2010 (the date of its last annual audited financial
statements).
IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal
of the Village this 30th day of September, 2011.
(SEAL)
NATURE %1( TITLE OF OFFICE TERM OF OFFICE EXPIRES
-Mayor 11/13/2012
Villagc Clcrk
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Discretion of Village Council