HomeMy Public PortalAbout8) Signature and No-Litigation Certificate.pdfSIGNATURE AND NO LITIGATION CERTIFICATE
We, the undersigned, DO HEREBY CERTIFY that:
1. We did heretofore cause to be officially documented the $6,575,000
Stormwater Utility Refunding and Improvement Revenue Bonds, Series 2013 of the Village of
Key Biscayne, Florida (the "Village") dated January 7, 2014, issued as one Bond in the principal
amount of $6,575,000 (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 Conchita H. Alvarez, Village Clerk of the Village, caused such seal to be attested by
her signature, and said Conchita H. Alvarez was on the date her signature was placed on the
Bonds and is now the duly appointed, qualified and acting Village Clerk 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. 2013-9 adopted on December 3,
2013 (the "Ordinance") and Resolution No. 2013-42 adopted on December 3, 2013 (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, 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 by the Village
of the Stormwater Utility Fees, 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 Bonds, as 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
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, 2012 (the date of its last annual audited financial
statements).
WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal
this 7th day of January, 2014.
TITLE OF OFFICE TERM OF OFFICE EXPIRES
Mayor 11/13/2014
��7P Village Clerk Discretion of Village Council
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