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HomeMy Public PortalAboutSeries 1995.tifRU DEN, 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 FORT LAUDERDALE (305) 764-6660 FAX (305) 789-2793 May 5, 1995 To the Parties on the Attached Distribution List WRITER'S DIRECT DIAL NUMBER (305)789-2762 Re: Village of Key Biscayne, Florida Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 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 & RUSSELL, P.A. CC Jeffrey D. DeCarlo JDD:sy Enclosure VILLAGE OF KEY BISCAYNE, FLORIDA STORMWATER UTILITY REVENUE BOND ANTICIPATION NOTES, SERIES 1995 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 Telecopier: (305) 365-5556 Phone: (305) 365-5514 Telecopier: (305) 854-2323 Phone: (305) 854-0800 Percy R. Aquila, Jr. Telecopier: (305) 577-4838 Rauscher Pierce Refsnes, Inc. Phone: (305) 577-4400 201 South Biscayne Boulevard Suite 830 Miami, FL 33131 Jeffrey D. DeCarlo, Esq. Telecopier: (305) 789-2793 Ruden, Barnett, McClosky, Smith, Phone: (305) 789-2762 Schuster & Russell, P.A. 701 Brickell Avenue Suite 1900 Miami, FL 33131 'Jess S. Lawhorn Telecopier: (305) 361-9025 Key Biscayne Bank and Trust Company Phone: (305) 361-9100 85 West McIntyre Street /Key Biscayne, FL 33149 "Deborah A. Buchanan Telecopier: (305) 789-5060 First Union National Bank Phone: (305) 789-5074 of Florida 200 S. Biscayne Boulevard 13th Floor Miami, FL 33131 '/(David J. Menkhaus, Esq. Telecopier: (407) 393-6541 Moore & Menkhaus, P.A. Phone: (407) 394-7910 4800 N. Federal Highway Suite 210-A Boca Raton, FL 33431 Sandra Mayor First Union National Bank of Florida Government Banking Department 77 East Camino Real Boca Raton, FL 33432 Telecopier: (407) 338-3959 M/26SECFORM/032295 $7,200,000 VILLAGE OF KEY BISCAYNE, FLORIDA STORMWATER UTILITY REVENUE BOND ANTICIPATION NOTES, SERIES 1995 APRIL 17, 1995 April 17, 1995 $7,200,000 VILLAGE OF KEY BISCAYNE, FLORIDA Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 CLOSING INDEX 1. Certified copy of Ordinance No. 95-3 authorizing issuance of the Notes. 2. Certified copy of Resolution No. 95-11 setting forth the details of the Notes. 3. Certified copy of Resolution No. 93-6 regarding reimbursement under federal income tax regulations. 4. Certified copy of Ordinance No. 93-11 creating a stormwater utility in the Village. 5. Certified copy of Ordinance No. 93-11-A amending Ordinance No. 93-11. 6. Certified copy of Resolution No. 92-23 required under Article IV, Chapter 24, Dade County Code, regarding the stormwater utility. 7. Certified copy of Village Charter. 8. Copy of signed Commitment Letter from Key Biscayne Bank and Trust Company and First Union National Bank of Florida. 9. Copy of letter from Key Biscayne Bank and Trust Company (the "Bank"), dated April 11, 1995, disclosing the information required by the provisions of Section 218.385, Florida Statutes, as amended. 10. Copy of notice to the Division of Bond Finance of the impending sale of the Notes required by Section 218.38, Florida Statutes, as amended. 11. Incumbency Certificate. 12. Signature and No -Litigation Certificate. 13. Private Placement Certificate of the Bank. 14. Arbitrage Certificate. 15. Certificate of Village as to Qualified Tax Exempt Obligations. 16. Certificate of Village as to Computation of Interest Rate in Compliance with Section 215.84(3), Florida Statutes. 17. I.R.S. Form 8038-G. 18. Bank's Receipt for the Notes. 19. Specimen Note. 20. Opinion of Ruden, Barnett, McClosky, Smith, Schuster & Russell, P.A., approving the Notes. 21. Opinion of Weiss Serota & Helfman, P.A., Village Attorney. 22. Division of Bond Finance Forms 2003 and 2004. M/1015JDD/041395 2 Village Council John F Festa. Mayor Betty Sime, Vice Mayor Raul Llorente Hugh I- 0 Reilly Michele Padovan Raymond P Sullivan John ' aid 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: Ordinance 95-3 (Adopted by the Village Council on March 28, 1995) IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne, Florida. this 31st day of March, 1995 Guido H Inguanzo, Jr. Village Clerk Village of Key Biscayne, Florida 85 West McIntyre Street • Key Biscayne Florida 33149 • (305) 365-5506 • Fax (305) 365-8936 ORDINANCE NO. 95-3 AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE, FLORIDA AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $7,200,000.00 OF STORMWATER UTILITY REVENUE BOND ANTICIPATION NOTES OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; PROVIDING FOR A SUPPLEMENTAL RESOLUTION SETTING FORTH THE DETAILS OF SAID NOTES; 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 $7,200,000.00 Stormwater Utility Revenue Bond Anticipation Notes (the "Notes") for the purpose of expanding and improving the Stormwater Utility System within the Village, and paying costs of issuance of the Notes; and WHEREAS, the Council desires that the Notes be secured by a covenant to budget and appropriate from legally available Non -Ad Valorem revenues of the Village, as further specified by subsequent resolution of the Council, and by Bonds of the Village to be issued upon the maturity of the Notes; and WHEREAS, it is the expressed commitment of the Council to finance the entire financing cost of the Basins 1 - 8 project from the proceeds of stormwater utility fees; 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 Stormwater Utility Revenue Bond Anticipation Notes of the Village, in an aggregate principal amount not to exceed $7,200,000.00 for the purpose of expanding and improving the Stormwater Utility System within the Village, and paying costs of issuance of the Notes. The Notes shall be designated "Village of Key Biscayne, Florida Stormwater Utility Revenue Bond Anticipation Notes", 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 than three (3) 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 Notes, 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 Notes and with respect to the terms of the Notes. The Village Attorney, Bond Counsel and the Financial Advisor to the Village are hereby authorized to draft documents and to do all other things necessary to accomplish the issuance and sale of the Notes. Section 3. This Ordinance will become effective immediately upon adoption on second reading. PASSED AND ADOPTED on first reading this 27th day of March, 1995. PASSED AND ADOPTED on second reading this 28th day of March, 1995. ATTEST: 3 OR JOHN F. FESTA GUIDO H. INGUANZO, JR., VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: RI J. W SS , VILLAGE ATTORNEY -2- Village Council John F Festa, Mayor Betty Sime, Vice Mayor Raul Llorente Hugh T O'Reilly Michele Padovan 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 95-11 (Adopted by the Village Council on April 11, 1995) IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne, Florida, this 17th day of April, 1995. Village Clerk Village of Key Biscayne, Florida 85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax (305) 365-8936 MISSION STATEN(' NT 10 PROVIDE A SAFE QL'ALIT'i (OMMI NIT\ I NVIRONMLNT FOR ALL ISLANDERS THROUGH RESPONSIBLE (,OVFRNMEN I RESOLUTION NO. 95-11 A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AUTHORIZING THE ISSUANCE OF STORMWATER UTILITY REVENUE BOND ANTICIPATION NOTES, SERIES 1995, OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, IN THE AGGREGATE PRINCIPAL AMOUNT OF $7,200,000 FOR THE PURPOSE OF EXPANDING AND IMPROVING THE STORMWATER UTILITY SYSTEM WITHIN THE VILLAGE, AND PAYING COSTS OF ISSUANCE OF THE NOTES; AWARDING THE SALE OF THE NOTES TO KEY BISCAYNE BANK AND TRUST COMPANY AND FIRST UNION NATIONAL BANK OF FLORIDA; PROVIDING FOR SECURITY FOR THE NOTES; PROVIDING OTHER PROVISIONS RELATING TO THE NOTES; 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 stormwater utility revenue bond anticipation notes in an aggregate principal amount of $7,200,000 for the purpose of expanding and improving the Stormwater Utility System within the Village (the "Project"), and paying costs of issuance of the notes; and WHEREAS, pursuant to an Ordinance passed and adopted on second reading on March 28, 1995, Council has authorized notes to be issued to finance the Project in an amount not to exceed $7,200,000 (the "Ordinance"), with the terms of the notes to be determined by supplemental resolution; and WHEREAS, because of its developmental timetable, the Village must proceed immediately to obtain interim financing that will enable it to begin construction of the Project; and WHEREAS, the Village has solicited proposals for the interim financing of the Project; and WHEREAS, the Council hereby determines to accept a commitment (the "Commitment") from Key Biscayne Bank and Trust Company and First Union National Bank of Florida (collectively, the "Bank") to purchase such notes; NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA: SECTION 1. AUTHORIZATION OF NOTES. Pursuant to the provisions of this Note Resolution and the Ordinance, stormwater utility revenue bond anticipation notes of the Village to be designated "Village of Key Biscayne, Florida, Stormwater Utility Revenue Bond Anticipation Notes, Series 1995" (the "Notes"), are hereby authorized to be issued in an aggregate principal amount of $7,200,000 for the purpose of financing costs of the Project and paying costs of issuance of the Notes. The Notes shall be payable only from the sources identified in this Resolution and from proceeds of revenue bonds in anticipation of which the Notes are being issued (when, as and if such bonds are issued). The Village intends to issue stormwater utility revenue bonds at or prior to the date of maturity of the Notes. The issuance of such bonds in a principal amount not to exceed the principal amount of the Notes for the purpose of paying the principal of the Notes is hereby authorized; however, such authorization shall not obligate the Village to issue such bonds or to issue bonds in any specific amount. SECTION 2. TERMS OF THE NOTES. The Notes shall be issued in fully registered form without coupons. The principal of and interest on the Notes 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 Notes ("Owners") or their legal representatives at the addresses of the Owners as they appear on the registration books of the Village. The Notes shall be dated the date of their issuance and delivery and shall be initially issued as one Note in the denomination of $7,200,000. The Notes shall mature on April 1, 1997. Subject to adjustment as provided below, the Notes shall bear interest on the outstanding principal balance from their date of issuance payable semi-annually on the first day of each April and October (the "Interest Payment Dates"), commencing October 1, 1995, at an interest rate equal to 4.89% per annum. Interest on the Notes shall be computed on the basis of a 360 -day year consisting of twelve (12) thirty -day months. Adjustment of Interest Rate for Full Taxability. In the event a Determination of Taxability shall have occurred, the rate of interest on the Notes shall be increased to a rate (the "Taxable Rate") equal to the product obtained by multiplying the then current rate of interest on the Notes by 1.5, effective retroactively to the date on which the interest payable on the Notes is includable for federal income tax purposes in the gross income of the Owners thereof. A 2 "Determination of Taxability" shall mean (i) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other written notification which holds in effect that the interest payable on the Notes is includable for federal income tax purposes in the gross income of the Owners thereof, which notice or notification is not disputed by either the Village or any Owners of the Notes, or (ii) a determination by a court of competent jurisdiction that the interest payable on the Notes is includable for federal income tax purposes in the gross income of the Owners thereof, which determination either is final and non -appealable or is not appealed within the requisite time period for appeal, or (iii) the admission in writing by the Village to the effect that interest on Notes is includable for federal income tax purposes in the gross income of the Owners thereof. Adjustment of Interest Rate for Partial Taxability. In the event that interest on the Notes during any period becomes partially taxable because of any change in the tax laws or regulations, then the interest rate on the Notes shall be increased during such period by an amount equal to: (A - B) x C where: (a) A equals the Taxable Rate (expressed as a percentage); (b) B equals the interst rate on the Notes (expressed as a percentage); and (c) C equals the fraction of the interest rate on the Notes which has become taxable as the result of such tax change (expressed as a decimal). Adjustment of Interest Rate for Change in Maximum Corporate Tax Rate. In the event that maximum effective federal corporate tax rate (the "the Maximum Corporate Tax Rate") during any period with respect to which interest shall be accruing on the Notes, shall be other than thirty-five percent (35%), the interest rate on the Notes shall be adjusted to the product obtained by multiplying the interest rate then in effect on the Notes by a fraction equal to (1-A divided by 1-B), where A equals the Maximum Corporate Tax Rate in effect as of the date of adjustment and B equals the Maximum Corporate Tax Rate in effect immediately prior to the date of adjustment. Adjustment of Interest Rate for Other Changes Affecting After -Tax Yield. So long as any portion of the principal amount of the Notes or interest thereon remains unpaid (a) if any law, rule, regulation or executive order is enacted or promulgated by any public body or governmental agency which changes the basis of taxation of interest on the Notes or causes a reduction in yield on the Notes (other than by reason 3 of a change described above) to the Owners or any former Owners of the Notes, including without limitation the imposition of any excise tax or surcharge thereon, or (b) if, as a result of action by any public body or governmental agency, any payment is required to be made by, or any federal, state or local income tax deduction is denied to, the Owners or any former Owners of the Notes (other than by reason of a change described above or by reason of any action or failure to act on the part of any Owner or any former Owner of the Notes) by reason of the ownership of the Notes, the Village shall reimburse any such Owner within five (5) days after receipt by the Village of written demand for such payment, and the Village agrees to indemnify each such Owner against any loss, cost, charge or expense with respect to any such change. The principal of the Notes shall be payable in full upon their maturity date of April 1, 1997. The Notes are subject to optional prepayment in whole or in part at any time, at a prepayment price equal to par, plus accrued interest thereon to the date of prepayment, upon written notice to the Owners of the Notes given by the Village at least three (3) days prior to the date fixed for prepayment. THE NOTES 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 LEGALLY AVAILABLE NON -AD VALOREM REVENUES OF THE VILLAGE, AS DEFINED IN THIS RESOLUTION, AND FROM THE PROCEEDS OF REVENUE BONDS IN ANTICIPATION OF WHICH THE NOTES ARE BEING ISSUED (WHEN, AS AND IF SUCH BONDS ARE ISSUED). THE ISSUANCE OF THE NOTES SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THE NOTES CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE VILLAGE, AND THE HOLDERS OF THE NOTES SHALL HAVE NO RECOURSE TO THE POWER OF TAXATION. SECTION 3. EXECUTION OF NOTES. The Notes 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 Notes 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 Notes shall cease to be such officer of the Village before the Notes so signed and sealed shall have been actually sold and delivered, such Notes may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed and sealed such Notes had not ceased to hold such office. Any Notes may be signed 4 and sealed on behalf of the Village by such person as at the actual time of the execution of such Notes shall hold the proper office, although at the date of such Notes 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 Notes and for the registration of transfers of Notes. Notes 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 Notes 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. Notes may be exchanged for one or more Notes of the same aggregate principal amount and maturity and in denominations in integral multiples of $250,000 (except that an odd lot is permitted to complete the outstanding principal balance). 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 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 Notes are transferred or exchanged in accordance with this Section, the Village shall execute and deliver Notes in accordance with the provisions of this Resolution. All Notes 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 Notes, 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 Notes for a period of 15 days next preceding an Interest Payment Date on such Notes. All Notes, the principal and interest of which has been fully paid, either at or prior to maturity, shall be delivered 5 to the Village when such payment is made, and shall thereupon be cancelled. In case a portion but not all of an outstanding Note shall be prepaid, such Note shall not be surrendered in exchange for a new Note, but the Village shall make a notation indicating the remaining outstanding principal of the Notes upon the registration books. The Note 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. NOTES MUTILATED, DESTROYED, STOLEN OR LOST. In case any Note shall become mutilated or be destroyed, stolen or lost, the Village may in its discretion issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in the case of a mutilated Note, in exchange and substitution for such mutilated Note upon surrender of such mutilated Note or in the case of a destroyed, stolen or lost Note in lieu of and substitution for the Note 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 Notes that are surrendered. If any mutilated, destroyed, lost or stolen Note shall have matured or be about to mature, instead of issuing a substitute Note, the Village may pay the principal of and interest on such Note upon the Owner complying with the requirements of this paragraph. Any such duplicate Notes issued pursuant to this section shall constitute original, additional contractual obligations of the Village whether or not the lost, stolen or destroyed Notes be at any time found by anyone, and such duplicate Notes 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 Notes issued hereunder. SECTION 6. FORM OF NOTES. The text of the Notes 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. 6 No. R - UNITED STATES OF AMERICA STATE OF FLORIDA VILLAGE OF KEY BISCAYNE STORMWATER UTILITY REVENUE BOND ANTICIPATION NOTE SERIES 1995 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 to the Registered Owner shown above, or registered assigns, on April 1, 1997, from the sources hereinafter mentioned, the Principal Amount specified above. Subject to the rights of prior prepayment described in this Note, this Note shall mature on April 1, 1997. This Note 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 , 1995 (the "Ordinance") and Resolution No. duly adopted by the Village Council of the Village on , 1995 (the "Resolution", and collectively with the Ordinance, the "Note Ordinance"), and is subject to the terms of said Note Ordinance. This Note is issued for the purpose of expanding and improving the Stormwater Utility System within the Village and paying costs of issuance of the Notes. This Note shall be payable only from the sources identified herein and from proceeds of revenue bonds in anticipation of which this Note is being issued (when, as and if such bonds are issued). The Village intends to issue stormwater utility revenue bonds at or prior to the date of maturity of this Note, and the issuance of such bonds has been authorized by the Village; such authorization, however, does not obligate the Village to issue such bonds or to issue bonds in any specific amount. Subject to adjustment as provided below, this Note shall bear interest on the outstanding principal balance from its date of issuance payable semi-annually on the first day of each April and October (the "Interest Payment Dates"), commencing October 1, 1995, at an interest rate equal to 4.89% per annum. 7 Interest on this Note shall be computed on the basis of a 360 -day year consisting of twelve (12) thirty -day months. Adjustment of Interest Rate for Full Taxability. In the event a Determination of Taxability shall have occurred, the rate of interest on the Notes shall be increased to a rate (the "Taxable Rate") equal to the product obtained by multiplying the then current rate of interest on the Notes by 1.5, effective retroactively to the date on which the interest payable on the Notes is includable for federal income tax purposes in the gross income of the Owners thereof. A "Determination of Taxability" shall mean (i) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other written notification which holds in effect that the interest payable on the Notes is includable for federal income tax purposes in the gross income of the Owners thereof, which notice or notification is not disputed by either the Village or any Owners of the Notes, or (ii) a determination by a court of competent jurisdiction that the interest payable on the Notes is includable for federal income tax purposes in the gross income of the Owners thereof, which determination either is final and non -appealable or is not appealed within the requisite time period for appeal, or (iii) the admission in writing by the Village to the effect that interest on the Notes is includable for federal income tax purposes in the gross income of the Owners thereof. Adjustment of Interest Rate for Partial Taxability. In the event that interest on the Notes during any period becomes partially taxable because of any change in the tax laws or regulations, then the interest rate on the Notes shall be increased during such period by an amount equal to: (A - B) x C where: (a) A equals the Taxable Rate (expressed as a percentage); (b) B equals the interest rate on the Notes (expressed as a percentage); and (c) C equals the fraction of the interest rate on the Notes which has become taxable as the result of such tax change (expressed as a decimal). Adjustment of Interest Rate for Change in Maximum Corporate Tax Rate. In the event that the maximum effective federal corpoate tax rate (the "Maximum Corporate Tax Rate") during any period with respect to which interest shall be accruing on the Notes, shall be other than thirty-five percent (35%), the interest rate on the Notes shall be adjusted to the product obtained by multiplying the interest rate then in effect on the 8 Notes by a fraction equal to (1-A divided by 1-B), where A equals the Maximum Corporate Tax Rate in effect as of the date of adjustment and B equals the Maximum Corporate Tax Rate in effect immediately prior to the date of adjustment. Adjustment of Interest Rate for Other Changes Affecting After -Tax Yield. So long as any portion of the principal amount of the Notes or interest thereon remains unpaid (a) if any law, rule, regulation or executive order is enacted or promulgated by any public body or governmental agency which changes the basis of taxation of interest on the Notes or causes a reduction in yield on the Notes (other than by reason of a change described above) to the Owners or any former Owners of the Notes, including without limitation the imposition of any excise tax or surcharge thereon, or (b) if, as a result of action by any public body or governmental agency, any payment is required to be made by, or any federal, state or local income tax deduction is denied to, the Owners or any former Owners of the Notes (other than by reason of a change described above or by reason of any action or failure to act on the part of any Owner or any former Owner of the Notes) by reason of the ownership of the Notes, the Village shall reimburse any such Owner within five (5) days after receipt by the Village of written demand for such payment, and the Village agrees to indemnify each such Owner against any loss, cost, charge or expense with respect to any such change. The principal of and interest on this Note 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. The Village has covenanted and agreed in the Note Ordinance to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each fiscal year, amounts sufficient to pay the principal and interest due on the Notes in accordance with their terms during such fiscal year. "Non -Ad Valorem Revenues" means all revenues of the Village derived from any source other than ad valorem taxation on real or personal property which are legally available to make the payments required under the Note Ordinance, other than Public Service Taxes authorized by Part III, Chapter 166, Florida Statutes, and received by the Village pursuant to Section 804 of the Charter of the Village; but only after provision has been made by the Village for the payment of all essential or legally mandated services. Such covenant and agreement on the part of the Village to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts 9 sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the Village, the Village does not covenant to maintain any services or programs, now provided or maintained by the Village, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the Village from pledging in the future its Non -Ad Valorem Revenues, nor does it require the Village to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Noteholders a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the Village. Such covenant to appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated in the Note Ordinance shall have the effect of making available in the manner described herein Non -Ad Valorem Revenues and placing on the Village a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under the Note Ordinance, subject, however, in all respects to the terms of the Note Ordinance and the restrictions of Section 166.241(3), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the Village or which are legally mandated by applicable law. THIS NOTE 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 LEGALLY AVAILABLE NON -AD VALOREM REVENUES OF THE VILLAGE, AND FROM THE PROCEEDS OF REVENUE BONDS IN ANTICIPATION OF WHICH THIS NOTE IS BEING ISSUED (WHEN, AS AND IF SUCH BONDS ARE ISSUED). THE ISSUANCE OF THIS NOTE SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THIS NOTE CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE VILLAGE, AND THE HOLDER OF THIS NOTE SHALL HAVE NO RECOURSE TO THE POWER OF TAXATION. The Notes are subject to optional prepayment in whole or in part at any time, at a prepayment price equal to par, plus accrued interest thereon to the date of prepayment, upon 10 written notice to the Owners of the Notes given by the Village at least three (3) days prior to the date fixed for prepayment. The original registered Owner, and each successive registered Owner of this Note 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 Notes and for the registration of transfers of Notes as provided in the Resolution. Notes 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 Notes 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 Notes may be exchanged for Notes of the same principal amount and maturity and denominations in integral multiples of $250,000 (except that an odd lot is permitted to complete the outstanding principal balance). No transfer or exchange of any Note 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 Note shall be registered upon the books of the Village as the absolute Owner of such Note, whether such Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note 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 Note to the extent of the sum or sums so paid. 3. In all cases in which the privilege of exchanging Notes or transferring Notes is exercised, the Village shall execute and deliver Notes in accordance with the provisions of the Resolution. There shall be no charge for any such exchange or transfer of Notes, 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 Notes for a period of 15 days next preceding an interest payment date on such Notes. 4. All Notes, 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 11 be cancelled. In case part, but not all of an outstanding Note shall be prepaid, such Note shall not be surrendered in exchange for a new Note. 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 Note 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 Note 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 , 1995. VILLAGE OF KEY BISCAYNE, FLORIDA Mayor Village Clerk (SEAL) 12 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 Note and all rights thereunder, and hereby irrevocably constitutes and appoints (the "Transferee") as attorney to register the transfer of the within Note 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 Note 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 Note 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. The following abbreviations, when used in the inscription on the face of the within Note, 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. 13 SECTION 7. COVENANT TO BUDGET AND APPROPRIATE. The Village hereby covenants and agrees to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each fiscal year, amounts sufficient to pay the principal and interest due on the Notes in accordance with their terms during such fiscal year. "Non -Ad Valorem Revenues" means all revenues of the Village derived from any source other than ad valorem taxation on real or personal property and which are legally available to make the payments required under this Resolution, other than Public Service Taxes authorized by Part III, Chapter 166, Florida Statutes, and received by the Village pursuant to Section 804 of the Charter of the Village; but only after provision has been made by the Village for the payment of all essential or legally mandated services. Such covenant and agreement on the part of the Village to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the Village, the Village does not covenant to maintain any services or programs, now provided or maintained by the Village, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the Village from pledging in the future its Non -Ad Valorem Revenues, nor does it require the Village to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Noteholders a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the Village. Such covenant to appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Non -Ad Valorem Revenues and placing on the Village a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under this Resolution, subject, however, in all respects to the terms of this Resolution and the restrictions of Section 166.241(3), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and 14 safety of the inhabitants of the Village or which are legally mandated by applicable law. SECTION 8. NOTE FUND. There is hereby created a fund entitled "Village of Key Biscayne, Florida Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 Note Fund" (the "Note Fund"). There shall be deposited into the Note Fund on each Interest Payment Date sufficient amounts of Non -Ad Valorem Revenues as specified in Section 7 hereof which, together with the amounts already on deposit therein, will enable the Village to pay the principal of and interest on the Notes on each Interest Payment Date. Moneys in the Note Fund shall be applied on each Interest Payment Date to the payment of principal of and interest on the Notes coming due on each such date. SECTION 9. INVESTMENT OF NOTE FUND. Subject to Section 12 hereof, funds in the Note 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 Notes, 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 15 (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 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 NOTE PROCEEDS. The proceeds received upon the sale of the Notes shall be applied simultaneously with the delivery of the Notes, as follows: 1. The Village shall first use the moneys to pay costs of issuance of the Notes. 2. The remainder of the proceeds of the sale of the Notes shall be deposited in the "Village of Key Biscayne, Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 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 Note 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 Note Fund and used to pay interest on the Notes until completion of the Project. Subject to Section 12 hereof, after the completion of the Project, any remaining balance of proceeds of the Notes shall be deposited into the Note Fund and used solely to pay principal of the Notes. 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. Pending such application, the Project Fund shall be subject to the lien of the Owners of the Notes for the payment of the principal of and interest on the Notes. The registered Owners shall have no responsibility for the use of the proceeds of the Notes, and the use of such Note 16 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 Notes 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 Notes notwithstanding any failure of the Village to use and apply such Note 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 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 Section 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 Note 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 Notes 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 Notes, and shall refrain from taking any actions that would cause interest on the Notes 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 Notes which would cause such Notes 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 Sections 141 and 148 of the Code and the aforementioned regulations throughout the term of the Notes. SECTION 13. DESIGNATION UNDER SECTION 265(b)(3) OF THE CODE. The Village hereby designates the Notes 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 17 any subordinate entities or entities issuing obligations on behalf of the Village within the Section 265(b)(3) of the Code have issued obligations during calendar year 1995 and neither nor any such entities expect to issue tax-exempt during calendar year 1995, other than the Notes. tax-exempt meaning of tax-exempt the Village obligations 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 Stormwater Utility Revenue Bond Anticipation Notes, Series 1995, 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 Notes (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 Notes 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 Notes and/or (ii) compliance with some other requirement is necessary to maintain the federal income tax exemption of interest on the Notes. SECTION 15. SPECIAL COVENANTS. The Village shall, within one hundred eighty (180) days of the end of each fiscal year of the Village, deliver to the Noteholders a copy of the annual audited financial statements 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 18 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 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 Notes shall be liable personally on the Notes 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 Notes shall not be made when the same shall become due and payable; or (b) payment of any installment of interest on any of the Notes 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 Notes 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 Note; 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 19 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 NOTEHOLDERS. Upon the occurrence and continuance of any event of default specified in Section 17 hereof, the Owners of the Notes may pursue any available remedy by suit, at law or in equity to enforce the payment of the principal of and interest on the Notes 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 Notes. 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 Notes in any one or more of the following ways: (a) by paying the principal of, redemption premium, if any, and interest on the Notes 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 Notes, 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 Notes 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 Notes, which together with other moneys lawfully available therefor, when invested by the escrow agent in direct obligations of 20 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 Notes 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 Notes 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 Notes 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 Notes 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 Notes 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 Notes 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 Notes 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 Notes. (d) Notwithstanding the foregoing all references to the discharge and satisfaction of Notes shall include the discharge and satisfaction of any portion of the Notes. (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 Notes 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 Notes or otherwise existing under this Resolution. (f) Notwithstanding any of the foregoing, the 21 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 Notes or any portion thereof. SECTION 20. REIMBURSEMENT OF EXPENSES. Pursuant to Section 1.150-2 of the Federal Income Tax Regulations, the Village hereby declares its intent to use proceeds of the Notes to reimburse expenditures paid prior to the issuance of the Notes. The purpose of the Notes is stated in Section 1 of this Resolution. The maximum principal amount of the Notes to be issued is $7,200,000. This declaration pursuant to Section 1.150-2 is supplemental to the declaration made by the Village pursuant to Resolution No. 93-6 adopted by the Village Council on February 23, 1993. SECTION 21. SALE OF NOTES. Based upon the need for immediate financing in order to begin construction of the Project within the period specified in the construction bid documents for the Project and the uncertainty of the interest rate environment if sale of the Notes is delayed, the Village hereby determines the necessity for a negotiated sale of the Notes. The Village has been provided all applicable disclosure information required by Section 218.385, Florida Statutes. The negotiated sale of the Notes 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 Notes 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 Notes, but this Resolution and the Notes shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The Notes 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 Notes 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 22 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 Notes 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. SECTION 26. EFFECTIVE DATE. This Resolution shall take effect immediately upon its passage and adoption. PASSED AND ADOPTED this 11th day of April, 1995. e -r R JOHN F. FESTA ATTEST: , GUIDO H. ING NZO, JR., VILLAGE CLERK APPROVED AS TO LEGAL FORM AND SUFFICIENCY. RICHARD J. WEISS, VILLAGE ATTORNEY M/1007JDD/041395 23 D4 6t'i"p •%; : Village Council John F Festa, .Mayor Betty Dime, Vice Mayor Raul Llorente Hugh T O'Reilly Michele Padovan Raymond P Sullivan John Wald l rllage 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 93-6 (Adopted by the Village Council on February 23, 1993) IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne, Florida this 22th day of March, 1995 do H Village Clerk Village of Key Biscayne, Florida 85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax (305) 365-8936 RESOLUTION NO. 93-6 A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; INDICATING THE OFFICIAL INTENT OF THE VILLAGE COUNCIL TO ISSUE TAX-EXEMPT BONDS TO FINANCE THE COST OF ACQUISITION, CONSTRUCTION, AND INSTALLATION OF STORMWATER DRAINAGE FACILITIES AND TO USE A PORTION OF THE PROCEEDS OF SUCH BONDS TO REIMBURSE EXPENDITURES PAID OR INCURRED PRIOR TO THE DATE OF ISSUANCE THEREOF. BE IT RESOLVED BY THE VILLAGE COUNCIL OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: WHEREAS, the Village Council of the Village of Key Biscayne, Florida (the "Village") intends to issue tax-exempt bonds (the "Bonds") for the purpose of financing the acquisition, construction and installation of stormwater drainage facilities to located within the Village (the "Project"); and WHEREAS, a portion of the costs of the Project may be paid before the Bonds are issued in anticipation of the reimbursement of such expenditures from proceeds of the Bonds; and WHEREAS, section 1.103-18 of the Federal income tax regulations require the Village to officially declare its intent to use proceeds of such Bonds to reimburse expenditures paid prior to issuance thereof as a prerequisite to the proceeds being treated as used for reimbursement purposes; NOW THEREFORE BE IT RESOLVED BY THE VILLAGE COUNCIL OF KEY BISCAYNE AS FOLLOWS: Section 1. The Village Council intends to issue the Bonds in the amount necessary to finance the costs of the project. Section 2. The maximum principal amount of the Bonds expected to be issued for reimbursement purposes is $3,000,000. Section 3. This Resolution is adopted for purposes of complying with the requirements of section 1.103-18 of the Federal income tax regulations. Page 1 of 2 RESOLUTION NO. 93-6 PASSED AND ADOPTED BY A 6-0 VOTE OF THE VILLAGE COUNCIL THIS 23rd DAY OF February , 1993. MAYOR AEL CONTE ATTEST: VILL &E CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY VI GE ATTORNEY Page 2 of 2 Village Council John F Festa. Mayor Betty Sime, Vice Mayor Raul Llorente Hugh T O'Reilly Michele Padovan Raymond P Sullivan John %aid Village Clerk Guido H Inguanzo, Jr VILLAGE OF KEY BISCAYNE Office of the Village Clerk CERTIFICATION I, Guido H Inuanzo, Jr., Village Clerk of the Village of Key Biscayne, Florida, do hereby certify that the attached is a true and correct copy of Ordinance 93-11 (Adopted by the Village Council on June 22, 1993) IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne, Florida this 22th day of March, 1995 doHIn•-. ., Village Clerk Village of Key Biscayne, Florida 85 West McIntyre Street • Key Biscayne. Florida 33149 • (305) 365-5506 • Fax (305) 365-8936 ORDINANCE NO. 93-11 AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, ESTABLISHING A STORMWATER UTILITY SYSTEM FOR THE VILLAGE; PROVIDING FOR DEFINITIONS; MAKING CERTAIN FINDINGS AND DETERMINATIONS; ESTABLISHING A STORMWATER UTILITY FEE; ESTABLISHING A METHOD AND PROCEDURE FOR THE COLLECTION OF STORMWATER UTILITY FEES; DIRECTING THE VILLAGE MANAGER TO MAINTAIN CERTAIN RECORDS; PROVIDING FOR REPEAL OF CONFLICTING ORDINANCES; PROVIDING FOR SEVERABILITY, INCLUSION IN THE CODE AND AN EFFECTIVE DATE. WHEREAS, the Village is responsible for the ownership, maintenance and expansion of an existing stormwater management system that has been developed over a number of years for the purpose of collecting and disposing of storm and other surface water; and WHEREAS, the points of discharge for numerous stormwater drainage systems serving the Village of Key Biscayne are Biscayne Bay and its tributaries; and WHEREAS, the waters of Biscayne Bay and its tributaries are protected under the provisions of the Biscayne Bay Aquatic Preserve Act (the "Act") as adopted by the Florida State Legislature; and WHEREAS, pollution abatement requirements of the Act are among the most stringent in the State, resulting in higher capital and maintenance costs for storm drainage facilities; and WHEREAS, the South Florida Water Management District has recently adopted rules and regulations with respect to groundwater protection that result in higher capital costs for the construction of ground water protection devices in conjunction with storm drainage improvement; and WHEREAS, the Village desires to address such various environmental issues which will further burden its infrastructure requirements; and WHEREAS, the Village finds that although each developed property on Key Biscayne has varying degrees of water retention, all properties contribute to some extent to the Village's stormwater problems and that all citizens will benefit from the establishment of a Stormwater Utility; and WHEREAS, the Village finds that from both a financial and administrative perspective, it would be impractical to measure each property's impervious area and to calculate with mathematical precision each Stormwater Utility fee; and WHEREAS, the fee structure set forth herein represents a reasonable and rational basis for allocating the need for a Stormwater Utility to the developed property owners of the Village; and WHEREAS, therefore the Village finds that it is necessary and essential to establish a Stormwater Utility to ensure that the collection and disposal of stormwater within the Village of Key Biscayne adequately protects the health, safety and welfare of the citizens of the Village; NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: 2 Section 1. That the Code of the Village of Key Biscayne is hereby amended by adding a new Chapter which shall read as follows: STORMWATER UTILITY SYSTEM Sec. 1. Purpose; Authority. The purpose of this article is to implement the provisions of Section 403.0893(1), Florida Statutes, by creating a Village -wide Stormwater Utility and adopting stormwater utility fees sufficient to plan, construct, operate and maintain the stormwater management system required by Section 403.0891(3), Florida Statutes. Sec. 2. Definitions. The following, when used in this article, shall have the meanings ascribed in this section, except where the context clearly indicates a different meaning: (a) "Developed Property" shall mean any parcel of land that contains an impervious area. (b) "Dwelling" shall mean any building that is wholly or partly used or intended to be used for living, sleeping, cooking and eating. (c) "Dwelling Unit" shall mean any room or group of rooms located within a dwelling and forming a single habitable unit with facilities used or intended to be used for living, sleeping, cooking and eating. (d) "ERU" shall mean "Equivalent Residential Unit." (e) "Impervious Area" shall mean the horizontal ground surface that is incapable of being penetrated by rainwater. This shall include, but not be limited to, all structures, roof extensions, slabs, patios, porches, driveways, sidewalks, parking areas, swimming pools, athletic courts and decks. (f) "Nonresidential Developed Property" shall mean any parcel of land that contains an impervious area and that is classified by the Dade County Property Appraiser as land use types 10 through and including 99, as set forth in Florida Administrative Code Rule 12D -8.008(2)(c), as amended from time to time. (g) "Residential Developed Property" shall mean any parcel of land that contains an impervious area and is 3 classified by the Dade County Property Appraiser as land use types 00 through and including 09 as set forth in Florida Administrative Code Rule 12D -8.008(2)(c), as amended from time to time. (h) "Stormwater Infrastructure" shall mean the structural, non-structural or natural features of a parcel of land or Watershed which collect, convey, store, absorb, inhibit, treat, use, reuse, or otherwise affect the quantity or quality of stormwater. (i) "Stormwater" shall mean the water that results from rainfall. (j) "Stormwater Management System" (or the "System") shall have the meaning specified by Section 403.031(16), Florida Statutes, as amended from time to time. (k) "Stormwater Utility" shall have the meaning specified by Section 403.031(17), Florida Statutes, as amended from time to time. (1) "Stormwater Utility Trust Fund" shall mean that separate bank account established by the Village for the deposit and use of all Stormwater Utility Fees collected. (m) "Stormwater Utility Fee" shall have the meaning specified by Section 403.0893(3), Florida Statutes, as amended from time to time. (n) "Watershed" shall have the meaning specified by Section 403.031(18), Florida Statutes, as amended from time to time. Sec. 3. Findings and Determinations. It is hereby determined and declared as follows: (a) The Village desires to create a Stormwater Management System to maintain and improve water quality, to control flooding that results from rainfall events, to deter unmanaged rainwater from eroding sandy soils, to deter the disruption of the habitat of aquatic plants and animals and to provide for the collection of Stormwater Utility Fees for those expenses connected with the planning, constructing, operating and maintaining of a Stormwater Management System. (b) The collection of and disposal of stormwater and regulation of groundwater are of benefit to all property within the Village including property not currently served by the System. (c) The cost of operating and maintaining the System should, to the extent practicable, be allocated in relationship to benefits enjoyed and services received. Sec. 4. Stormwater Utility Fee. (a) A Stormwater Utility Fee is hereby assessed against each Developed Property within the Village for services and facilities provided by the Stormwater Management System. The rate per ERU to be used in calculating Stormwater Utility Fees shall be set by an administrative order of the Village Manager after approval by the Village Council. The Village Manager or his/her designee is directed to prepare a list of lots and parcels within the Village and to assign a classification of Single-family Dwelling Unit, Multi -family Dwelling Unit, "Place of Worship" or Nonresidential Developed Property to each lot or parcel. (b) ERUs shall be assigned as follows: (1) Single Family Dwelling Units: 1.5 ERU. (2) Multi -family Dwelling Units: 1.0 ERU per Dwelling Unit. (3) Place of Worship: 0 ERU. (4) Non -Residential Developed Properties, excluding Places of Worship, shall be assigned ERUs on the basis of one ERU per 1083 square feet of Impervious Area. (c) The following procedures and criteria are to be used to calculate Stormwater Utility Fees: (1) Each Single -Family Dwelling Unit, Multi -family Dwelling Unit and Nonresidential Developed Property shall be assessed a Stormwater Utility Fee calculated by multiplying the rate for one ERU by the number of ERUs provided in Sections 4(b)(1), (2) and (4), respectively. (2) The Stormwater Utility Fees payable to the Village pursuant to this article shall be deposited in a separate Village Stormwater Utility Trust Fund account and shall be used exclusively by the Village, together with accrued interest thereon, to pay for the costs of planning, financing, constructing, operating and maintaining the 5 Stormwater Management System required pursuant to Section 403.0891(3), Florida Statutes. Sec. 5. Collection of Stormwater Utility Fee; Liens. (a) The Stormwater Utility Fee shall be billed to the owner of each Developed Property. If the Stormwater Utility Fee is not fully paid by the owner on or before the past due date set forth on the owner's bill, a ten percent late charge may be added to the bill. Any unpaid balance of the owner for a Stormwater Utility Fee shall be subject to an interest charge at a rate of eight percent per annum. Imposition of this interest charge shall commence 60 days after the past due date of the fees set forth on the bill of the owner of the Developed Property. (b) Fees and late charges, together with any interest charges, shall be debts due and owing the Village's Stormwater Utility and all of same shall be recoverable by the Village in a court of competent jurisdiction. (c) The Village Manager shall establish procedures to notify owners or managers of Developed Property of delinquent Stormwater Utility Fee accounts. (d) All Stormwater Utility Fees, late charges and interest accruing thereupon, due and owing to the Village's Stormwater Utility which remain unpaid 60 days after the past due date shall become a lien against and upon the Developed Property for which the Stormwater Utility Fees are due and owing to the same extent and character as a lien for a special assessment. Until fully paid and discharged, such fees, late charges, and interest accrued shall constitute a special assessment lien equal in rank and dignity with the liens of Village ad valorem taxes and superior in rank and dignity to all other liens, encumbrances, titles, and claims in, to or against the Developed Property involved for the period of five years from the date such Stormwater Utility Fees, late charges, and interest accrued thereupon became a lien as set forth in this ordinance. This lien may be enforced and satisfied by the Village pursuant to Chapter 173, Florida Statutes, as amended from time to time, or by any other method permitted by law. The lien provided for in this sub -section shall not be deemed to be in lieu of any other legal remedies for recovery of such fee, late charges, and accrued interest available to the Village. (e) For Stormwater Utility Fees which become more than 60 days past due and unpaid, the Village shall cause to 6 be filed in the office of the Clerk of the Circuit Court of Dade County, Florida, a notice of lien or statement showing a legal description of the Developed Property against which the lien is claimed, its location by street and number, the name of the owner, and an accurate statement of the fees and late charges then unpaid. A copy of such notice of lien shall be mailed within a reasonable time to the owner of the Developed Property involved as shown by the records of the tax collector of Metropolitan Dade County. No such lien shall be enforceable by the Village unless this notice is filed within six months from the date the fees and late charges become a lien as established in this section. (f) Liens may be discharged and satisfied by payment to the Village of the aggregate amounts specified in the notice of lien, together with interest accrued, and all filing and recording fees. When any such lien has been fully paid or discharged, the Village shall cause evidence of the satisfaction and discharge of such lien to be filed with the office of the Clerk of the Circuit Court of Dade County, Florida. (g) Notwithstanding other provisions to the contrary, the Village shall have the discretion not to file notices of lien for fees, late charges, and interest accrued in an amount less than fifty dollars ($50.00). If the Village elects not to file a notice of lien, such fees, late charges, and accrued interest shall remain as debts due and owing in accordance with Section (b) above. (h) The Village Manager or his designee is authorized and directed to certify upon request the amount of fees, late charges and interest accrued, which are due and owing to the Village for any Developed Property which is subject to payment of said fees, or the Village Manager may certify that no fees, late charges or accrued interest are due and owing. Section 2. Repeal of Conflicting Ordinances. Article IV of Chapter 24 of the Dade County Code made applicable to the Village by Article VIII, Sections 8.03 of the Village Charter is hereby repealed. Section 3. Severability. The provisions of this Ordinance are declared to be severable and if any section, sentence, clause or phrase of this Ordinance shall for any reason be held to be 7 invalid or unconstitutional, such decision shall not affect the validity of the remaining sections, sentences, clauses, and phrases of this Ordinance but they shall remain in effect, it being the legislative intent that this Ordinance shall stand notwithstanding the invalidity of any part. Section 4. Inclusion in the Code. It is the intention of the Board of Trustees, and it is hereby ordained that the provisions of this Ordinance shall become and made a part of the Code of the Village of Key Biscayne; that the sections of this Ordinance may be renumbered or relettered to accomplish such intentions; and that the word "Ordinance" shall be changed to "Section" or other appropriate word. Section 5. Effective Date. This Ordinance shall be effective upon adoption on second reading. PASSED AND ADOPTED on first reading this 8th day of June , 1993. PASSED AND ADOPTED on second reading this 22nd day of June , 1993. ATTEST: RAFAEL H. Village rk APPROVED AS TO FORM AND LEGAL SUFFICIENCY: ONTE, MAYOR RICHARD JAY?WEICSS, VILLAGE ATTORNEY rwt\koybisca\ord\stcrmwat.1 8 Village Council John F Festa, Mayor Betty Sime ice Mayor Raul llorente Hugh T 0 Reilly Michele Padovan Raymond P Sullivan John '\t aid I, Wage Clerk Guido H lnguanzo. 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 Ordinance 93-11-A (Adopted by the Village Council on October 12, 1993) IN \VTTNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne. Florida this 22th day of March. 1995 do H Village Clerk Village of Key Biscayne. Florida Qrs \Y'ecr Mrint-ure ctrPer . k v Rice'rnP Florida AA14Q . ( NISI ;hS-SSnh • Fax (OS) A6S-RAih ORDINANCE NO. 93-11-A AN ORDINANCE CF THE VILLAGE OF KEY SCAYNE, FLORIDA, AMENDING ORDINANCE NO. 93-11, RELATING TO THE "TILLAGE STORMWATER UTILITY SYSTEM; PROVIDING FOR BILLING OF STORMWATER UTILITY FEES; AUTHORIZING MIAMI-DADE WATER AND SEWER AUTHORITY DEPARTMENT TO ACT AS BILLING AND COLLECTING AGENT FOR THE VILLAGE; PROVIDING FOR SEVERABILITY, INCLUSION IN THE CODE AND AN EFFECTIVE DATE. WHEREAS, the Village has determined that the most practical and economic method for billing and collecting the Stormwater Utility Fees is to include the fee as part of the water and sewer bills; and WHEREAS, Miami Dade Water and Sewer Authority Department ("WASAD") is responsible fcr billing and collecting water and sewer charges from the residents of the Village; and WHEREAS, WASAD is willing to bill and collect the Stormwater Utility fees on behalf of the Village. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS: Section 1. That Sec. 2 of Ordinance No. 93-11 of the Village of Key Biscayne is nereby amended to read as follows:` Sec. 2. Oefin,t_ons * x * (o) WASAD shall mean Miami Dade Water and Sewer Authority Department. -Highlighted items are additions to the text; items k through are deletions to text. Section 2. That Sec. 5 of Ordinance No. 93-11 of the Village of Key Biscayne is hereby amended to read as follows: Sec. 5. Collection of Stormwater Utility Fee; Liens. (a) The Stormwater Uti...ity Fee shall be billed to the owner, tenant or occupant of each Developed Property. If the Stormwater Utility Fee is not fully paid by the owner, tenant or occupant on or before the past due date set forth on the owner's, tenant's or occupant's bill, a ten percent late charge may be added to the bill. Any unpaid balance of the owner, tenant or occupant for a Stormwater Utility Fee shall be subject to an interest charge at a rate of eight percent per annum. Imposition of this interest charge shall commence 60 days after the past due date of the fees set forth on the bill of the owner of the Developed Property. WASAD is hereby authorized to act as the Village's agent for the purpose of billing and collecting Stormwater Utility Fees. Stormwater Utility Fees shall be billed by WASAD in the same manner and subject to the same rules and regulations governing WASAD's water and sewer bills, including, but not limited to, the right to discontinue service. (b) Fees and late charges, together with any interest charges, shall be debts due and owing the Village's Stormwater Utility and all of same shall be recoverable by the Village in a court of competent jurisdiction. (c) The Village Manager shall establish procedures to notify owners, tenants, occupants or managers of Developed Property of delinquent Stormwater Utility Fee accounts. Section 3. Severabilitv. The provisions of this Ordinance are declared to be severable and if any section, sentence, clause or phrase of this Ordinance shall for any reason be held to be invalid or unconstitutional, such decision shall not affect the validity of the remaining sections, sentences, clauses, and phrases of this Ordinance but they shall remain in effect, it being the legislative intent that this Ordinance shall stand notwithstanding the invalidity of any part. 2 Section 4. Inclusion :n the Code. It is the intention of the Board of Trustees, and it is hereby ordained that the provisions of this Ordinance shall become and made a part of the Code of the Village of Key Biscayne; that the ..actions of this Ordinance may be renumbered or relettered to accomplish such intentions; and that the word "Ordinance" shall be changed to "Section" or other appropriate word. Section 5. Effective Date. This Ordinance shall be effective upon adoption on second reading. PASSED AND ADOPTED on first reading this 28th day of September , 1993. PASSED AND ADOPTED on second reading this 12th day of October , 1993. RAFAEL H. CONTE, MAYOR APPROVED AS TO FORM AND LEGAL SUFFICIENCY: RICHARD JAY WEISS, VILLAGE ATTORNEY g11\keyDisca\stor=wat.3rd 3 Village Cuunal John 1~ Festa. Mayor Betty Sime, Vice Mayor Raul Llorente Hugh T 0 Reilly Michele Padovan Raymond P Sullivan John Maid L Wage 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 92-23 (Adopted by the Village Council on June 9, 1993) IN WITNESS WHEREOF. I hereunto set my hand and affix the Seal of the village of Key Biscayne, Florida this 22th day of March- 1995 Guido H In, , Village Clerk Village of Key Biscayne_ Florida 85 West McIntyre Street • Key Biscayne. Florida 331-}9 • ( 305) 365-5506 • Fax (305) 365-8936 RESOLUTION NO. A RESOLUTION CF THE VILLAGE OF KEY BISCAYNE, FLORIDA; NOTIFYING THE BOARD OF COUNTY COMMISSIONERS OF METROPOLITAN DADE COUNTY AND THE DIRECTOR OF THE METROPOLITAN DADE COUNTY DEPARTMENT OF ENVIRONMENTAL RESOURCES MANAGEMENT THAT IT WISHES TO EXERCISE ITS OPTION TO EXEMPT THE VILLAGE OF KEY BISCAYNE FROM THE PROVISIONS OF ORDINANCE 91-66; PROVIDING FOR TRANSMISSION AND EFFECTIVE DATE. WHEREAS, Ordinance 91-66 adopted by Metropolitan Dade County establishes a countywide stormwater utility; and WHEREAS, such Ordinance allows municipalities the option of providing dedicated funds for stormwater management in accordance with Section 403.0893(1)(2) or (3), Florida Statutes; and WHEREAS, the Village of Key Biscayne wishes to exercise its option to exempt the Village from the provisions of Ordinance 91- 66; NOW THEREFORE BE IT RESOLVED BY THE MAYOR AND THE BOARD OF TRUSTEES OF THE VILLAGE OF KEY BISCAYNE, Dade County, Florida, as follows: Section 1. The Village of Key Biscayne hereby notifies the Board of County Commissioners of Metropolitan Dade County and the Director of the Metropolitan Dade County Department of Environmental Resources Management that it wishes to exercise its option to exempt the Village of Key Biscayne from the provisions of Ordinance 91-66. Section 2. The Village of Key Biscayne hereby commits to implement applicable provisions of Section 403.0893(1)(2) or (3), as amended from time to time on cr before June 30, 1993. The Village of Key Biscayne reserves the right, pursuant to Section 24- 61.2 of Ordinance 91-66 to void this exemption by request to the Board of County Commissioners of Metropolitan Dade County. Section 3. The Clerk of the Village of Key Biscayne is hereby directed to file a certified copy of this Resolution with the Clerk of the Board of County Commissioners and with the Director of the Metropolitan Dade County Department of Environmental Resources Management. Section 4. This resolution shall become effective upon its adoption. PASSED AND ADOPTED this Att st: Ok- VILLAGE CLERK day of June, 1992. f II .� RAFAEL J CONTE , MAYOR Approved as to Legal Sufficiency: IA.Ln.A^ ISS, VILLAGE ATTORNEY Village Council John F Festa, Mayor Beth Sime. Vice Mayor Raul llorente Hugh T O'Reilly Michele Padovan Raymond P Sullivan John Wald Frlla'e Clerk Guido H Inguanzo. Jr VILLAGE OF KEY BISCAYNE Office of the Village Clerk CERTIFICATION L 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: Village Charter of the Village of Key Biscayne IN ` iTNi ESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne, Florida this 22th day of March, 1995 Guido H Village Clerk Village of Key Biscayne, Florida TS T'S , CHARTER VILLAGE OF KEY BISCAYNE, FLORIDA This pamphlet is a reprint of the Charter of the Village of Key Biscayne, Florida, published by order of the Village Council. MUNICIPAL CODE CORPORATION C Tallahassee, Florida 1993 PART I CHARTER* Article I. Corporate Existence, Form of Government, Boundary and Powers Sec. 1.01. Corporate existence. Sec. 1.02. Form of government. Sec. 1.03. Corporate boundary. Sec. 1.04. Powers. Sec. 1.05. Construction. Article II. Village Council; Mayor Sec. 2.01. Village council. Sec. 2.02. Mayor and vice mayor. Sec. 2.03. Election and term of office. Sec. 2.04. Qualifications. Sec. 2.05. Vacancies; forfeiture of office; filling of vacancies. Sec. 2.06. Recall. Sec. 2.07. No compensation: reimbursement for expenses. Article III. Administrative Sec. 3.01. Village manager. Sec. 3.02. Appointment: removal: compensation. Sec. 3.03. Powers and duties of the Village manager. Sec. 3.04. Village clerk. Sec. 3.05. Village attorney. Sec. 3.06. Village code of administrative regulations. Sec. 3.07. Expenditure of Village funds. Sec. 3.08. Competitive bid requirement._ Sec. 3.09. Village boards and agencies. Article IV. Legislative Sec. 4.01. Council meeting procedure. Sec. 4.02. Prohibitions. Sec. 4.03. Action requiring an ordinance. Sec. 4.04. Emergency ordinances. Sec. 4.05. Annual budget adoption. Sec. 4.06. Fiscal year. Sec. 4.07. Appropriation amendments during the fiscal year. *Editor's note —Printed herein is the Municipal Charter of the Village of Key Biscayne, as adopted by the voters on June 18. 1991. Amendments to the Charter are indicated by parenthetical history notes following amended provisions. The absence of a history note indi- cates that the provision remains unchanged from the original Charter. Obvious misspellings Have been corrected without notation. For stylistic purposes, a uniform system of headings, catchlines and citations to state statutes has been used. Additions made for clarity are indi- cated by brackets. KEY BISCAYNE CODE Sec. 4.08. Authentication, recording and disposition of ordinances; resolutions and charter amendments. Sec. 4.09. Tax levy. Sec. 4.10. Borrowing. Article V. Elections Sec. 5.01. Elections. Sec. 5.02. Initiative and referendum. Sec. 5.03. Form of ballots. Article VI. Charter Amendments Sec. 6.01. Sec. 6.02. Sec. 6.03. Charter amendments. Procedure to amend. Form of ballot. Article VII. General Provisions Sec. 7.01. No casino gambling. Sec. 7.02. Severability. Sec. 7.03. Conflicts of interest; ethical standards. Sec. 7.04. Village personnel system; merit principle. Sec. 7.05. Charitable contributions. Sec. 7.06. Charter revision. Sec. 7.07. Variation of pronouns. Sec. 8.01. Sec. 8.03. Sec. 8.04. Sec. 8.07. Article VIII. Transition Provisions Temporary nature of Article. Interim adoption of codes and ordinances. Taxes and fees. Initial election of council and mayor. CHARTER § 1.03 ARTICLE I. CORPORATE EXISTENCE, FORM OF GOVERNMENT, BOUNDARY AND POWERS Section 1.01. Corporate existence. A municipal corporation known as Village of Key Biscayne (the "Village") is hereby created pursuant to the Constitution of the State of Florida (the "State") and the Home Rule Charter of Metropolitan Dade County (the "County The corporate existence of the Village shall commence upon the adoption of this charter. Section 1.02. Form of government. The Village shall have a "council-manager" form of government. Section 1.03. Corporate boundary. The corporate boundary of the Village shall be as follows: BEGIN at the point of intersection of the West line of Crandon Boulevard with the South line of Crandon Park, said point of intersection also being the Northeast corner of Tract 1 of SUBDIVISION OF A PORTION OF MATHESON ESTATE, KEY BISCAYNE, DADE COUNTY, FLORIDA, according to the plat thereof recorded in Plat Book 46 at Page 86 of the Public Records of Dade County. Florida; thence run Westerly along said South line of Crandon Park, also being the North line of said Tract 1 and its Westerly extension to a point in the waters of Biscayne Bay, said point being 1,200 feet Westerly of the most Northwesterly corner of Tract B of FOURTH ADDITION TO TROPICAL ISLE HOMES SUBDIVISION, according to the plat thereof recorded in Plat Book 53 at Page 39 of the Public Records of Dade County, Florida: thence run Southwesterly, to a point in the waters of Biscayne Bay, said point being the point of intersection with the Southwesterly extension of the Southeasterly line of Lot 7 in Block 1 of MASHTA POINT SUBDIVI- SION, according to the plat thereof recorded in Plat Book 131 at Page 37 of the Public Records of Dade County, Florida. said point of intersection being 1,000 feet Southwesterly of the most Southeasterly corner of said Lot 7, as measured along the Southwesterly extension of the Southeasterly line of said Lot 7; thence run Southeasterly to a point in the waters of Biscayne Bay. said point being the point of intersection of the Southwesterly extension of the Southeasterly line of Lot 17 of SMUGGLERS COVE, according to the plat thereof recorded in Plat Book 78 at Page 83 of the Public Records of Dade County, Florida, with the Westerly extension of the South line of the Waterway shown on the plat of CANOGA PROPERTIES —KEY BISCAYNE, FLORIDA, according to the plat thereof recorded in Plat Book 65 at Page 88 of the Public Records of Dade County, Florida; thence run Easterly, along the South line of said Waterway and its Westerly and Easterly ex- tensions to a point in the Atlantic Ocean, 500 feet Easterly of the Erosion Control Line, as said Erosion Control Line is shown on the plat thereof recorded in Plat Book 74 at Page 26 of the Public Records of Dade County, Florida: thence run Northerly along a line 500 feet Easterly of and parallel to the said Erosion Control Line to the point of intersection with the Easterly extension of the said South line of Crandon Park; thence run Westerly § 1.03 KEY BISCAYNE CODE along the said South line of Crandon Park and its Easterly extension to the Point of Beginning; AND BEGIN at the point of intersection of said South line of Crandon Park with the centerline of Crandon Boulevard, said centerline of Crandon Boulevard being the centerline of Tract 10 of said plat of SUBDIVISION OF A PORTION OF MATHESON ESTATE, KEY BIS- CAYNE, DADE COUNTY, FLORIDA, and its Northeasterly extension; thence run West- erly along the South Line of Crandon Park for a distance of 400 feet; thence run Northerly at right angles to the South line of Crandon Park for a distance of 700 feet; thence run Easterly parallel with the South Line of Crandon Park for a distance of 750 feet more or less to said centerline of Crandon Boulevard; thence run Southwesterly along said cen- terline of Crandon Boulevard for a distance of 783 feet more or less to the South boundary of Crandon Park and to the POINT OF BEGINNING. Section 1.04. Powers. The Village shall have all available governmental, corporate and proprietary powers. Through the adoption of this charter, it is the intent of the electors of the Village that the municipal government established herein have the broadest exercise of home rule powers permitted under the Constitution and laws of the State. Section 1.05. Construction. The powers of the Village shall be construed liberally in favor of the Village. ARTICLE IL VILLAGE COUNCIL; MAYOR* Section 2.01. Village council. There shall be a Village council (the "council") with all legislative powers of the Village vested therein, consisting of six t6) members ("councilmembers") and the mayor. References in this charter to councilmembers shall include the mayor unless the context otherwise requires. (Ord. No. 92-18, § 1, 8-11-92.`11-3-92) Section 2.02. Mayor and vice mayor. (a) Mayor. The mayor shall preside at meetings of the council, be a voting member of the council, name committees of the council and appoint members of the Village boards and agencies with the approval of the council. The mayor shall be recognized as head of Village government for all ceremonial purposes and for purposes of military law, for service of process, *Editor's note —Pursuant to Ord. No. 92-18, § 1, adopted on August 11, 1992, and ap- proved by the voters on November 3, 1992, the title of article II of the Charter has been changed from "Village Board of Trustees; Mayor" to "Village Council; Mayor." Code reference —Village Council, § 2-21 et seq. rum. A CHARTER § 2.05 execution of duly authorized contracts. deeds and other documents, and as the Village official designated to represent the Village in all dealings with other governmental entities. The mayor shall annually present a state of the Village message and an annual budget message. )b) Vice -mayor. During the absence or incapacity of the mayor, the vice -mayor shall have all the powers, authority, duties and responsibilities of the mayor. At the first council meeting after each regular Village election, or in any calendar year in which there is no regular Village election, at the first council meeting in the month of November of such year, the council shall elect one (1) of its members as vice -mayor. (Ord. No. 92-18, § 1, 8-11-92111-3-92) Section 2.03. Election and term of office. Each councilmember and the mayor shall be elected at -large by the electors of the Village in the manner provided in Article V of this charter. The mayor shall be elected for a two (2) year term. Each councilmember shall be elected for a four (4' year term. No person shall serve as mayor for more than two (2) consecutive elected terms, and no person may serve on the council, or as any combination of mayor and councilmember, for more than eight (8) consec- utive years. (Ord. No. 92-18, § 1, 8-11-92111-3-92) Section 2.04. Qualifications. Candidates for councilmember or mayor shall qualify for election by the filing of a written notice of candidacy with the clerk of the Village at such time and in such manner as may be prescribed by ordinance and payment to the Village clerk of the sum of one hundred dollars ($100.00) as a qualifying fee. A candidate for mayor may not be a candidate for councilmember in the same election. Only electors of the Village who have resided continuously in the Village for at least one (1) year preceding the date of such filing shall be eligible to hold the office of councilmember or mayor. (Ord. No. 92-18, § 1, 8-11-92,11-3-92 Section 2.05. Vacancies; forfeiture of office; filling of vacancies. a) Vacancies. The office of a councilmember shall become vacant upon his death, resig- nation, removal from office in any manner authorized by law or forfeiture of his office. b) Forfeiture of office. i) Forfeiture by disqualification. A councilmember shall forfeit his office if at any time during his term he ceases to maintain his permanent residence in the Village or otherwise ceases. without good cause, to be a qualified elector of the Village. iii Forfeiture by absence. A councilmember shall be subject to forfeiture of his office, in the discretion of the remaining councilmembers, if he is absent without good cause from any six (6) regular meetings of the council during any calendar year, or if he is § 2.05 KEY BISCAYNE CODE absent without good cause from any four (4), or three (3) as to the mayor, consecutive regular meetings of the council, whether or not during the same calendar year. (iii) Procedures. The council shall be the sole judge of the qualifications of its members and shall hear all questions relating to forfeiture of a councilmember's office, including whether or not good cause for absence has been or may be established. The burden of establishing good cause shall be on the councilmember in question; provided, how- ever, that any councilmember may at any time during any duly held meeting move to establish good cause for the absence of himself or any other councilmember, from any past, present or future meeting(s), which motion, if carried, shall be conclusive. A councilmember whose qualifications are in question or who is otherwise subject to forfeiture of his office shall not vote on any such matters. The councilmember in question shall be entitled to a public hearing(s) on request. If a public hearing is requested, notice thereof shall be published in one (1) or more newspapers of general circulation in the Village at least one (1) week in advance of the hearing. Any final determination by the council that a councilmember has forfeited his office shall be made by resolution. All votes and other acts of the councilmember in question prior to the effective date of such resolution shall be valid regardless of the grounds of forfeiture. (c) Filling of vacancies. A vacancy on the council shall be filled as follows: (i) If less than six (6) months remain in the unexpired term, the vacancy shall be filled by the council. (ii) If one (1) year or more remains in the unexpired term, the vacancy shall be filled by a special election to be held not sooner than thirty (30) days or more than ninety (90) days following the occurrence of the vacancy. (iii) If six (6) months or more but less than one ( 1) year remain, the vacancy shall be filled by the council as provided for in paragraph (i) of this subsection (c) unless there is a Village, County, State or a national election scheduled to take place on any date(s) within such period, in which case the vacancy shall be filled by special election on the first such election date. (iv) If the vacancy is that of mayor, the vice -mayor shall complete the term of mayor, the vacancy shall be considered to be a position on the council and shall be filled in accordance with this subsection, and the council shall then appoint a new vice -mayor. (v) If there is no qualified candidate for any vacancy in any election, the council shall appoint a person qualified under this Article for the vacancy. (vi) Notwithstanding any quorum requirements established herein, if at any time the full membership of the council is reduced to less than a quorum, the remaining members may, by majority vote, appoint additional members to the extent otherwise permitted or required under this subsection lc). (vii) In the event that all the members of the council are removed by death, disability, recall, forfeiture of office and.'or resignation, the Governor shall appoint interim coun- nrrm.n_ CHARTER § 3.03 cilmembers who shall call a special election within not less than thirty (30) days or more than sixty i 60' days after such appointment and such election shall be held in the same manner as the first elections under this charter: provided, however, that if there are less than six i6! months remaining in the unexpired terms, the interim council appointed by the Governor shall serve out the unexpired terms. Appointees must meet all requirements for candidates provided for in the last sentence of Section 2.04. (Ord. No. 92-18, § 1, 8-11-92 11-3-92 Section 2.06. Recall. The electors of the Village shall have the power to recall and to remove from office any elected official of the Village to the extent permitted by the Constitution and laws of the State. The minimum number of electors of the Village which shall be required to initiate a recall petition shall be ten percent (10%) of the total number of electors of the Village as of the preceding Village election. Section 2.07. No compensation: reimbursement for expenses. Councilmembers (including the mayor) shall serve without compensation but shall receive reimbursement in accordance with applicable law, or as may be otherwise provided by ordi- nance, for authorized travel and per diem expenses incurred in the performance of their official duties. (Ord. No. 92-18, § 1, 8-11-92'11-3-92 ARTICLE III. ADMINISTRATIVE* Section 3.01. Village manager. There shall be a Village manager ithe "manager") who shall be the chief administrative officer of the Village. The manager shall be responsible to the council for the administration of all Village affairs. (Ord. No. 92-18, § 1, 8-11-92,11-3-92, Section 3.02. Appointment; removal; compensation. The council shall appoint the manager for an indefinite term. The council may remove the manager at any time. The compensation of the manager shall be fixed by the council. (Ord. No. 92-18, § 1, 8-11-92'11-3-92 Section 3.03. Powers and duties of the Village manager. The manager shall: 1) Be responsible for the appointment, supervision and removal of all Village employees; *Code reference —Administration. ch. 2. § 3.03 KEY BISCAYNE CODE (2) Direct and supervise the administration of all departments and offices but not Village boards or agencies, unless so directed by the council from time to time; (3) Attend all council meetings and have the right to take part in discussion but not the right to vote; (4) See that all laws, provisions of this charter and acts of the council, subject to enforce- ment and/or administration by him or by officers subject to his direction and super- vision, are faithfully executed; (5) Prepare and submit to the council a proposed annual budget and capital program; (6) Submit to the council and make available to the public an annual report on the finances and administrative activities of the Village as of the end of each fiscal year; (7) Prepare such other reports as the council may require concerning the operations of Village departments, offices, boards and agencies; (8) Keep the council fully advised as to the financial condition and future needs of the Village and make such recommendations to the council concerning the affairs of the Village as he deems to be in the best interests of the Village; (9) Execute contracts, deeds and other documents on behalf of the Village to the extent provided by ordinances; and (10) Perform such other duties as are specified in this charter or as maybe required by the council. (Ord. No. 92-18, § 1, 8-11.92/11-3-92) Section 3.04. Village clerk. The council shall appoint a Village clerk (the "clerk"). The clerk shall give notice of council meetings to its members and the public, shall keep a journal of its proceedings which shall be a public record and shall perform such other duties as the council may prescribe from time to time. The clerk shall report to the council. (Ord. No. 92-18, § 1, 8-11-92/11-3-92) Section 3.05. Village attorney. The council may from time to time appoint an individual attorney or a law firm to act as the Village attorney under such terms and conditions as are consistent with this charter and as may be established by the council from time to time. The Village attorney shall report to the council. (Ord. No. 92-18, § 1, 8-11-92/11-3-92) Section 3.06. Village code of administrative regulations. The manager shall maintain a Village code of administrative regulations. The council shall, by ordinance, establish appropriate procedures for reasonable notice and public com- ment on proposed administrative regulations prior to taking final action on the same. (Ord. No. 92-18, § 1, 8-11.92/11-3-92) CHARTER § 4.01 Section 3.07. Expenditure of Village funds. No funds of the Village shall be expended except pursuant to duly approved appropria- tions. Section 3.08. Competitive bid requirement. Contracts for public improvements and purchases of supplies, materials or services shall be awarded or made on the basis of specifications and competitive bids, except in cases where the council specifically determines that it is impracticable to do so. (Ord. No. 92-18, § 1, 8-11-9211-3-92) Section 3.09. Village boards and agencies. The council shall establish or terminate such boards and agencies as it may deem advis- able from time to time. The boards and agencies shall report to the council. (Ord. No. 92-18, § 1, 8-11-92M-3-92) ARTICLE IV. LEGISLATIVE Section 4.01. Council meeting procedure. (a) Meetings. The council shall hold at least eleven (11) regular monthly meetings in each calendar year, at such times and places as the council may prescribe by rule. Special meetings may be held on the call of the mayor or by four (4) members of the council and upon no less than twenty-four (24) hours' notice to each member and the public, or such shorter time as a majority of the council shall deem necessary in case of an emergency affecting life, health, property or the public peace. b) Rules and journal. The council shall determine its own rules of procedure and order of business and shall keep a journal open for public inspection. c) Quorum and voting. Any four 4) members of the council shall constitute a quorum but a smaller number may adjourn from time to time and may compel the attendance of absent members in a manner and subject to the penalties prescribed by the rules of the council. Voting on ordinances and resolutions shall be by roll call on final action and shall be recorded in the journal. Except as otherwise specially provided in this charter. no action of the council shall be valid or binding unless adopted by the affirmative votes of at least four (4) councilmembers. In the event that four 4) or more members of the council are ineligible to vote on a particular matter due to required abstention pursuant to Florida law, then the remaining members of the council may vote and approve such matter by unanimous vote. d) Meeting time limits. No meeting of the council shall extend later than midnight except upon the affirmative vote of four ,-1, councilmembers present at the meeting. (Ord. No. 92-17, § 1, 8-11-92'11-3-92: Ord. No. 92-18. § 1, 8-11-92,11-3-92) § 4.02 KEY BISCAYNE CODE Section 4.02. Prohibitions. (a) Appointment[s] and removals. Neither the council nor any of its members shall in any manner dictate the appointment or removal of any Village administrative officers or em- ployees whom the manager or any of his subordinates is empowered to appoint, but the council may express its views and fully and freely discuss with the manager anything pertaining to appointment and removal of such officers and employees. (b) Interference with administration. Except for the purpose of inquiries and investiga- tions made in good faith, the council or its members shall deal with Village officers and employees who are subject to the direction and supervision of the manager solely through the manager, and neither the council nor its members shall give orders to any such officer or employee, either publicly or privately. It is the express intent of this charter that recommen- dations for improvement in Village government operations by individual councilmembers be made solely to and through the manager. No individual councilmember shall give orders to the manager. (c) Holding other office. No elected Village official shall hold any appointive Village office or employment while in office. No former elected Village official shall hold any compensated appointive Village office or employment until one (1) year after the expiration of his term. (Ord. No. 92-18, § 1, 8-11-92/11-3-92) Section 4.03. Action requiring an ordinance. In addition to other acts required by law or by specific provision of this charter to be effected or authorized by ordinance, those acts of the Village council shall be by ordinance which: (1) Adopt or amend an administrative regulation or establish, alter or abolish any Vil- lage office, department, board or agency; (2) Establish a rule or regulation the violation of which carries a penalty; (3) Levy taxes or appropriate funds; (4) Grant, renew or extend a franchise; (5) Set service or user charges for municipal services or grant administrative authority to set such charges; (6) Authorize the borrowing of money; (7) Convey or lease or authorize by administrative action the conveyance or lease of any lands of the Village; or (8) Amend or repeal any ordinance previously adopted, except as otherwise provided in this charter. (Ord. No. 92-18, § 1, 8-11-92/11-3-92) CHARTER § 4.05 Section 4.04. Emergency ordinances. a) Authorization; form. To meet a public emergency affecting life, health, property or the public peace, the council may adopt, in the manner provided in this Section, one or more emergency ordinances, but such ordinances may not: levy taxes; grant, renew or extend any municipal franchise; set service or user charges for any municipal services; or authorize the borrowing of money except as provided under the emergency appropriations provisions of this charter if applicable. An emergency ordinance shall be introduced in the form and manner prescribed for ordinances generally, except that it shall be plainly designated in a preamble as an emergency ordinance and shall contain, after the enacting clause, a declaration stating that an emergency exists and describing it in clear and specific terms. (b) Procedure. An emergency ordinance may be adopted with or without amendment or rejected at the meeting at which it is introduced. After its adoption, the ordinance shall be published and printed as prescribed for other ordinances. c) Effective date. Emergency ordinances shall become effective upon adoption or at such other date as may be specified in the ordinance. (d) Repeal. Every emergency ordinance except emergency appropriation ordinances shall automatically be repealed as of the sixty-first (61st) day following its effective date, but this shall not prevent re-enactment of the ordinance under regular procedures, or if the emergency still exists, in the manner specified in this Section. An emergency ordinance may also be repealed by adoption of a repealing ordinance in the same manner specified in this Section for adoption of emergency ordinances. e) Emergency appropriations. The council may make emergency appropriations in the manner provided in this Section. To the extent that there are no available unappropriated revenues to meet such appropriations. the council may by such emergency ordinance (without regard to Section 4.10) authorize the issuance of emergency notes, which may be renewed from time to time, but the emergency notes, including renewals thereof, shall be payable not later than the last day of the fiscal year next succeeding the fiscal year in which the emergency appropriation ordinance was originally adopted. (Ord. No. 92-18, § 1, 8-11-92'11-3-92) Section 4.05. Annual budget adoption. a) Balanced budget. Each annual budget adopted by the council shall be a balanced budget. b) Budget adoption. The council shall by ordinance adopt the annual budget on or before the last day of September of each year. If it fails to adopt the annual budget by this date. the council may by resolution direct that the amounts appropriated for current operations for the then ending fiscal year be deemed appropriate for the ensuing fiscal year for a period of fifteen 15, days and may be renewed by resolution each fifteen i 15 days, with all items in it prorated accordingly, until such time as the council adopts an annual budget for the ensuing fiscal year. § 4.05 KEY BISCAYNE CODE An ordinance adopting an annual budget shall constitute appropriations of the amounts spec- ified therein. (c) Specific appropriation. The budget shall be specific as to the nature of each category of appropriations therein. Reasonable appropriations may be made for contingencies, but only within defined spending categories. (d) Deferred compensation; pensions. Contributions to pension and other deferred compen- sation plans or arrangements for Village employees may be made under such terms and conditions as the council may establish from time to time in accordance with sound actuarial principles. (Ord. No. 92-18, § 1, 8-11-92/11-3-92) Section 4.06. Fiscal year. The fiscal year of the Village government shall begin on the first (1st) day of October and shall end on the last day of September of the following calendar year. Such fiscal year shall also constitute the annual budget and accounting year. Section 4.07. Appropriation amendments during the fiscal year. (a) Supplemental appropriations. If, during any fiscal year, revenues in excess of those estimated in the annual budget are available for appropriation, the council may by ordinance make supplemental appropriations for the fiscal year up to the amount of such excess. (b) Reduction of appropriations. If, at any time during the fiscal year, it appears probable to the manager that the revenues available will be insufficient to meet the amounts appro- priated, he shall report to the council without delay, indicating the estimated amount of the deficit, and his recommendations as to the remedial action to be taken. The council shall then take such action as it deems appropriate to prevent any deficit spending not covered by adequate reserves. (Ord. No. 92-18, § 1, 8-11-92/11-3-92) Section 4.08. Authentication, recording and disposition of ordinances; resolutions and charter amendments. (a) Authentication. The mayor or the clerk shall authenticate by his signature all ordi- nances and resolutions adopted by the council. In addition, when charter amendments have been approved by the electors, the mayor and the clerk shall authenticate by their signatures the charter amendment, such authentication to reflect the approval of the charter amendment by the electorate. (b) Recording. The clerk shall keep properly indexed books in which shall be recorded, in full, all ordinances and resolutions passed by the council. Ordinances shall. at the direction of the council, be periodically codified. The clerk shall also maintain the Village charter in current form and shall enter all charter amendments. CHARTER § 5.01 (c) Printing. The council shall, by ordinance, establish procedures for making all resolu- tions, ordinances, technical codes adopted by reference, and this charter available to the people of the Village for public inspection and available for purchase at a reasonable price. (Ord. No. 92-18, § 1, 8-11-92'11-3-92) Section 4.09. Tax levy. The Village shall have the right to levy, assess and collect all such taxes as are permitted by law, including without limitation ad valorem, excise, franchise or privilege taxes and taxes on services and utilities. Section 4.10. Borrowing. The Village shall incur no debt unless the incurrence of such debt is approved by at least five t5) councilmembers. (Ord. No. 92-18, § 1, 8-11-92/11-3-92) ARTICLE V. ELECTIONS Section 5.01. Elections. a) Electors. Any person who is a resident of the Village, has qualified as an elector of the State and registers to vote in the manner prescribed by law shall be an elector of the Village. tb) Nonpartisan elections. All elections for the offices of councilmember and mayor shall be conducted on a nonpartisan basis. c) Election dates. A primary election shall be held in each even -numbered year, on the day of the second State primary election, or if none is held in any such year, on the first Tuesday following the first Monday of October. A regular election shall be held in November of each even -numbered year, on the same day U.S. congressional elections are held, or if none are held in any year, on the first Tuesday following the first Monday of said month and year. (d) Primary election. The ballot for the primary election shall contain the names of all qualified candidates for mayor and for the three (3) council positions which are to be filled as a result of three (3) councilmembers' terms expiring, and shall instruct electors to cast one (1) vote for mayor and no more than three +3) votes for council, with a maximum of one (1) vote per candidate. If any candidate for mayor receives a number of votes greater than fifty percent ,50%) of the total number of ballots cast. such candidate shall be the duly elected mayor, and no regular election for mayor shall be required. If any candidateis) for council receives) a number of votes greater than fifty percent 50%) of the total number of ballots cast, such candidate(s) shall be duly elected to the council, and the number of positions contested in the regular election shall be decreased accordingly. e) Regular election. The ballot for the regular election shall contain the names of the two 2; candidates for mayor who received the most votes in the primary election. The ballot for the regular election shall also contain the names of the six (6) candidates for council who received rum 1'1 § 5.01 KEY BISCAYNE CODE the most votes in the primary election, provided that if any council positions were filled in the primary election, the number of council candidates on the ballot shall be a number equal to the remaining number of council positions to be filled, times two (2). The ballot shall instruct electors to cast one (1) vote for mayor and to cast a number of votes for the council not greater than the number of contested council positions, with a maximum of one (1) vote per candidate. The candidate for mayor receiving the most votes shall be the duly elected mayor. The can- didates for council receiving the most votes, respectively, shall be duly elected to the re- maining positions to be filled on the council. (f) Special elections. Special elections, when required, shall be scheduled by the council at such times and in such manner as shall be consistent with this charter. (g) Single candidates. In the event that the number of persons who qualify as candidates for the council positions to be filled at an election is equal to or less than the number of positions to be filled at such election, those positions shall not be listed on the primary or regular Village election ballot. No election for mayor shall be required in any election if there is only one duly qualified candidate for mayor. (h) Absentee votes. Absentee voting will be permitted as provided by the laws of the State and under such conditions as may be prescribed by ordinance from time to time; provided, however, that no ordinance shall limit the right to vote by absentee ballot available under State law. (i) Commencement of terms. The term of office of any elected official will commence seven (7) days following the day of the regular or special election at which he is elected. (Ord. No. 92-18, § 1, 8-11-92/11-3-92) Section 5.02. Initiative and referendum. (a) Power to initiate and reconsider ordinances. (i) Initiative. The electors of the Village shall have power to propose ordinances to the council and, if the council fails to adopt an ordinance so proposed without any change in substance, to adopt or reject it at a Village election, provided that such power shall not extend to the annual budget or capital program or any ordinance appropriating money, levying taxes or setting salaries of Village officers or employees. (ii) Referendum. (A) The electors of the Village shall have power to require reconsideration by the council of any adopted ordinance and, if the council fails to repeal an ordinance so reconsidered, to approve or reject it at a Village election, provided that such power shall not extend to the annual budget or capital program or any ordinance appropriating money, levying taxes or setting salaries of Village officers or em- ployees. (B) Notwithstanding anything in paragraph (ii)(A) of this subsection (a) to the con- trary, the referendum power shall extend to any ordinance levying ad valorem taxes, provided that (1) the ordinance increases the millage rate above five (5) CHT• 14 CHARTER § 5.02 mills, (2) proceedings with respect to the referendum are commenced within twenty (20) days after the date of adoption of the ordinance, and (3) all petitions with respect to the referendum are filed within thirty ( 30) days after the date of adoption of the ordinance. b) Commencement of proceedings. Any ten (10) electors may commence initiative or ref- erendum proceedings by filing with the clerk or other official designated by the council an affidavit stating they will constitute the petitioners' committee and be responsible for circu- lating the petition and filing it in proper form, stating their names and addresses and speci- fying the address to which all notices to the committee are to be sent, and setting out in full the proposed initiative ordinance or citing the ordinance sought to be reconsidered. Promptly after the affidavit of the petitioners' committee is filed, the clerk or other official designated by the council may, at the committees request. issue the appropriate petition blanks to the petitioners' committee at the committee's expense. (c) Petitions. ti) Number of signatures. Initiative and referendum petitions must be signed by electors of the Village equal in number to at least ten percent (10%) of the total number of electors registered to vote at the last regular Village election. (ii) Form and content. All papers of a petition shall be assembled as one instrument of filing. Each signature shall be executed in ink and shall be followed by the printed name and address of the person signing. Petitions shall contain or have attached thereto throughout their circulation the full text of the ordinance proposed or sought to be reconsidered. iii) Affidavit of circulator. Each paper of a petition shall have attached to it when filed an affidavit executed by the circulator thereof stating that he personally circulated the paper. the number of signatures thereon. that all the signatures were affixed in his presence, that he believes them to be the genuine signatures of the persons whose names they purport to be and that each signer had an opportunity before signing to read the full text of the ordinance proposed or sought to be reconsidered. iv) Filing deadline. Except as otherwise provided in paragraph (ii)(B) of subsection (a) of this Section, all initiative and referendum petitions must be filed within sixty (60) days of the date on which proceedings with respect to such initiative or referendum are commenced. (d) Procedure for filing. i) Certificate of clerk; amendment. Within twenty (20) days after initiative petition is filed or within five 5) days after a referendum petition is filed, the clerk or other official designated by the council shall complete a certificate as to its sufficiency, specifying, if it is insufficient, the particulars wherein it is defective and shall promptly send a copy of the certificate to the petitioners' committee by registered mail. Grounds for insufficiency are only those specified in subsection (c) of this Section. A petition CHT.15 § 5.02 KEY BISCAYNE CODE certified insufficient for lack of the required number of valid signatures may be amended once if the petitioners' committee files a notice of intention to amend it with the clerk or other official designated by the council within two (2) business days after receiving the copy of the certificate and files a supplementary petition upon addi- tional papers within ten )10) days after receiving the copy of such certificate. Such supplementary petition shall comply with the requirements of paragraphs (i) and (ii) of subsection (c) of this Section, and within five (5) days after it is filed the clerk or other official designated by the council shall complete a certificate as to the suffi- ciency of the petition as amended and promptly send a copy of such certificate to the petitioners' committee by registered mail as in the case of an original petition. If a petition or amended petition is certified sufficient, or if a petition or amended petition is certified insufficient and the petitioners' committee does not elect to amend or request council review under paragraph (ii) of this subsection (d) within the time required, the clerk or other official designated by the council shall promptly present his certificate to the council and such certificate shall then be a final determination as to the sufficiency of the petition. (ii) Council review. If a petition has been certified insufficient and the petitioners' com- mittee does not file notice of intention to amend it or if an amended petition has been certified insufficient, the committee may, within two (2) business days after receiving the copy of such certificate, file a request that it be reviewed by the council. The council shall review the certificate at its next meeting following the filing of such request and approve or disapprove it, and the council's determination shall then be a final determination as to the sufficiency of the petition. (e) Action on petitions. (i) Action by council. When an initiative or referendum petition has been finally deter- mined sufficient, the council shall promptly consider the proposed initiative ordi- nance or reconsider the referred ordinance by voting its repeal, all in the manner provided in Article IV. The repeal of an ordinance relating to the levy of ad valorem taxes shall be by resolution. If the council fails to adopt a proposed initiative ordi- nance without any change in substance within forty-five (45) days or fails to repeal the referred ordinance within thirty (30) days (or, in the case of a referendum authorized pursuant to paragraph (ii)(B) of subsection ia) of this Section, within five (5) days after the date on which the petition is determined to be sufficient), it shall submit the proposed or referred ordinance to the electors of the Village. If the council fails to act on a proposed initiative ordinance or a referred ordinance within the time period contained in paragraph (i) of subsection (e) of this Section, the council shall be deemed to have failed to adopt the proposed initiative ordinance or failed to repeal the re- ferred ordinance on the last day that the council was authorized to act on such matter. (ii) Submission to electors. The vote of the Village on a proposed or referred ordinance shall be held not less than thirty 1 30) or more than sixty (60) days from the date the council acted or was deemed to have acted pursuant to paragraph (i) of subsection (e) CHT:16 CHARTER § 6.02 of this Section that the petition was determined sufficient. If no regular election is to be held within the period described in this paragraph. the council shall provide for a special election, except that the council may, in its discretion, provide for a special election at an earlier date within the described period. Copies of the proposed or referred ordinance shall be made available at the polls. iii) Withdrawal of petitions. An initiative or referendum petition may be withdrawn at any time prior to the fifteenth (15th) day preceding the day scheduled for a vote of the Village by filing with the clerk or other official designated by the council a request for withdrawal signed by at least eight (8) members of the petitioners' committee. Upon the filing of such request, the petition shall have no further force or effect and all proceedings thereon shall be terminated. ,0 Results of election. ;i) Initiative. If a majority of the qualified electors voting on a proposed initiative ordi- nance vote in its favor, it shall be considered adopted upon certification of the election results. If conflicting ordinances are approved at the same election, the one receiving the greatest number of affirmative votes shall prevail to the extent of such conflict. (ii) Referendum. If a majority of the qualified electors voting on a referred ordinance vote against it, it shall be considered repealed upon certification of the election results. (Ord. No. 92-18, § 1, 8-11-92/11-3-92, Section 5.03. Form of ballots. A charter amendment. ordinance or other ballot issue to be voted on by the electors shall be presented for voting by ballot title. The ballot title of a measure may differ from its legal title and shall be a clear. concise statement describing the substance of the measure without argument or prejudice. Below the ballot title shall appear the following question: "Shall the above described [amendment!ordinance/proposal] be adopted?" Immediately below such ques- tion shall appear, in the following order, the word "YES" and also the word "NO." ARTICLE VI. CHARTER AMENDMENTS Section 6.01. Charter amendments. This charter may be amended in accordance with the provisions of this Article. Section 6.02. Procedure to amend. ai Initiation. This charter may be amended in two 2 \vays: i By ordinance. The council may, by ordinance, propose amendments to this charter and upon passage of the initiating ordinance shall submit the proposed amendment to a vote of the electors at the next general election held within the Village or at a special election called for such purpose. ('UT 1 " § 6.02 KEY BISCAYNE CODE (ii) By petition. The electors of the Village may propose amendments to this charter by petition. Each petition proposing amendments to this charter shall be commenced, in the form, filed, certified as to its sufficiency and/or withdrawn in the same manner as an ordinance proposed by initiative pursuant to Section 5.02. (b) Submission to electors. Upon certification of the sufficiency of a petition, the council shall submit the proposed amendment to a vote of the electors at the next general election if such election is scheduled to be held not less than sixty (60) days or more than one hundred twenty (120) days from the date on which the petition was certified or at a special election called for such purpose. A special election, if necessary, shall be held not less than sixty (60) days or more than one hundred twenty (120) days from the date on which the petition was certified. (c) Results of election. If a majority of the qualified electors voting on a proposed amend- ment vote for its adoption, it shall be considered adopted upon certification of the election results. If conflicting amendments are adopted at the same election, the one receiving the greatest number of affirmative votes shall prevail to the extent of such conflict. (Ord. No. 92-18, § 1, 8-11-92/11-3-92) Section 6.03. Form of ballot. Any charter amendment ballot issue to be voted on by the electors shall be presented on the ballot in the form required by Section 5.03. ARTICLE VII. GENERAL PROVISIONS* Section 7.01. No casino gambling. There shall be no casino gambling within the Village; provided, however, that nothing herein shall prevent religious, educational or charitable organizations from holding occasional events which feature games of chance which are not otherwise prohibited by State or County law. Section 7.02. Severability. If any section or part of section of this charter shall be held invalid by a court of competent jurisdiction, such holding shall not affect the remainder of this charter or the context in which such section or part of section so held invalid may appear, except to the extent that an entire section or part of section may be inseparably connected in meaning and effect with the section or part of section to which such holding shall directly apply. Code reference—Severability of Code, § 1-13. *Code reference —General provisions, ch. 1. CHT:18 CHARTER § 7.06 Section 7.03. Conflicts of interest: ethical standards. All trustees, officials and employees of the Village shall be subject to the standards of conduct for public officers and employees set by law. In addition, the council may, by ordi- nance, establish a code of ethics for councilmembers, officials and employees of the Village. Without in any way limiting the generality of the foregoing, no member of the council shall have a financial interest, direct or indirect, or by reason of ownership of stock or other equity ownership in any corporation or entity, in any contract or in the sale to the Village or to a contractor supplying the Village of any land or rights or interests in any land, material[,] supplies, or services unless. after full disclosure to the council of the nature and extent of such interest, the same is authorized by the council before the event or accepted and ratified by the council after the event. No member of the council who possesses such a financial interest shall vote on, or participate in the council deliberations concerning, any such contract or sale if such interest is more than a de minimis interest. Any violation of this Section with the knowledge of the person or entity contracting with the Village shall render the contract voidable by the council. (Ord. No. 92-18, § 1, 8-11.92/11-3-92) Code reference —Village Council. § 2-21 et seq. Section 7.04. Village personnel system; merit principle. All new employments, appointments and promotions of Village officers and employees shall be made pursuant to personnel procedures to be established by the manager from time to time. Such personnel procedures shall be based on principles of merit and fitness. Section 7.05. Charitable contributions. The Village shall not make any charitable contribution to any person or entity, except such contributions as have been approved by all seven (7) councilmembers. (Ord. No. 92-18, § 1, 8-11-92/11-3-92) Section 7.06. Charter revision. At its first regular meeting in December of every fifth 5th) year after the adoption of this charter, commencing with December 1996, the council shall appoint a charter revision com- mission consisting of five ,5) persons, one (1) of whom shall be a member of the council serving a second consecutive term as councilmember and four ,4: of whom shall be electors of the Village. If there are no trustees serving a second consecutive term, the council shall appoint to the revision commission one (1) councilmember. The mayor shall not be eligible for appoint- ment to the revision commission. The revision commission shall commence its proceedings within forty-five (45) days after appointment by the council. If the revision commission deter- mines that a revision is needed, it shall draft such amendments to this charter as it deems appropriate and submit the same to the council not later than the ninetieth 90th) day after their appointment by the council. The council shall, not less than thirty ,30 days or more than sixty (60) days after submission of the proposed amendments to the council, submit them to the r'vm i n § 7.06 KEY BISCAYNE CODE electors of the Village in accordance with the provisions of Section 6.02, except that the provisions of subsections ia) and (b) of such Section shall not apply. (Ord. No. 92-18, § 1, 8-11-92/11-3-92) Section 7.07. Variation of pronouns. All pronouns and any variation thereof used in this charter shall be deemed to refer to masculine, feminine, neutral, singular or plural as the identity of the person or persons shall require and are not intended to describe, interpret, define or limit the scope, extent or intent of this charter. ARTICLE VIII. TRANSITION PROVISIONS* Section 8.01. Temporary nature of Article. The following sections of this Article are inserted solely for the purpose of effecting the incorporation of the Village and the transition to a new municipal government. Each section of this Article shall automatically, and without further vote or act of the electors of the Village, become ineffective and no longer a part of this charter at such time as the implementation of such section has been accomplished. *Editor's note —The former sections of the Charter printed in this note, with their his- tory, have become ineffective and no longer a part of the Charter, pursuant to section 8.01 of the Charter, since the implementation of each such section has been accomplished. Set out herein are former sections 8.02, 8.05, 8.06, and subsections (c)(i)—(iii) and (g) of section 8.07: Section 8.02. Interim governing body. After adoption of this charter but prior to the election and acceptance of office of the first elected Village council, the governing body for the Village shall be the Dade County Board of County Commissioners. In acting as the governing body for the Village during this interim period, the Dade County Board of County Commissioners shall not make decisions which could reasonably be postponed until the election of the Village board of trustees or which would materially alter or affect the status quo within the Village boundaries. (Ord. No. 92-18, § 1, 8-11-92/11-3-92) Section 8.05. Fiscal year and first budget. The first fiscal year of the Village shall commence on the effective date of this charter and shall end on September 30, 1992. The first budget shall be adopted on or before October 30, 1991. Section 8.06. Transitional ordinances and resolutions. The council shall adopt ordinances and resolutions required to effect the transi- tion. Ordinances adopted within sixty (60) days after the first council meeting may be passed as emergency ordinances. These transitional ordinances shall be effective for no longer than ninety (90) days after adoption, and thereafter may be readopted, renewed or otherwise continued only in the manner normally prescribed for ordi- nances. (Ord. No. 92-18, § 1, 8-11-92/11-3-92) CHT:20 CHARTER § 8.04 Section 8.03. Interim adoption of codes and ordinances. Until otherwise modified or replaced by this charter or the Village council, all codes. ordinances and resolutions in effect on the day of adoption of this charter shall, to the extent applicable to the Village, remain in force and effect as municipal codes, ordinances and reso- lutions of the Village. (Ord. No. 92-18, § 1, 8-11-92/'11-3-92) Section 8.04. Taxes and fees. Until otherwise modified by the Village council, all municipal taxes and fees imposed within the Village boundaries by the County as the municipal government for unincorporated Dade County, which taxes and fees are in effect on the date of adoption of this charter, shall continue at the same rate and on the same conditions as if those taxes and fees had been adopted and assessed by the Village. (Ord. No. 92-18, § 1, 8-11-92;11-3-92) Section 8.07. Initial election of council and mayor. * * * (c) 1991 elections. The primary and regular elections in 1991 shall be held pur- suant to the procedures set forth in Section 2.03 and Section 5.01(d) and (e), except as follows: (i) only those candidates will qualify for election who have filed written notice of candidacy for councilmember or mayor (but not both) with the Dade County Elections Department, which notice is received before 5:00 p.m., August 5, 1991[,] and which notice shall: IA) indicate whether the candidate seeks the office of councilmember or mayor; (B) contain the candidate's certification that he is a qualified elector of the State of Florida, is registered to vote in the Village and has resided continuously within the Village since August 5, 1990; C) contain or be accompanied by such other information or statement, if any, as may be required by the Dade County Elections Department; D) be signed by the candidate and duly notarized: and E) be accompanied by a check payable to the Dade County Elections De- partment in the amount of $100.00; ii) there will be six 16), rather than three (3), council positions to be filled: iiii) the number of candidates on the regular election ballot will be twelve .12), rather than six ,6); or a lesser number equal to two 1 2) times the number of council positions to be filled, if any candidates were duly elected to the council in the primary: ,g' Induction Into office. Those candidates who are elected at the first regular election shall take office at the initial council meeting, which shall be held at 7 p.m. on September 23, 1991.; at the Key Biscayne Elementary School. Ord. No. 92-18, § 1, 8-11-92/11-3-92) § 8.07 KEY BISCAYNE CODE Section 8.07. Initial election of council and mayor. (a) Transition. This Section shall apply to all primary and regular elections for council and mayor held on or before December 31, 1996[,] and any conflicting provisions of Section 5.01 shall not apply to such elections. (b) Election dates. The first Village primary election shall be held on September 3, 1991. Primary elections shall also be held in 1993 and 1994 on the day of the second State primary election, or if none are held in any such year, on the first Tuesday following the first Monday of October. The first Village regular election shall be held on September 17, 1991. Regular elections shall also be held in November of 1993 and 1994 on the same day U.S. congressional elections are held, or if none are held in any year, on the first Tuesday following the first Monday of said month and year. (c) 1991 elections. The primary and regular elections in 1991 shall be held pursuant to the procedures set forth in Section 2.03 and Section 5.01(d) and (e), except as follows: * * * (iv) the mayor will be elected to a two (2) year term expiring in 1993; (v) the three (3) duly elected councilmembers receiving the most votes, respectively, will be elected to three (3) year terms expiring in 1994; for purposes of this provision, any councilmember duly elected in the primary will be considered to have received more votes than any councilmember elected in the regular election; and (vi) the three (3) remaining duly elected councilmembers will be elected to two (2) year terms expiring in 1993. (d) 1993 elections. The primary and regular elections in 1993 shall be held pursuant to the procedures set forth in Section[s] 2.03, 2.04 and Section 5.01(d) and (e), except as follows: i) the mayor will be elected to a three (3) year term expiring in 1996; and 'ii) the three (3) duly elected councilmembers will be elected to a three (3) year term expiring in 1996. e) 1994 elections. The primary and regular elections in 1994 shall be held pursuant to the procedures set forth in Section 2.03 and Section 5.01(d) and (e). '0 Maximum terms. Notwithstanding Section 2.03. any councilmember (including the mayor) elected in the 1991 election may serve for a maximum of nine (9) consecutive years on the council, and the mayor elected in 1991 or 1993 may serve for a maximum of five (5) consecutive years as mayor. * * (Ord. No. 92-18, § 1, 8-11-92/11-3-92) CHT:22 CHARTER COMPARATIVE TABLE ORDINANCE S This table shows the location of the sections of the Charter and any amend- ments thereto. Adoption/ Ordinance Referendum Section Number Dates Section this Charter 92-17 8-11-9/1-3-92 1 4.01 92-18 5-11-9/1-3-92 1 2.01-2.05 2.07 3.01-3.06 3.08, 3.09 4.01-4.05 4.07, 4.08 4.10 5.01, 5.02 6.02 7.03 7.05, 7.06 Art. VIII 8.03, 8.04 8.07 CHTCT• 1 CHARTER INDEX ABSENTEE VOTES Election regulations.... A AGENCIES OF VILLAGE. See: DEPARTMENTS AND OTHER AGENCIES OF VILLAGE AGREEMENTS. See: CONTRACTS AND AGREEMENTS AMENDMENTS Alter, abolish, amend, etc. Action requiring an ordinance ANNUAL BUDGET. See: BUDGET Section 5.01(h) 4.03(8) APPOINTMENTS Council prohibitions re interference 4.02(a) APPROPRIATIONS Alter, abolish, amend, etc. Action requiring an ordinance Budget Specific appropriations Emergency appropriations 4.04(e) ATTORNEY. See: VILLAGE ATTORNEY AUTHENTICATION Ordinances, resolutions and charter amendments 4.08(a) 4.03(3) 4.05(c) B BALLOTS. See also: ELECTIONS Charter amendments Form of ballot 6.03 Form of ballots 5.03 BOARDS, COMMITTEES AND COMMISSIONS Alter, abolish, amend, etc. Action requiring an ordinance 4.03(1) Conflicts of interest; ethical standards 7.03 Village boards and agencies 3.09 Village managers powers and duties 3.03(7) BORROWING Alter, abolish, amend. etc. Action requiring an ordinance 4.03(6) Generally . .. 4.10 BOUNDARY Corporate boundary 1.03 n -m; KEY BISCAYNE CODE BUDGET Section Annual budget adoption Adoption 4.05(b) Balanced budget 4.05(a) Deferred compensation: pensions 4.05(d) Specific appropriation 4.05(c) Village manager's powers and duties 3.03(5) C CAPITAL PROGRAM Village manager's powers and duties 3.03(5) CASINO GAMBLING No casino gambling 7.01 CHARITABLE CONTRIBUTIONS Officer and employee regulations 7.05 CHARTER Amendments Authentication, recording and disposition of 4.08 Form of ballot 6.03 Generally 6.01 Initiation 6.02(a) Procedure to amend 6.02 Results of election 6.02(c) Submission to electors 6.02(b) Revision 7.06 Severability 7.02 Transition provisions Code of ordinances, interim adoption of 8.03 Initial election of council and mayor 1991 elections 8.07(c) 1993 elections 8.07(d) 1994 elections 8.07(e) Election dates 8.07(b) Maximum terms 8.07(f) Transition 8.07(a) Taxes and fees 8.04 Temporary nature of provisions 8.01 Variation of pronouns 7.07 CLERK. See: VILLAGE CLERK CODE OF ORDINANCES. See: VILLAGE CODE CODES. See: VILLAGE CODE COMMITTEES AND COMMISSIONS. See: BOARDS, COM- MITTEES AND COMMISSIONS COMPETITIVE BIDS Requirements 3.08 CHTi:2 CHARTER INDEX CONFLICTS OF INTEREST Se•.tion Trustees, officials and employees of village 7.03 CONTRACTS AND AGREEMENTS Competitive bid requirements 3.08 Conflicts of interest: ethical standards 7.03 Village manager's powers and duties 3.03(9) CONVEYANCES Alter, abolish, amend, etc. Action requiring an ordinance 4.03(7) COUNCIL Council-manager form of government 1.02 Election and term of office 2.03 Forfeiture of office 2.05(b) Generally 2.01 No compensation; reimbursement for expenses 2.07 Qualifications 2.04 Recall 2.06 Vacancies Filling of vacancies 2.05(c) Generally 2.05(a) Village manager Powers and duties 3.03 D DATES Election dates 5.01(c) DEEDS Village manager's powers and duties 3.03(9) DEFERRED COMPENSATION Budget regulations 4.05(d) DEPARTMENTS AND OTHER AGENCIES OF VILLAGE Alter, abolish, amend, etc. Action requiring an ordinance 4.03(1) Conflicts of interest; ethical standards 7.03 Village manager's powers and duties 3.03(7) DISCLOSURES Conflicts of interest; ethical standards 7.03 DOCUMENTS Village manager's powers and duties 3.03(10) ELECTIONS Absentee votes.. Ballots, form of E 5 01(h) 5.03 r` TIT; KEY BISCAYNE CODE ELECTIONS-Cont'd. Section Charter amendments Result of election 6.02(c) Submission to electors 6.02(b) Charter transition provisions, initial election of council and mayor 1991 elections 8.07(c) 1993 elections 8.07(d) 1994 elections 8.07(e) Election dates 8.07(b) Maximum terms 8.07(f) Commencement of terms 5.01(i) Dates for election 5.01(c) Electors 5.01(a) Initiative and referendum 5.02 Mayor and councilmembers 2.03 Nonpartisan elections 5.01(b) Primary elections 5.01(d) Regular elections 5.01(e) Single candidates 5.01(g) Special elections 5.01(f) EMERGENCIES Ordinances 4.04 EMPLOYEES. See: OFFICERS AND EMPLOYEES ETHICAL STANDARDS Trustees, officials and employees of Village 7.03 F FEES Charter transition provisions 8.04 FINANCES Borrowing 4.10 Budget Annual budget adoption 4.05 Conflicts of interest; ethical standards 7.03 Emergency appropriations 4.04(e) Expenditure of Village fund 3.07 Fiscal year Appropriations amendments during Reduction of appropriations 4.07(b) Supplemental appropriations 4.07(a) Generally 4.06 Mayor and Village council No compensation; reimbursement for expenses 2.07 Tax Levy 4.09 Village managers duties 3.03(6) CHTi:4 CHARTER INDEX FINES, FORFEITURES AND OTHER PENALTIES Mayor and Village council Forfeiture of office FISCAL YEAR Appropriation amendments during Generally FORFEITURES. See: FINES, FORFEITURES AND OTHER PENALTIES FRANCHISES Alter, abolish, amend, etc. Action requiring an ordinance G Section 2.05(b) 4.07 4.06 4.03(4) GAMBLING No casino gambling 7.01 GOVERNMENT Council-manager form of government 1.02 I IMPROVEMENTS. See: PUBLIC WORKS AND IMPROVE- MENTS INITIATIVE AND REFERENDUM Action on petitions 5.02(e) Commencement of proceedings 5.02(b) Petitions 5.02(c) Power to initiate and reconsider ordinances 5.02(a) Procedure for filing 5.02(d) Results of election 5.02(f) J JOURNALS Village council 4.01(b) KEY BISCAYNE. See: VILLAGE K L LEASES Alter, abolish, amend, etc. Action requiring an ordinance M 4.03(7) MANAGER. See: VILLAGE MANAGER C;HTi-S KEY BISCAYNE CODE MAYOR Section Charter transition provisions Initial election of mayor 8.07 Election and term of office 2.03 Generally 2.02(a) Initiative and referendum petitions Certificate of clerk 5.02(d) No compensation; reimbursement for expenses 2.07 Qualifications 2.04 Recall 2.06 Vacancies; forfeiture office; filling of vacancies 2.05 Vice mayor 2.02(b) MEETINGS Council meetings 4.01 MERIT PRINCIPLE Village personnel regulations 7.04 MONEYS OF VILLAGE. See: FINANCES N NONPARTISAN ELECTION. See also: ELECTIONS Generally 5.01(b) 0 OFFICERS AND EMPLOYEES Charitable contributions 7.05 Conflicts of interest; ethical standards 7.03 Council Prohibitions Appointments and removal 4.02(a) Holing other office 4.02(c) Interference with administration 4.02(b) Personnel system; merit principle 7.04 Salaries Deferred compensation; pensions re budget 4.05(d) Mayor and Village council, no compensation 2.07 Village manager 3.02 Village attorney 3.05 Village clerk 3.04 Village manager Generally 3.01 et seq. See: VILLAGE MANAGER ORDINANCES, RESOLUTIONS, ETC. Action requiring an ordinance Authentication of ordinances and resolutions Charter amendments by ordinance 4.03 4.08(a) 6.02(a) CT-1-Ti•A CHARTER INDEX ORDINANCES, RESOLUTIONS, ETC.—Cont'd. Section Emergency ordinances Authorization; form 4.04(a) Effective date 4.04(c) Emergency appropriations 4.04(e) Procedure 4.04(b) Repeal 4.04(d) Initiative and referendum Generally 5.02 Power to initiate and reconsider ordinances 5.02(a) Printing 4.08(c) Recording 4.08(b) Village manager's powers and duties 3.03 P PENALTIES. See: FINES, FORFEITURES AND OTHER PEN- ALTIES PENSIONS AND RETIREMENT Budget Deferred compensation; pension 4.05(d) PERSONNEL. See also: OFFICERS AND EMPLOYEES Village personnel system 7.04 PETITIONS Initiative and referendum 5.02(c), (e) PRIMARY ELECTIONS. See also: ELECTIONS Generally 5.01(d) PRINTING Ordinances, resolutions and charter amendments 4.08(c) . PRONOUNS Variation of pronouns 7.07 PUBLIC WORKS AND IMPROVEMENTS Competitive bid requirements re contracts for public improve- ments PURCHASES AND PURCHASING Competitive bid requirements re purchases of supplies, ma- terials, etc Q 3.08 3.08 QUORUM Council meetings quorum 4.01(c) CHTi: 7 KEY BISCAYNE CODE R Section RECALL Mayor and Village council 2.06 RECORDING Ordinances, resolutions and charter amendments 4.08(b) REFERENDUM. See: INITIATIVE AND REFERENDUM REGULAR ELECTIONS. See also: ELECTIONS Generally 5.01(e) REMOVALS Council prohibitions re interference in 4.02(a) RESOLUTIONS. See: ORDINANCES, RESOLUTIONS, ETC REVENUES. See: FINANCES S SERVICE OR USER CHARGES Alter, abolish, amend, etc. Action requiring an ordinance 4.03(5) SPECIAL ELECTIONS. See also: ELECTIONS Generally 5.01(f) STATE Village powers derived from 1.04 T TAXATION Alter, abolish, amend, etc. Action requiring an ordinance 4.03(3) Charter transition provisions , 8.04 Levy 4.09 V VACANCIES Mayor and Village council 2.05 VILLAGE Boundary of corporation 1.03 Construction of powers 1.05 Corporate existence 1.01 Form of government 1.02 Powers 1.04 VILLAGE ATTORNEY Generally 3.05 CHARTER INDEX VILLAGE CLERK Section Generally 3.04 VILLAGE CODE Administrative provisions 3.06 Charter transition provisions Interim adoption of Code or ordinances 8.03 VILLAGE COUNCIL Annual budget adoption 4.05 Appropriation amendments during the fiscal year 4.07 Charitable contributions 7.05 Charter transition provisions Initial election of council 8.07 Conflicts of interest; ethical standards 7.03 Emergency ordinances Authorization; form 4.04(a) Effective date 4.04(c) Emergency appropriations 4.04(e) Procedures 4.04(b) Repeal 4.04(d) Fiscal year 4.06 Initiative and referendum petitions Action by council 5.02(e)(1) Meetings Generally 4.01(a) Time limits 4.01(d) Ordinances Action requiring 4.03 Authentication, recording and disposition of 4.08 Emergency ordinances 4.04 Prohibitions Appointments and removals 4.02(a) Holding other office 4.02(c) Interference with administration 4.02(b) Quorum and voting 4.01(c) Rules and journal 4.01(b) VILLAGE COUNCIL. See: COUNCIL VILLAGE MANAGER Appointment; removal; compensation 3.02 Council-manager form of government 1.02 Generally 3.01 Powers and duties 3.03 CHTi:9 -- I ‘ - .s: �o1 CIC!?e �� ; arz AND TRUST" COMPANY KE" BISCAYNE, FLORIDA 33149 ,305 36I-9100 March 13, 1995 Mr. Guido H. Inguanzo, Jr Village Clerk Village of Key Biscayne 85 West McIntyre Street Key Biscayne, FL 33149 Dear Mr. Inguanzo: The Key Biscayne Bank and Trust Company and the First Union National Bank of Florida (the "Banks") are pleased to commit the credit facility described below to the Village of Key Biscayne subject to the following terms and conditions: Borrower: The Village of Key Biscayne (the "Village") Amount: Up to $7,200,000 Facility: Bond Anticipation Note Purpose: To finance a portion of the construction of a Stormwater Utility facility. Interest: Security: Maturity: Interest semi-annually paid October 1 and April 1, commencing October 1, 1995. Principal shall be due and payable at the stated maturity. The Village shall covenant to budget and appropriate to the extent necessary that amount required to meet debt service requirements from all legally available non ad valorem revenues. Option I: Principal shall be due and payable April 1, 1996. Option II: Principal shall be due and payable April 1, 1997. Pricing: Prepayment: Option I: Option II: 4.74 % Fixed 4.89 % Fixed The Village may prepay in whole at anytime with no prepayment penalty upon three days prior written notice being delivered to the Key Biscayne Bank and Trust Company. Compliance with Request for Proposals: 1. The following officers represent their respective institutions accordingly: Key Biscayne Bank and Trust Company Jess S. Lawhorn Executive Vice President 85 West McIntyre Street Key Biscayne, FL 33149 (305) 361-9100 First Union National Bank of Florida Deborah A. Buchanan Vice President 200 S. Biscayne Blvd. Miami, FL 33131 (305) 789-5074 2. This Commitment has been approved. No further credit approval is required. 3. A. Option I: $341,280.00 Option II: $704,160.00 B. Bank legal counsel - Actual not to exceed $4,000. C. See "Conditions" D. The Banks are willing to provide up to two annual renewals of principal only at a fixed rate to be determined no earlier than two weeks (14 actual days) prior to such renewal or renewals. 2 Conditions: 1. In the event that the interest on any drawing under this Commitment is ever determined to be taxable for purposes of federal or state income taxation, or in the event that any or all of the interest on any drawing under this Commitment is deemed to be included in the gross income of the Banks for federal or state income taxation, or in the event the Banks are unable to deduct any other amounts as a result of purchasing or carrying any borrowings resultant from the Commitment, or in the event of any action which would otherwise decrease the after tax or taxable equivalent yield to the Banks, the interest on this Commitment shall be subject to a full gross up modification. A determination by the Banks, its counsel and bond counsel shall be conclusive. In no event, however, shall the interest rate on this Commitment exceed the maximum rate permitted by law. 2. The unqualified, approving legal opinion of Bond Counsel to the Village shall be delivered to the Banks at closing without cost to the Banks and shall be in form and content acceptable to the Banks. All documents shall be reviewed by the Banks and their counsel. Costs of Banks' counsel, as well as any other Bank cost incurred on behalf of the Village, shall be borne by the Village and shall be due and payable upon closing. Should Bank Counsel review documents only, the cost of Bank Counsel shall not exceed $4,000. 3. This Commitment shall remain in full force and effect through 4:00 p.m., local time, May 8, 1995, at which time, if not accepted by execution of the acceptance clause below and delivered to the Key Biscayne Bank and Trust Co. at its main office this Commitment shall expire and shall not be enforceable by either the Banks or the Village unless extended by the Banks in writing. At the time of acceptance the Village must notify the Banks of the interest rate option selected. Unless extended in writing by the Banks, this facility must close no later than May 8, 1995. 3 6. If the Banks choose to waive any covenant, paragraph, or provision of this Commitment, or if any covenant, paragraph, or provision of this Commitment is construed by a court of competent jurisdiction to be invalid, it shall not affect the applicability, validity or enforceability of the remaining covenants, paragraphs or provisions. The Key Biscayne Bank and Trust Company and the First Union National Bank of Florida appreciate the opportunity to submit this Commitment to you and look forward to your favorable response. Should you have any questions, please do not hesitate to contact us at the phone numbers previously listed Very truly yours, KEY aISCAYNE BANK AND TRUST COMPANY /r,---�'G�-/, Jess S. Lawhorn / Executive Vice President ,JEST UNION NATIONAL BANK OF FLORIDA _ LL:- -Deborah A. Buchanan Vice President ACCEPTANCE The above Commitment is hereby accepted on the terms and conditions outlined therein by authority of the Governing Board of the: VILLAGE OF KEY BISCAYNE By: L; Its: V[ t [147e 14 i2 4 Date: (f J0195 41(C1 116 04114,1 AND TRUSTCOMPANY KEY BISCAYNE, FLORIDA 33149 30S 361-9100 March 13, 1995 Mr. Guido H. lnguanzo, Jr Village Clerk Village of Key Biscayne 85 West McIntyre Street Key Biscayne, FL 33149 Dear Mr. Inguanzo: The Key Biscayne Bank and Trust Company and the First Union National Bank of Florida (the "Banks") are pleased to commit the credit facility described below to the Village of Key Biscayne subject to the following terms and conditions: Borrower: The Village of Key Biscayne (the "Village") Amount: Up to $7,200,000 Facility: Bond Anticipation Note Purpose: To finance a portion of the construction of a Stormwater Utility facility. Interest: Security: Maturity: Interest semi-annually paid October 1 and April 1, commencing October 1, 1995. Principal shall be due and payable at the stated maturity. The Village shall covenant to budget and appropriate to the extent necessary that amount required to meet debt service requirements from all legally available non ad valorem revenues. Option I: Principal shall be due and payable April 1, 1996. Option II: Principal shall be due and payable April 1, 1997. Pricing: Prepayment: Option I: Option II: 4.74 % Fixed 4.89 % Fixed The Village may prepay in whole at anytime with no prepayment penalty upon three days prior written notice being delivered to the Key Biscayne Bank and Trust Company. Compliance with Request for Proposals: 1. The following officers represent their respective institutions accordingly: Key Biscayne Bank and Trust Company Jess S. Lawhorn Executive Vice President 85 West McIntyre Street Key Biscayne, FL 33149 (305) 361-9100 First Union National Bank of Florida Deborah A. Buchanan Vice President 200 S. Biscayne Blvd. Miami, FL 33131 (305) 789-5074 2. This Commitment has been approved. No further credit approval is required. 3. A. Option I: $341,280.00 Option II: $704,160.00 B. Bank legal counsel - Actual not to exceed $4,000. C. See "Conditions" D. The Banks are willing to provide up to two annual renewals of principal only at a fixed rate to be determined no earlier than two weeks (14 actual days) prior to such renewal or renewals. 2 Conditions: 1. In the event that the interest on any drawing under this Commitment is ever determined to be taxable for purposes of federal or state income taxation, or in the event that any or all of the interest on any drawing under this Commitment is deemed to be included in the gross income of the Banks for federal or state income taxation, or in the event the Banks are unable to deduct any other amounts as a result of purchasing or carrying any borrowings resultant from the Commitment, or in the event of any action which would otherwise decrease the after tax or taxable equivalent yield to the Banks, the interest on this Commitment shall be subject to a full gross up modification. A determination by the Banks, its counsel and bond counsel shall be conclusive. In no event, however, shall the interest rate on this Commitment exceed the maximum rate permitted by law. 2 The unqualified, approving legal opinion of Bond Counsel to the Village shall be delivered to the Banks at closing without cost to the Banks and shall be in form and content acceptable to the Banks. All documents shall be reviewed by the Banks and their counsel. Costs of Banks' counsel, as well as any other Bank cost incurred on behalf of the Village, shall be borne by the Village and shall be due and payable upon closing. Should Bank Counsel review documents only, the cost of Bank Counsel shall not exceed $4,000. 3. This Commitment shall remain in full force and effect through 4:00 p.m., local time, May 8, 1995, at which time, if not accepted by execution of the acceptance clause below and delivered to the Key Biscayne Bank and Trust Co. at its main office this Commitment shall expire and shall not be enforceable by either the Banks or the Village unless extended by the Banks in writing. At the time of acceptance the Village must notify the Banks of the interest rate option selected. Unless extended in writing by the Banks, this facility must close no later than May 8, 1995. 3 6. If the Banks choose to waive any covenant, paragraph, or provision of this Commitment, or if any covenant, paragraph, or provision of this Commitment is construed by a court of competent jurisdiction to be invalid, it shall not affect the applicability, validity or enforceability of the remaining covenants, paragraphs or provisions. The Key Biscayne Bank and Trust Company and the First Union National Bank of Florida appreciate the opportunity to submit this Commitment to you and look forward to your favorable response. Should you have any questions, please do not hesitate to contact us at the phone numbers previously listed Very truly yours, KEY pISCAYNE BANK /ND TRUST COMPANY .f Jess S. Lawhorn / Executive Vice President ,-FAST UNION NATIONAL BANK OF FLORIDA Deborah A. Buchanan Vice President ACCEPTANCE The above Commitment is hereby accepted on the terms and conditions outlined therein by authority of the Governing Board of the: VILLAGE OF KEY BISCAYNE • By: ��„ 1��� L, cc Q -L Its: V 11147 Date: , 10195- 4 April 11, 1995 To: Village of Key Biscayne, Florida Re: $7,200,000 Village of Key Biscayne, Florida Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 Ladies and Gentlemen: The undersigned (the "Purchaser") has agreed to purchase from the Village of Key Biscayne, Florida (the "Village"), the Notes referenced above (the "Notes"). The Notes 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 Notes, as follows: (a) There is no managing underwriter for the Notes. (b) There are no "finders," as defined in Section 218.386, Florida Statutes, as amended, with respect to the Notes. (c) There is no underwriting spread with respect to the Notes. (d) No management fee will be charged by the Purchaser. No commitment fee will be charged by the Purchaser. (e) No fee, bonus or other compensation will be paid by the Purchaser in connection with the Notes to any person not regularly employed or retained by it. (f) The name and address of the Purchaser is Key Biscayne Bank and Trust Company, 85 West McIntyre Street, Key Biscayne, FL 33149. (g) The Village is proposing to issue $7,200,000 of Notes for the purpose of expanding and improving the Stormwater Utility System within the Village and paying costs of issuance of the Notes. The Notes are expected to be repaid over 2 years. At an interest rate of 4.89%, total interest paid over the life of Notes will be $687,534. The source of repayment or security for the Notes is expected to be the proceeds of bonds in anticipation of which the Notes are being issued and a covenant to budget and appropriate from legally available Non -Ad Valorem Revenues of the Village. Authorizing the Notes will result in approximately $335,454 and $352,080, respectively, in the next 2 fiscal years, of general fund moneys not being available to finance the other services of the Village. (h) The Purchaser understands that you require no other disclosures with respect to the Notes. Very truly yours, KEY BISCAYNE BANK AND TRUST COMPANY J Bry:/ / i Jess S. L'awhorn Executive Vice President M/1016JDD/041495 2 RUDEN, BARNETT, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. ATTORNEYS AT LAW 701 BRICKELL AVENUE FORT LAUDERDALE SUITE 1900 SARASOTA NAPLES MIAMI, FLORIDA 33131 TALLAHASSEE (305) 789-2700 BROWARD LINE (305) 763-2311 FAX (305) 789-2793 March 21, 1995 FEDERAL EXPRESS State of Florida Division of Bond Finance State Board of Administration 502 North Adams Street Tallahassee, FL 32301 Attention: Sharon W. Robinson WRITER'S DIRECT DIAL NUMBER (305) 789-2762 Re: $7,200,000 Village of Key Biscayne, Florida Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 Ladies and Gentlemen: We are serving as Bond Counsel for the issuance by the Village of Key Biscayne, Florida of its $7,200,000 Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 (the "Notes"). The purpose of this letter is to inform you, as required by Section 218.38, Florida Statutes, as amended, that the Notes are expected to be sold pursuant to negotiated sale (private placement) on March 28, 1995 and issued on March 31, 1995. The Notes are being issued to provide funds for expanding and improving a stormwater utility system within the Village and paying costs of issuance of the Notes. We will send to you Forms 2003 and 2004 when available. If you have any questions, please call me at (305) 789-2762. r) raj CO Division of Bond Finance March 21, 1995 Page 2 Please execute the acknowledgment on the enclosed copy of this letter and return it to my attention. Very truly yours, JDD:sy I ds hereby acknowledge receipt of this letter. Title: Date: RUDEN, BARNETT, McCLOSKY, SMITH, SCHU TER & RUSSELL, P.A. Jeffrey D. DeCarlo M/101TJDD of ir,rwt n e nkirrr kA -C I r1CW CAAITI.J CCI-1I ICTI P R, P1 NSF! I 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 been 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 Betty Sime Raul Llorente Michele Padovan Hugh T. O'Reilly Raymond P. Sullivan John Waid Beginning Date of Term 11/9/93 3/17/92 11/9/93 11/15/94 11/15/94 9/23/91 11/9/93 Ending Date of Current Term 11/12/96 11/10/98 11/12/96 11/10/98 11/10/98 11/12/96 11/12/96 The following are now, and have been 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 Beginning Date of Name Current Term John F. Festa 11/9/93 Betty Sime 11/15/94 C. Samuel Kissinger 3/2/92 Ending Date of Current Term 11/12/96 11/1 I 41.75 5 Discretion of Council Village Guido H. Inguanzo, 10/1/92 Discretion of Clerk Jr. Council Village Attorney Weiss Serota & Helfman, P.A. 10/29/91 Discretion of Council IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Village this 17th day of April, 1995. Vill M/1018JDD/041395 Clerk SIGNATURE AND NO LITIGATION CERTIFICATE We, the undersigned, DO HEREBY CERTIFY as follows: 1. That we did heretofore cause to be officially documented the $7,200,000 Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 of the Village of Key Biscayne, Florida (the "Village") dated April 17, 1995, issued as one Note in the principal amount of $7,200,000 (the "Notes"). 2. That John F. Festa, Mayor of the Village, has executed the Notes by his manual signature, and that the Mayor was on the date his signature was placed on the Notes 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 Notes, 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 Notes and is now the duly appointed, qualified and acting Village Clerk of the Village. 4. That the seal which has been impressed on the Notes and upon this certificate is the legally adopted, proper and only seal of the Village. 5. That the Village Council, by Ordinance No. 95-3 adopted on March 28, 1995 and Resolution No. 95-11, adopted on April 11, 1995, has authorized the issuance of the Notes 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 Notes. 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 Notes. 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 Notes, (b) questioning or affecting the validity of the Notes or the covenant of the Village to budget and appropriate from legally available Non Ad -Valorem Revenues of the village amounts sufficient to pay the principal of and interest on the Notes, 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 Notes, (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 Notes or any revenue bonds in anticipation of which the Notes are being issued, nor do the undersigned have any knowledge that there is any basis therefor. 9. That the execution, delivery, receipt and due performance of the Notes 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 17th day of April, 1995. (SEAL) .; { fr rt Signature 1441, loth' M/1019JDD/041395 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, Key Biscayne Bank and Trust Company (the "Purchaser"), hereby certifies and acknowledges in connection with the purchase by it of $7,200,000 Village of Key Biscayne, Florida Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 (the "Notes") that: 1. The Purchaser has received executed copies of Ordinance No. 95-3 adopted by the Village Council of the Village of Key Biscayne, Florida (the "Village") on March 28, 1995 and of Resolution No. 95-11 adopted by the Village Council of the Village on April 11, 1995, 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 Notes; it has received such information concerning the Village as it deems to be necessary in connection with investment in the Notes; and during the course of this transaction and prior to the purchase of the Notes 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 Notes, 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 Notes. 4. The Purchaser is aware that certain economic variables could affect the security of its investment in the Notes 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 Notes is being issued in connection with the Notes and that it has made its own inquiry and analysis with respect to the Notes and the security therefor, and other material factors affecting the security for and payment of the Notes. 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 Notes 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 Notes; provided that the foregoing shall not preclude the Purchaser from offering a participation interest in the Notes to First Union National Bank of Florida. The Purchaser will not sell the Notes 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 Notes for its own account and not for resale, and will not sell, convey, pledge or otherwise transfer the Notes without prior compliance with applicable registration and disclosure requirements of state and federal securities laws. Dated this 17th day of April, 1995. KEY BISCAYNE BANK AND TRUST COMPANY M/1020300/041395 2 // By: / _e0,—) ( Jess S. L-awho r rv' Executive Vice President // 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 $7,200,000 Stormwater Utility Revenue Bond Anticipation Notes, Series 1995, being issued on the date hereof (the "Series 1995 Notes"). The undersigned is the official charged with others with responsibility for issuing the Series 1995 Notes. 1. General (a) The Series 1995 Notes 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. 95-3 adopted by the Village Council of the Village on March 28, 1995 and Resolution No. 95-11 adopted by the Village Council of the Village on April 11, 1995 (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 § 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 - 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 1995 Notes will be used in any manner that would cause the Series 1995 Notes 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 1995 Notes are being issued for the purpose of providing funds: (i) to pay the costs of expanding and improving the Stormwater Utility System within the Village (the "Project"); and (ii) to pay costs of issuing of the Series 1995 Notes. (a) The proceeds received from the sale of the Series 1995 Notes will be $7,200,000 (the "Sale Proceeds") representing $7,200,000 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 1995 Notes 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 $360,000 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 October, 1996. (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 1995 Notes. 3. Flow of Funds (a) The Village is required under the Ordinance on each Interest Payment Date to deposit Non -Ad Valorem Revenues into the Note Fund, which, together with other moneys therein, are sufficient to pay the principal of and interest on the Series 1995 Notes on such Interest Payment Date. (b) The Note 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 Note Fund and 1/12 of annual debt service on the Series 1995 Notes). All amounts in the Note Fund will be expended to pay debt service on the Series 1995 Notes within 13 months of the date of receipt thereof (12 months if the amounts are interest or income from the investment of such amounts). MIA:2790:1 2 (c) The Rebate Fund is not pledged to pay debt service on the Series 1995 Notes 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. (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 1995 Notes that exceeds the yield on the Series 1995 Notes 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) Amounts in the Note Fund that are not to be 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) to pay debt service on the Series 1995 Notes will not be invested in taxable investments that produce a yield over the term of the Series 1995 Notes that exceeds the yield on the Series 1995 Notes 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. MIA:2790:1 3 (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 1995 Notes. 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 1995 Notes to the extent necessary to preserve the federal income tax exemption of interest on the Series 1995 Notes. (e) The yield on the Series 1995 Notes for purposes of this Section 4 is 4.89%, 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 1995 Notes is $7,200,000 (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 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 1995 Notes 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 1995 Notes contained in section 149(b)(2)(B) of the Code. MIA:2790:1 4 (c) No portion of the proceeds of the Series 1995 Notes 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 1995 Notes. (d) There are no other obligations of the Village (i) that are or will be sold (issued, in the case of variable rate obligations) at substantially the same time as the Series 1995 Notes; 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 1995 Notes. (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 1995 Notes that would cause the Series 1995 Notes to be "arbitrage bonds" within the meaning of section 148 of the Code. No portion of the proceeds of the Series 1995 Notes will be intentionally used in the manner described in section 148(a)(1) or (a)(2) of the Code. The Village has covenanted to comply with the Arbitrage Rebate Covenants attached hereto as Exhibit B. (f) 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 1995 Notes that would cause the Series 1995 Notes to be "private activity bonds" within the meaning of section 141 of the Code. The Project will be owned and operated by the Village, and no portion of the Project will be used in the trade or business of any person other than a governmental unit (within the meaning of section 141 of the Code). (g) The Village reasonably expects as of the date hereof that at least 75 percent of the available construction proceeds (within the meaning of 26 CFR § 1.148-7(i)) of the Series 1995 Bonds will be allocated to construction expenditures (within the meaning of 26 CFR § 1.148-7(g)) for property owned by the Village. MIA:2790:1 5 IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 17th day of April, 1995. VILLAGE OF KEY BISCAYNE, FLORIDA By: MIA:2790:1 6 . Samuel `R"issi - er Village Manag_r EXHIBIT A ISSUE PRICE CERTIFICATE This certificate is delivered in connection with the issuance of $7,200,000 Stormwater Utility Revenue Bond Anticipation Notes, Series 1995, being issued on the date hereof (the "Series 1995 Notes"). Key Biscayne Bank and Trust Company (the "Bank") does hereby certify as follows: 1. The Bank is purchasing the Series 1995 Notes 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 1995 Notes is $7,200,000, representing $7,200,000 principal amount and $0 accrued interest. IN WITNESS WHEREOF, the Bank has caused this certificate to be executed in its name on this 17th day of April, 1995 by one of its officers duly authorized as of such date. KEY BISCAANE BANK ANP TRUST COMPANY By: '__<>5? /,/ 7. '' '� Jess S. Lawhorn Executive Vice President 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 $7,200,000 Stormwater Utility Revenue Bond Anticipation Notes, Series 1995, being issued on the date hereof (the "Series 1995 Notes") 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 1995 Notes 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 1995 Bond is discharged. "Gross Proceeds" means (i) all amounts actually or constructively received from the sale of the Series 1995 Notes (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 1995 Notes. Such term shall not include amounts that are MIA:2790:1 1 part of a bona fide debt service fund for the Series 1995 Notes. "Rebate Amount" means the rebate amount with respect to the Series 1995 Notes 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 1995 Notes 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 shall 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 1995 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 1995 Notes computed as of the Calculation Date. (b) The yield on the Series 1995 Notes as of the date hereof is 4.89%, 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 1995 Notes, the issue price of the Series 1995 Notes is $7,200,000. The Village shall recompute the yield on the Series 1995 Notes 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 1995 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 Dona fide solicitation for an investment contract with specified material terms and receives at least 3 Dona fide bids from different reasonably competitive providers of investment contracts that have no material financial interest in the Series 1995 Notes; (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 MIA:2790:1 3 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. 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 1995 Notes 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 17th day of April, 1995. VILLAGE OF KEY B SCYNE, FLORIDA By: MIA:2790:1 4 . Samuel Kiss Village Man CERTIFICATE REGARDING QUALIFICATION UNDER SECTION 265(b)(3) OF THE CODE I certify the following with respect to the $7,200,000 Village of Key Biscayne, Florida, Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 (the "Notes"), dated April 17, 1995, 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 Notes 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 1995 other than the Notes. There are no outstanding lines of credit available to the Village. 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 17th day of April, 1995. VILLAGE OF By: M/1021JDD/041395 Y BISCAYNE, FLORIDA C. SAMUEL KISSINI'r R Village Manager 2 CERTIFICATE OF VILLAGE AS TO COMPUTATION OF INTEREST RATE IN COMPLIANCE WITH SECTION 215.84(311 FLORIDA STATUTES The undersigned, Village Manager of the Village of Key Biscayne, Florida hereby certifies that (i) the Village's Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 (the "Notes") are being issued and sold as a single registered Note maturing on April 1, 1997 in the aggregate principal amount of $7,200,000 on this date, (ii) such single note bears interest at the rate of 4.89% per annum, (iii) as evidenced by the attached copy of a page of The Bond Buyer published on March 30, 1995, the average net interest cost rate, computed in accordance with Section 215.84(3), Florida Statutes, by adding 150 basis points to 6.07% ("The Bond Buyer 20 Bond Index" published immediately preceding the day of the calendar month in which the Notes are sold) is 7.57%, and (iv) the interest rate on the Notes equal to 4.89% does not exceed the average net interest cost rate equal to 7.57%. Dated as of the 17th day of April, _995. C. Samuel K. inger, Village Manager M/1022300/041395 THE BOND BUYER Friday, March 31, 1995 Bond Buyer Indexes Average Municipal Bond Yields - Compiled Weekly 20 -Bond GO Indexl 11 -Bond GO Indexl 25 -Bond Revenue Index2 30 -Year Treasury3 1995 MAR 30 6.07 5.96 6.29 7.42 23 6.09 5.97 6.34 7.45 16 . 6.06 5.96 6.25 7.31 9 6.18 6.00 6.40 7.50 2 6.08 5.98 • 6.31 7.48 FEB 23 6.11 6.00 6.34 7.55 16 6.18 6.08 6.40 7.57 9 6.18 6.07 6.44 7.68 2 6.40 6.29 6.63 7.74 JAN 26 6.49 6.38 6.78 7.84 19 6.44 6.33 6.78 7.81 12 6.53 6.42 6.87 7.87 5 6.66 6.56 6.94 7.89 1994 DEC 29 6.71 6.62 6.97 7.84 21 6.74 6.65 6.99 7.83 15 6.77 6.67 7.02 7.86 8 6.88 6.78 7.17 7.85 1 6.90 6.79 7.18 8.00 NOV 23 7.03 6.92 7.32 7.94 17 7.06 6.94 • 7.37 8.12 10 6.96 6.84 7.23 8.14 3 6.83 6.72 7.16 8.10 OCT 27 , . 6.64 6.54 . 6.95 8.04 20 6.49 6.40 6.81 7.99 13 6.44 6.35 6.73 7.83 6 6.50 6.41 6.82 7.94 SEPT 29 6.43 6.34 - • , 6.70 ' r .. 7.85 22 6.37 6.29 ' 6.66 7.77 15 6.24 6.16 6.51 7.63 8 6.18 6.10 6.46 7.57 1 . . 6.16 6.09 6.43 7.45 AUG 25 6.21 6.13 6.46 7.54 18 6.22 6.14 6.45 7.49 11 6.22 6.13 ' 6.49 7.65 4 , . 6.16 6.08 8.37 • ' 7.40 JULY 28 6.22 6.14 6.47 7.54 21 6.22 6.13 6.46 7.54 14 6.22 6.14 6.47 7.52 7 6.27 6.19 6.52 7.57 JUNE 30 - 6.28 6.20 6.56 7.61 23 6.16 6.07 • 6.43 7.39 16 6.04 5.95 6.34 7.37 9 5.96 5.87 6.20 7.27 2 6.09 6.00 6.38 7.34 MAY 26 6.13 6.04 6.41 7.36 19 6.14 6.04 6.41 7.23 12 6.32 6.24 6.60 7.56 5 6.18 6.10 6.43 7.31 APR 28 6.16 6.07 6.42 7.26 21 6.19 6.11 6.45 7.21 14 / 6.22 6.14 6.50 7.29 7 6.34 6.25 6.55 7.19 MAR 30 6.07 5.99 6.39 7.09 Form 8038-G (Rev. May 1993) Department of the Treasury Internal Revenue Sew'. Information Return for Tax -Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) ► See separate Instructions. (Use Form 8038 -GC if the issue price is under $100,000.) OMB No. 1545-0720 rtin Author If Amended Return, check here ► Issuer's name Village of Key Biscayne, Florida 2 Issuer's employer identification number 65 p291811 3 Number and street (or P.O. box if mail is not delivered to street address) 85 West McIntyre Street Room/suite 4 Report number G19 95 - 1 5 City, town, state, and ZIP code Key Biscayne, FL 33149 6 Date of issue Apr 17, 1995 7 Name of Issue Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 8 CUSIP Number N/A Part II Type of Issue (check applicable boxes) and enter the issue price} 9 0 Education (attach schedule -see instructions) 10 0 Health and hospital (attach schedule -see instructions) 11 0 Transportation 12 0 Public safety 13 ® Environment (including sewage bonds) 14 0 Housing 15 0 Utilities 16 0 Other. Describe (see Instructions) 10- 17 If obligations are tax or other revenue anticipation bonds, check box ► 0 18 If obli ations are in the form of a lease or installment sale, check box ► 0 P. rt III Description of Obligations 19 20 Final maturity. Apr Entire issue e I t Matunty date Ist Interest rate o I 1 Issue price Stated redemption price at maturity e Weghted averar matun (i Yield Net interest cost 1, 1997 4.890 % 7,200,000.00 7,200,000.00 7,200,000.00 7,200,000.00 1.956 years 4.889 % 4.890 % • Uses of Oriainal Proceeds of Bond Issue (including underwriters' discount) 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 '45.000.00 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 0.00 0.00 21 0.00 22 7,200,000.00 25 26 Part V 0.00 Description of Refunded Bonds (complete this part only for refunding bonds) 27 45,000.00 28 7,155,000.00 29 Enter the remaining weighted average maturity of the bonds to be refunded ► years 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 Miscellaneous 32 Enter the amount of the state volume cap allocated to the issue ► _ 0.00 33 Enter the amount of the bonds designated by the issuer under section 265(b)(3)(B)(i)(Ill) (small issuer exception) ► 7,200,000.00 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 10- 35 If the issuer has elected to pay a penalty in lieu of rebate, check box ► 0 Under penalties of penury, 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. Please Sign Here Signature of officer Apr 17, 1995 C. Samuel Kissinger, Village Manager Date Type or print name and title For Paperwork Reduction Act f4df1ce, see 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 RECEIPT FOR NOTES Key Biscayne Bank and Trust Company hereby acknowledges receipt of $7,200,000 aggregate principal amount of Village of Key Biscayne, Florida Stormwater Utility Revenue Bond Anticipation Notes, Series 1995. IN WITNESS WHEREOF, I hereunto set my hand this 17th day of April, 1995. KEY BISCAYNE BANK AND TRUST COMPANY M/1023300/041395 By: . .... .r' ,, 'Jess S. Liwhorn Executive Vice President No. R-1 $7,200,000 UNITED STATES OF AMERICA STATE OF FLORIDA VILLAGE OF KEY BISCAYNE STORMWATER UTILITY REVENUE BOND ANTICIPrION NOTE SERIES 1995 f d • Registered Owner: Key Biscayne Bank an ,T,rtist Compa.py Principal Amount: Seven Million Tro'Hundred Thousand Dollars KNOW ALL MEN BY THES /0 BENTS, tilt the Village of Key Biscayne, Florida (the ", i•llage").•,•.'toy value received, hereby promises to pay to 'fbe '•Regi te Owner shown above, or registered assigns,__ on` p i• 1997, from the sources hereinafter mentio the` P r�i ipal Amount specified above. Subject to the ri h`ts, ot',prior prepayment described in this Note, this Note shal iniatikWon April 1, 1997. This Note is is d 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. 95-3 duly adopted by Village Council of the Village on March 28, 1995 (the "Ordinance") and Resolution No. 95-11 duly adopted by the Village Council of the Village on April 11, 1995 (the "Resolution", and collectively with the Ordinance, the "Note Ordinance"), and is subject to the terms of said Note Ordinance. This Note is issued for the purpose of expanding and improving the Stormwater Utility System within the Village and paying costs of issuance of the Notes. This Note shall be payable only from the sources identified herein and from proceeds of revenue bonds in anticipation of which this Note is being issued (when, as and if such bonds are issued). The Village intends to issue stormwater utility revenue bonds at or prior to the date of maturity of this Note, and the issuance of such bonds has been authorized by the Village; such authorization, however, does not obligate the Village to issue such bonds or to issue bonds in any specific amount. Subject to adjustment as provided below, this Note shall bear interest on the outstanding principal balance from its date of issuance payable semi-annually on the first day of each April and October (the "Interest Payment Dates"), commencing October 1, 1995, at an interest rate equal to 4.89% per annum. Interest on this Note shall be computed on the basis of a 360 -day year consisting of twelve (12) thirty -day months. Adjustment of Interest Rate for Full Taxability. In the event a Determination of Taxability shall have occurred, the rate of interest on the Notes shall be increased to a rate (the "Taxable Rate") equal to the product obtained by multiplying the then current rate of interest on the Notes by 1.5, effective retroactively to the date on which the interest payable on the Notes is includable for federal income tax purposes in the gross income of the Owners thereof. A "Determination of Taxability" shall mean (i) the issuance by the Internal Revenue Service of a statutory notice of deficiency or other written notification which holds in effect that the interest payable on the Notes is includable for federal income tax purposes in the gross income of the Owners thereof, which notice or notification is not disputed by either the Village or any Owners of the Notes, or (ii) a determination by a court of competent jurisdiction that the interest payable on the Notes is includable for federal income tax purposes in the gross income of the Owners thereof, which determination either is final and non -appealable or is not appealed within the requisite time period for appeal, or (iii) the admission in writing by the Village to the effect that interest on the Notes is includable for federal income tax purposes in the gross income of the Owners thereof. Adjustment of Interest Rate for Partial Taxability. In the event that interest on the Notes during any period becomes partially taxable because of any change in the tax laws or regulations, then the interest rate on the Notes shall be increased during such period by an amount equal to: (A - B) x C where: (a) A equals the Taxable Rate (expressed as a percentage); (b) B equals the interest rate on the Notes (expressed as a percentage); and (c) C equals the fraction of the interest rate on the Notes which has become taxable as the result of such tax change (expressed as a decimal). Adjustment of Interest Rate for Change in Maximum Corporate Tax Rate. In the event that the maximum effective federal corpoate tax rate (the "Maximum Corporate Tax Rate") during any period with respect to which interest shall be accruing on the Notes, shall be other than thirty-five percent (35%), the interest rate on the Notes shall be adjusted to the product obtained by multiplying the interest rate then in effect on the 2 Notes by a fraction equal to (1-A divided by 1-B), where A equals the Maximum Corporate Tax Rate in effect as of the date of adjustment and B equals the Maximum Corporate Tax Rate in effect immediately prior to the date of adjustment. Adjustment of Interest Rate for Other Changes Affecting After -Tax Yield. So long as any portion of the principal amount of the Notes or interest thereon remains unpaid (a) if any law, rule, regulation or executive order is enacted or promulgated by any public body or governmental agency which changes the basis of taxation of interest on the Notes or causes a reduction in yield on the Notes (other than by reason of a change described above) to the Owners or any former Owners of the Notes, including without limitation the imposition of any excise tax or surcharge thereon, or (b) if, as a result of action by any public body or governmental agency, any payment is required to be made by, or any federal, state or local income tax deduction is denied to, the Owners or any former Owners of the Notes (other than by reason of a change described above or by reason of any action or failure to act on the part of any Owner or any former Owner of the Notes) by reason of the ownership of the Notes, the Village shall reimburse any such Owner within five (5) days after receipt by the Village of written demand for such payment, and the Village agrees to indemnify each such Owner against any loss, cost, charge or expense with respect to any such change. The principal of and interest on this Note 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. The Village has covenanted and agreed in the Note Ordinance to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each fiscal year, amounts sufficient to pay the principal and interest due on the Notes in accordance with their terms during such fiscal year. "Non -Ad Valorem Revenues" means all revenues of the Village derived from any source other than ad valorem taxation on real or personal property which are legally available to make the payments required under the Note Ordinance, other than Public Service Taxes authorized by Part III, Chapter 166, Florida Statutes, and received by the Village pursuant to Section 804 of the Charter of the Village; but only after provision has been made by the Village for the payment of all essential or legally mandated services. Such covenant and agreement on the part of the Village to budget and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts 3 sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the Village, the Village does not covenant to maintain any services or programs, now provided or maintained by the Village, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the Village from pledging in the future its Non -Ad Valorem Revenues, nor does it require the Village to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Noteholders a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the Village. Such covenant to appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated in the Note Ordinance shall have the effect of making available in the manner described herein Non -Ad Valorem Revenues and placing on the Village a positive duty to appropriate and budget, by amendment, if necessary, amounts sufficient to meet its obligations under the Note Ordinance, subject, however, in all respects to the terms of the Note Ordinance and the restrictions of Section 166.241(3), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each fiscal year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject, further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the Village or which are legally mandated by applicable law. THIS NOTE 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 LEGALLY AVAILABLE NON -AD VALOREM REVENUES OF THE VILLAGE, AND FROM THE PROCEEDS OF REVENUE BONDS IN ANTICIPATION OF WHICH THIS NOTE IS BEING ISSUED (WHEN, AS AND IF SUCH BONDS ARE ISSUED). THE ISSUANCE OF THIS NOTE SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THIS NOTE CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE VILLAGE, AND THE HOLDER OF THIS NOTE SHALL HAVE NO RECOURSE TO THE POWER OF TAXATION. The Notes are subject to optional prepayment in whole or in part at any time, at a prepayment price equal to par, plus accrued interest thereon to the date of prepayment, upon 4 written notice to the Owners of the Notes given by the Village at least three (3) days prior to the date fixed for prepayment. The original registered Owner, and each successive registered Owner of this Note 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 Notes and for the registration of transfers of Notes as provided in the Resolution. Notes 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 Notes 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 Notes may be exchanged for Notes of the same principal amount and maturity and denominations in integral multiples of $250,000 (except that an odd lot is permitted to complete the outstanding principal balance). No transfer or exchange of any Note 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 Note shall be registered upon the books of the Village as the absolute Owner of such Note, whether such Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note 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 Note to the extent of the sum or sums so paid. 3. In all cases in which the privilege of exchanging Notes or transferring Notes is exercised, the Village shall execute and deliver Notes in accordance with the provisions of the Resolution. There shall be no charge for any such exchange or transfer of Notes, 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 Notes for a period of 15 days next preceding an interest payment date on such Notes. 4. All Notes, 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 5 be cancelled. In case part, but not all of an outstanding Note shall be prepaid, such Note shall not be surrendered in exchange for a new Note. 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 Note 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 Note 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 thereo.' to be affixed hereto or imprinted or reproduced hereon, all a?. of the 17th day of April, 1995. VILLAGE OF DEFY.- B AYNE, FLORIDA 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 Note and all rights thereunder, and hereby irrevocably constitutes and appoints (the "Transferee") as attorney to register the transfer of the within Note 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 Note 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 Note 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. The following abbreviations, when used in the inscription on the face of the within Note, 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/ 10273DD/041395 RUDEN, BARNETT, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. ATTORNEYS AT LAW 701 BRICKELL AVENUE FORT LAUDERDALE SUITE 1900 SARASOTA NAPLES MIAMI, FLORIDA 33131 TALLAHASSEE (305) 789-2700 FORT LAUDERDALE (305) 764-6660 BOCA RATON (407) 352-9771 FAX (305) 789-2793 April 17, 1995 The Village Council of the Village of Key Biscayne, Florida Key Biscayne Bank and Trust Company Key Biscayne, Florida First Union National Bank of Florida Miami, Florida WRITER S DIRECT DIAL NUMBER Re: $7,200,000 Village of Key Biscayne, Florida Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 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 $7,200,000 Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 initially issued and delivered on this date (the "Notes") 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. 95-3 duly adopted by the Village Council of the Village on March 28, 1995 and Resolution No. 95-11 duly adopted by the Village Council of the Village on April 11, 1995 (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 Key Biscayne Bank and Trust Company First Union National Bank of Florida April 17, 1995 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 Notes. 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 Notes has been duly authorized by the Village. The Notes 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 legally available Non -Ad Valorem Revenues (as defined in the Ordinance) of the Village budgeted and appropriated annually by the Village for such purpose and from the proceeds from the issuance of the revenue bonds in anticipation of which the Notes are being issued. The Notes 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 Notes shall not directly or indirectly or contingently obligate the Village to levy or to pledge any form of taxation whatsoever therefor nor shall the Notes constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Village, and the owners of the Notes shall have no recourse to the taxing power of the Village. 4. Under existing statutes, regulations, rulings and judicial decisions, interest on the Notes 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 and environmental tax imposed on corporations under the Internal Revenue Code of 1986, as amended (the "Code"). Ownership of the Notes 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 Notes. RUDEN, BARNETT, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. The Village Council of the Village of Key Biscayne, Florida Key Biscayne Bank and Trust Company First Union National Bank of Florida April 17, 1995 Page 3 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 Notes in order for interest on the Notes to be excluded from gross income for federal income tax purposes. The failure to meet these requirements may cause interest on the Notes to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Notes. 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 Notes to be included in gross income for federal income tax purposes. We are further of the opinion that the Notes 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 Notes 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 Notes 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 Notes and the enforceability of the Notes 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. Azion,,6Q,,,„A (McG644):: , Sd.4t.£ 44th/ /J,/4. M/1024JDD RUDEN, BARNETT, McCLOSKY, SMITH, SCHUSTER & RUSSELL, P.A. WEISS SEROTA & HELFMAN, P.A. EDWARD G GUEDES STEPHEN J HELFMAN GILBERTO PASTORIZA BARBARA J RIESBERG DAVID J BUSS' GAIL D SEROTA* JOSEPH H SEROTA RICHARD JAY WEISS ANDRE L WILLIAMS ATTORNEYS AT LAW 2665 SOUTH BAYSHORE DRIVE SUITE 204 MIAMI, FLORIDA 33133 The Village Council of the Village of Key Biscayne, Florida Key Biscayne, Florida TELEPHONE (305) 854-0800 TELECOPIER (305) 854-2323 April 17, 1995 Key Biscayne Bank and Trust Company Key Biscayne, Florida First Union National Bank of Florida Miami, Florida BROWARD OFFICE 888 EAST LAS OLAS BOULEVARD SUITE 710 FORT LAUDERDALE, FLORIDA 33301 Re: $7,200,000 Village of Key Biscayne, Florida Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 Ladies and Gentlemen: TELEPHONE (305) 763-1189 •OF COUNSEL We have acted as Village Attorney for the Village of Key Biscayne, Florida (the "Village") in connection with the issuance of the Village's $7,200,000 Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 (the "Notes"). In such capacity, we have examined the following: a. Ordinance No. 95-3 adopted by the Village Council on March 28, 1995 and Resolution No. 95-11 adopted by the Village Council on April 11, 1995, authorizing the issuance of the Notes (collectively the "Ordinance"); b. Ordinance No. 93-11 adopted by the Village Council on June 22, 1993, creating the Village's Stormwater Utility, as amended by Ordinance No. 93-11- A, adopted by the Village Council on October 12, 1993; c. Resolution No. 92-23 adopted by the Village Council on June 9, 1992 required under Article IV, Chapter 24, Dade County Code, regarding the Stormwater Utility; d. The Village Charter, as amended (the "Charter"), and Chapter 166, Florida Statutes, as amended; and e. Such other documents, certificates, records and proceedings as we have considered necessary to enable us to render this opinion. The Village Council of the Village of Key Biscayne, Florida Key Biscayne Bank and Trust Company First Union National Bank of Florida April 17, 1995 Page 2 Based on such examinations, we are of the opinion that: 1. The Village has taken all action necessary under law and the Dade County Code to create its Stormwater Utility. 2. The Ordinance has been duly adopted and no further action of the Village is required to authorize the issuance, sale and delivery of the Notes. 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 by general principles of equity. 3. The issuance, sale and delivery of the Notes 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 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. 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 Notes or the security therefor. Respectfully submitted, Weiss Serota & Helfman, P.A. By, )1.F.td„) 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 2. Mailing Address 85 West McIntyre Street 3. City Key Biscayne 4. County Dade 5. Zip Code 33149 6. Type of Issuer County Dependent Special District XCity Independent Special District Authority Other Part II. Bond Issue Information 1. Name of Issue Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 2. Amount Issued $7,200,000 3. Amount Authorized $7,200,000 4 Dated Date April 17, 1995 5. Sale Date April 11, 1995 6 Delivery Date April 17, 1995 7 Legal Authority for Issuance Florida Statutes Chapter 166 Special Acts Other 8. Type of Issue General Obligation )( Revenue Special Assessment Special Obligation 9. Specific Revenue(s) Pledged (1) Primary covenant to budget and appropriate from (2) Secondary legally available non -ad valorem revenues (3) Tertiary (4) Other 10. Purpose(s) of the Issue (1) expanding and improving the Village's stormwater utility (2) pay costs of issuance of the notes (3) MIA:2786:1 BF2003 Revised 1/30/95 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) Not Applicable (2) Refunded debt has been: retired, or defeased 11. Type of Sale Competitive Bid )(Private Placement )(Negotiated 12. Basis of Interest Rate Calculation Rate XNet Interest Cost Rate (NIC) 4.89% True Interest Cost Rate (TIC) Canadian Interest Cost Rate (TIC) Other 13. Insurance AMBAC (MG I C) MB IA )( NONE 14. Rating(s) Moody's Standard & Poor's Other None 15. Financial Advisor or Consultant Rauscher Pierce Refsnes, Inc. 16. Bond Counsel Ruden, Barnett, McClosky, Smith, Schuster & Russell, P.A. 17. Purchaser Key Biscayne Bank and Trust Company 18. Paying Agent Village of Key Biscayne 19. Registrar Village of Key Biscayne MIA:2786:1 BF2003 Revised 1/30/95 20. Maturity Schedule (Fill in following schedule showing annual amounts for bond years or attach completed maturity schedule.) Maturity Date (mo/day/yr) Coupon Annual Interest Principal Mandatory (Par Value) Term Amortization April 1, 1996 335,454 0 0 April 1, 1997 4.89% 352,080 7,200,000 MIA:2786:1 BF2003 Revised 1/30/95 21. Optional Redemption Provisions Prepayable at any time at par 22. Comments: Part III. Respondent Information 1. Name C. Samuel Kissinger Title Village Manager Phone (305) 365-5514 Date Report Submitted Part IV. Please return completed form along with Final Official Statement, if any to: Regular Mail Address Only: State Board of Administration Division of Bond Finance P. O. Drawer 5318 Tallahassee, Florida 32314-5318 Federal Express or Certified mail, etc...to: State Board of Administration Division of Bond Finance 502 N. Adams Street Tallahassee, FL 32301 MIA:2'786:1 BF2003 Revised 1/30/95 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(a)(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 2. Mailing Address: 85 West McIntyre Street Key Biscayne, FL 33149 3. Name of bond issue: Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 4. Amount issued: $7,200,000 5. Dated date: April 17, 1995 6. Delivery dateApril 17, 1995 7. Name and address of the managing underwriter connected with bond issue:Key Biscayne Bank and Trust Company 85 West McIntyre Street Key Biscayne, FL 33149 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) Rauscher Pierce Refsnes, Inc. 201 South Biscayne Boulevard, Suite 830 Miami, FL 33131 MIA:2795:1 BF 2004-B Revised 1/30/95 (3) Weiss Serota & Helfman, P.A. 2665 South Bayshore Drive, Suite 204 Miami, FL 33133 (If additional space is needed, continue on separate sheet.) 9. Management fee charged by underwriter: $None per thousand par value. 10. Underwriter's expected gross spread: $None 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 None (2) Name (3) Name Amount $ Amount $ 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: (1) Name Ruden, Barnett et al P.A. Amount $21,000 (2) Name Rauscher Pierce Refsnes Amount $11,500 (3) Name Weiss Serota & Helfman Amount $ 1,000 (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 o f, the bo, Signature must be affixed hereto. Title Village Manager Date 4-17-95 14. For further information regarding this form, the Division should contact: Name Jeffrey D. DeCarlo Phone No. (305)789-2762 15. Completed form should be returned to: Regular Mail Address Only: Federal Express or Certified Mail, etc...to: State Board of Administration State Board of Administration Division of Bond Finance Division of Bond Finance P.O. Drawer 5318 502 N. Adams Street Tallahassee, FL 32314-5318 Tallahassee, Florida 32301 MIA:2795:1