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HomeMy Public PortalAboutSeries 1995 1998 Extension of $7,200,000.tif1998 Extension of $7,200,000 VILLAGE OF KEY BISCAYNE, FLORIDA Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 MARCH 31, 1998 JDC/B.CLOSE/141823-2/13524.001 ADORNO & ZEDER A PROFESSIONAL ASSOCIATION 2601 SOUTH BAYSHORE DRIVE. SUITE 1600 MIAMI, FLORIDA 33133 TELEPHONE (305) 858-5555. FACSIMILE (305) 858-4777 WORLD WIDE WEB hHp://WWW.ad0TO.COR1. JEFFREY D. DECARLO April 28, 1998 Sam Kissinger Village Manager Village of Key Biscayne 85 West McIntyre Street, Suite 201 Key Biscayne, Florida 33149 WRITERS DIRECT NO.: (305) 860-7276 Re: 1998 Extension of $7,200,000 Village of Key Biscayne, Florida Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 Dear Sam: Enclosed please find a closing binder for the captioned transaction. If you have any questions regarding the enclosed, please do not hesitate to call me. Enclosure JDC/S.CLOSE/153508/13524.001 Very truly yours, Jeffrey D. DeCarlo FORT LAUDERDALE March 31, 1998 1998 Extension of $7,200,000 VILLAGE OF KEY BISCAYNE, FLORIDA Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 CLOSING INDEX 1. Certified copy of Ordinance No. 97-9 amending Ordinance No. 95-3, together with a copy of Ordinance No. 95-3. 2. Certified copy of Ordinance No. 98-2 authorizing 1998 Extension. 3. Certified copy of Resolution No. 98-6 amending Resolution No. 95-11, together with a copy of Resolution No. 95-11. 4. Specimen of Amended Note dated March 31, 1998. 5. Cancelled Note dated April 1, 1997. 6. Copy of letter from Bank disclosing the information required by Section 218.385, Florida Statutes. 7. Copy of notice of impending sale to the Division of Bond Finance required by Section 218.38, Florida Statutes. 8. Incumbency Certificate. 9. Bring -Down Certificate of the Village. 10. Certificate of Village as to Computation of Interest Rate in compliance with Section 215.84(3), Florida Statutes. 11. Arbitrage Certificate. 12. I.R.S. Form 8038-G. 13. Opinion of Adorno & Zeder, P.A. 14. Opinion of Weiss Scrota Helfinan Pastoriza & Guedes, P.A., Village Attorney. 15. Division of Bond Finance Form 2003/2004. JOC/E.CLOSE/141823-2/13524.001 VILLAGE OF KEY BISCAYNE: Office of the Village Clerk Village Council John F. Festa, Mayor Mortimer Fried, Vice Mayor Martha Fdez-Lean Broucek. Gregory C. Han Hugh T. O'Reilly Michele Padovan Betty Sime Village Clerk Conchita H, Alvarez CERTIFICATION STATE OF FLORIDA COUNTY OF DADE I, Conchita H. Alvarez, duly appointed Village Clerk of the Village of Key Biscayne, Florida, do hereby certify that the attached is a true and correct copy of: Ordinance No. 97-9 , adopted by the Village Council on March 11, 1997. IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne, Florida, this 30th day of March 1998. chita H. Alvarez Village Clerk Village of Key Biscayne, Florida 85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax: (305) 365-8936 • Internet: http://vkb.key-biscayne.fl.us MISSION STATEMENT "TO PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT." ORDINANCE NO. 97- 9 AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AUTHORIZING THE EXTENSION OF THE MATURITY DATE OF ITS STORMWATER UTILITY REVENUE BOND ANTICIPATION NOTES, SERIES 1995; AMENDING ORDINANCE NO. 95-3, TO CLARIFY THAT THE MATURITY DATE LIMITATIONS ON THE BOND ANTICIPATION NOTES ISSUED PURSUANT THERETO DO NOT APPLY TO ANY EXTENSIONS OR RENEWALS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on March 28, 1995, the Village Council (the "Council") of the Village of Key Biscayne, Florida (the "Village") adopted Ordinance No. 95-3 (the "Ordinance") authorizing the issuance of $7,200,000 Village of Key Biscayne, Florida, Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 (the "Notes"), and on April 11, 1995, the Council adopted Resolution No. 95-11 setting forth the details of the Notes (the "Note Resolution"); and WHEREAS, on April 17, 1995, the Village issued the Notes, and the Notes were purchased by Key Biscayne Bank and Trust Company, now known as SunTrust Bank, Miami, N.A., and First Union National Bank of Florida (collectively, the "Bank"); and WHEREAS, the Notes mature on April 1, 1997 and the Bank, as the sole holder of the Notes, has agreed to extend the term of the Notes an additional 364 days at an interest rate equal to seventy- eight percent (78%) or less of the one year U.S. Treasury Note rate as of the redelivery date of the amended Notes; and WHEREAS, the Ordinance states that the Notes shall mature not later than three (3) years from their date of issuance, and the Council desires to clarify that such maturity limitation not be deemed to apply to any extensions or renewals of the Notes; and WHEREAS, the Council hereby determines it to be in the best interests of the Village to extend the term of the Notes, and in furtherance thereof, to amend the Ordinance to clarify that extending the original maturity of the Notes for more than one year will not conflict with the Ordinance; NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA: SECTION 1. AUTHORIZATION TO EXTEND NOTES. The Council hereby determines it to be in the best interests of the Village to extend the term of the Notes an additional 364 days. The details of such extension shall be determined by this Council by supplemental resolution (which may be an amendment to the Note Resolution). SECTION 2. AMENDMENT OF ORDINANCE. In order to clarify that the three (3) year limitation on the maturity of the Notes was not intended to apply to any renewals or extensions of the Notes, there is hereby added to the end of Section 1 of the Ordinance the following: MIA:49507:1 The three (3) year limitation on the maturity date of the Notes referenced in the preceding paragraph shall apply only to the term of the Notes as originally issued. Any renewals or extensions of the Notes may be for a term not in excess of that authorized under Florida law and as otherwise determined by the Council by supplemental resolution. SECTION 3. OTHER TERMS. All provisions of the Ordinance, other than those specifically amended hereby, shall remain the same. SECTION 4. 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 (including amended forms of Notes) and to do and cause to be done any and all acts and things necessary or proper for carrying out the actions contemplated by this Resolution. SECTION 5. EFFECTIVE DATE. This Ordinance will become effective immediately upon adoption on second reading. PASSED AND ADOPTED on first reading this 25th day of February, 1997. PASSED AND ADOPTED on second reading this l lth day of March, 1997. Attest: CONCHITA H. ALVAREZ, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY RICI RD J. WEISS, VILLAGE ATTORNEY 2 R JOHN F. FESTA VILLAGE OF KEY BISCAYNE Office of the Village Clerk Village Council John F. Festa, Mayor Mortimer Fried, Vice Mayor Martha Fdez-Ledn Broucek Gregory C. Han Hugh T. O'Reilly Michele Padovan Betty Sime Village Clerk Conchita H. Alvarez CERTIFICATION STATE OF FLORIDA COUNTY OF DADE I, Conchita H. Alvarez, duly appointed Village Clerk of the Village of Key Biscayne, Florida, do hereby certify that the attached is a true and correct copy of: Ordinance No. 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 30th day of March , 1998. onchita H. Alvarez Village Clerk Village of Key Biscayne, Florida 85 West McIntyre Street • KeyBiscayne, Florida 33149 • (305) 365-5506 • Fax: (305) 365-8936 • Internet: http://vkb,key-biscayne.fl.us MISSION STATEMENT "TO PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT:' 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. OR JOHN F. FESTA GUIDO H. INGUANZO, JR., VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: roe J. W SS, LLAGE ATTORNEY -2- Office of the Village Clerk Village Council John F. Festa, Mayor Mortimer Fried, Vice Mayor Martha Fdez-Le6n Broucek Gregory C. Han Hugh T. O'Reilly Michele Padovan Betty Sime Village Clerk Conchita H. Alvarez CERTIFICATION STATE OF FLORIDA COUNTY OF DADE I, Conchita H. Alvarez, duly appointed Village Clerk of the Village of Key Biscayne, Florida, do hereby certify that the attached is a true and correct copy of: Ordinance No. 98-2 , adopted by the Village Council on March 10, 1998. IN WITNESS WHEREOF, I hereunto set my hand. and affix the Seal of the Village of Key Biscayne, Florida, this 30th day of March , 1998. Adc,a ocn hita H. Alvarez Village Clerk Village of Key Biscayne, Florida 85West McIntyre Street • KeyBiscayne, Florida 33149 • (305)365-5506 • Fax:(305)365-8936 • Internet: http://vkb.key-his ayne.if.us MISSION STATEMENT "TO PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT:' li ORDINANCE NO. 98-2 AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AUTHORIZING THE EXTENSION OF THE MATURITY DATE OF ITS STORMWATER UTILITY REVENUE BOND ANTICIPATION NOTES, SERIES 1995; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on March 28, 1995, the Village Council (the "Council") of the Village of Key Biscayne, Florida (the "Village") adopted Ordinance No. 95-3 (the "Ordinance") authorizing the issuance of $7,200,000 Village of Key Biscayne, Florida, Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 (the "Notes"), and on April 11, 1995, the Council adopted Resolution No. 95-11 setting forth the details of the Notes (the "Note Resolution"); and WHEREAS, on April 17, 1995, the Village issued the Notes, and the Notes were purchased by Key Biscayne Bank and Trust Company, now known as SunTrust Bank, Miami, N.A., and First Union National Bank of Florida {collectively, the "Bank"); and WHEREAS, on March 11, 1997, the Council adopted Ordinance No. 97-9 and Resolution No. 97-11 authorizing and setting forth the terms of an extension of the Notes for an additional 364 days; and WHEREAS, the Notes mature on March 31, 1998 and the Bank, as the sole holder of the Notes, has agreed to extend the term of the Notes an additional 364 days at an interest rate equal to eighty percent (80%) or less of the one year U.S. Treasury Note rate as of the redelivery date of the amended Notes; and WHEREAS, the Council hereby determines it to be in the best interests of the Village to extend the term of the Notes. NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; SECTION 1. AUTHORIZATION TO EXTEND NOTES. The Council hereby determines it to be in the best interests of the Village to extend the, term of the Notes for up to an additional 364 days and in an amount up to the entire $7,200,000 principal amount outstanding. The details of such extension, the principal amount to be renewed and the extension term shall be determined by this Council by supplemental resolution (which may be an amendment to the Note Resolution). SECTION 2. OTHER TERMS. All provisions of the Ordinance, as amended by Ordinance No_ 97-9, shall remain the same. SECTION 3 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 (including amended forms of Notes) and to do and cause to be done any and all acts and things necessary or proper for carrying out the actions contemplated by this Ordinance. SECTION 4. EFFECTIVE DATE. This Ordinance will become effective immediately upon adoption on second reading. PASSED AND ADOPTED on first reading this 24th day of February, 1998. PASSED AND ADOPTED on second reading this 10th day of March, 1998. AYOR JOHN F. FESTA ST: CONCHITA H. ALVAREZ, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: RICHARD J. WEISS, VILLAGE ATTORNEY Office of the Village Clerk Village Council John F. Festa, Mayor Mortimer Fried, Vice Mayor Martha Fdez-Leda Broucek Gregory C. Han Hugh T. O'Reilly Michele Padovan Betty Sime Village Clerk Conchita H, Alvarez CERTIFICATION STATE OF FLORIDA COUNTY OF DADE I, Conchita H. Alvarez, duly appointed Village Clerk of the Village of Key Biscayne, Florida, do hereby certify that the attached is a true and correct copy of: Resolution No. 98-6 , adopted by the Village Council on March 10, 1998. IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne, Florida, this 30th day of March 1998. cchita H. Alvarez Village Clerk Village of Key Biscayne, Florida 85 West McIntyre Street • Key Biscayne, Florida 33149 • (305)365-5506 • Fax:(305)365-8936 • Internet:http://vkb.key-biscayne.fLus MISSION STATEMENT '70 PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT." RESOLUTION NO. 98-6 A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA; AMENDING RESOLUTION NO. 95-11, TO EXTEND THE MATURITY DATE AND CHANGE THE INTEREST RATE ON THE BOND ANTICIPATION NOTES ISSUED PURSUANT THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on March 28, 1995, the Village Council (the "Council") of the Village of Key Biscayne, Florida (the "Village") adopted Ordinance No. 95-3 authorizing the issuance of $7,200,000 Village of Key Biscayne, Florida, Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 (the "Notes"), and on April 11, 1995, the Council adopted Resolution No. 95-11 setting forth the details of the Notes (the "Note Resolution"); and WHEREAS, on April 17, 1995, the Village issued the Notes, and the Notes were purchased by Key Biscayne Bank and Trust Company, now known as SunTrust Bank, Miami, N.A., and First Union National Bank of Florida (collectively, the "Bank"); and WHEREAS, on March 11, 1997, the Council adopted Ordinance No. 97-9 and Resolution No. 97-11 authorizing and setting forth the terms of an extension of the Notes for an additional 364 days (the "1997 Note Extension"); and WHEREAS, Resolution No. 97-11 amended Resolution 95-11 to provide for the 1997 Note Extension; and WHEREAS, the Notes mature on March 31, 1998 and the Bank, as the sole holder of the Notes, has agreed to extend the term of the Notes an additional 364 days at an interest rate equal to eighty percent (80%) or less of the one year U.S. Treasury Note rate as of the Redelivery Date (defined below); and WHEREAS, pursuant to an Ordinance passed and adopted on the date hereof, the Council has authorized the extension of the term of the Notes; and WHEREAS, the Council hereby determines it to be in the best interests of the Village to amend the Note Resolution and the Notes to extend the term of the Notes an additional 364 days and change the interest rate as above indicated. CT) NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF KEY BISCAYNE, FLORIDA AS FOLLOWS: Section 1. AMENDMENT OF RESOLUTION. The Note Resolution, as amended by Resolution No. 97-11, is hereby amended as follows: (a) The second (2nd) sentence of the second (2nd) paragraph of Section 2 of the Note Resolution is hereby amended to read as follows: The Notes shall mature on the date which is 364 days following the date on which the Notes are redelivered to the Bank pursuant to this amending Resolution (such date of redelivery being hereafter referred to as the "Redelivery Date"). (b) There is hereby added immediately following the end of the third (3rd) paragraph of Section 2 of the Note Resolution, the following: Notwithstanding the foregoing, from and after the Redelivery Date, the interest rate on the Notes shall be a per annum rate equal to seventy-seven percent (77%) or less of the one year U.S. Treasury Note rate as of the Redelivery Date. The actual numerical rate determined on the Redelivery Date shall be set forth in the amended Note. (c) The corresponding provisions to those set forth in (a) and (b), which appear in the Note form in Section 6 of the Resolution, are amended in the same manner. Section 2. AMENDMENT OF NOTES. The Notes shall be amended to correspond with the changes made in Section 1. Section 3. OTHER TERMS. All provisions of the Note Resolution and the Notes, other than those specifically amended hereby, shall remain the same. Section 4. AUTHORITY OF OFFICERS. The Mayor, the Vice Mayor, the Village Manager, the Acting 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 (including amended, forms of Notes) and to do and cause to be done any and all acts and things necessary or proper for carrying out the actions contemplated by this Resolution. Section 5. EFFECTIVE DATE. The provisions of this Resolution shall take effect upon delivery of the amended Notes to the Bank and acceptance thereof by the Bank. PASSED AND ADOP 1ED this 10th day of March, 1998. CONCHITA H. ALVAREZ, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: RICI3ARD J. WEISS, VILLAGE ATTORNEY k VILLAGE OF KEY BISCAYNE Office of the Village Clerk Village Council John F. Festa, Mayor Mortimer Fried, Vice Mayor Martha Fdez-Leen Broucek Gregory C. Han Hugh T. O'Reilly Michele Padovan Betty Sime Village Clerk Conchita H. Alvarez CERTIFICATION STATE OF FLORIDA COUNTY OF DADE I, Conchita H. Alvarez, duly appointed Village Clerk of the Village of Key Biscayne, Florida, do hereby certify that the attached is a true and correct copy of: Resolution No. 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 30th day of March 1998. ac,gleyee Conchita H. Alvarez Village Clerk Village of Key Biscayne, Florida 85 West McIntyre street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax: (305) 365-8936 • Internet: http://vkb,key-biscayneaus MISSION STATEMENT "TO PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT:' 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 "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 'Vila. 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 shalt 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 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. Adiustment 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. Adiustment of Interest Rate for partial Taxability. 3n 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 ( -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 chargefor 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 o.r 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 (State) with right of survivorship and not as tenants in common 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; 15 Mortgage Mortgage mortgage Federal (f) Securities of, or other interests in, any open-end or closed -end management type investment company or investment trust registered under the Investment Company Act of 1940, 15 U.S.C. ss. 80a-1 et seq., as amended from time to time, provided the portfolio of such investment company or investment trust is limited to United States 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 Rey 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 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 1$. 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 pledgedpledged 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. a JOHN F. FESTA ATTEST: /I 4 GUIDO H. INGIIANZO, JR., VILLAGE CLERK APPROVED AS TO LEGAL FORM AND SUFFICIENCY. V-14 LA RICHARD J. WEISS, VILLAGE ATTORNEY M/I0073D0/04T395 23 No. R-3 • UNITED STATES OF AMERICA STATE OF FLORIDA VILLAGE OF KEY BISCAYNE t STORMWATER UTILITY REVENUE BOND ANTICIPATIO*NOTE SERIES 1995 Registered Owner: SunTrust Bank, Miami, National Asso Principal Amount: Seven Million Two Hundred Thous. q "I of . s $7,200,010 KNOW ALL MEN BY THESE PRESENTS at the Viil. • e of Key Biscayne, Florida (the "Village"), for value received, hereby promises to pa to the Registered Owner shown above, or registered assigns, on March 30, 1999, from sources h einafter mentioned, the Principal Amount specified above. Subject to the rights of ri r prepayme described in this Note, this Note shall mature on March 30, 1999. This Note is issued undefauthority and in 11 compliance with the Constitution and laws of the State of Florida, includin particularly of Chapter 166, Florida Statutes, as amended, the Charter of the Village, Ord ance No. 95-3 duly adopted by Village Council of the Village on March 28, 1995, as amended Ornance No. 97-9 duly adopted on March 11, 1997 and as supplemented by inance o. 'e8-2. ly adopted on March 10, 1998 (collectively, the "Ordinance") and esolu on No. 9 - d adopted by the Village Council of the Village on April 11, 1995, as ame ded by esolution \ . 9 -11 duly adopted on March 11, 1997 and by Resolution No. 98-6 duly ad ted o March 10, 1 "` (collectively, the "Resolution", and collectively with the Ordinance, the "N to dinance"), and is subject to the terms of said Note Ordinance. This Note is issued for the p o expanding and improving the Stomiwater Utility System within the Village and paying costs i suance of the Notes. This Note shall be payable only from the sources identified herein and proceeds of revenue bonds in anticipation of which this Note is being issued (when, as and if s h bonds are issued). The Village intends to issue stormwater utility revenue bonds at or prior to e date of maturity of this Note, and the issuance of such bonds has b n authorized by the Village; such authorization, however, does not obligate the Village to issue s ch bonds o " su nds in any specific amount. ubject to adjus nt as provided below, this Note shall bear interest on the outstanding principal balance from it date of issuance payable semi-annually on the first day of each April and October, and on the turity date (the "Interest Payment Dates"), commencing October 1, 1995, at an interest rate equal to 4.89% per annum. JOc/B.NISC/1A1787/13524..001 Notwithstanding the foregoing, from and after April 1, 1997, the interest rate on this Note shall be 4.52% per annum, and from and after March 31, 1998 (the "Redelivery Date"), the interest rate on this Note shall be 4.32% 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 corporate 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 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 JDC/B.MISC/141787/13524.001 2 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 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 teiins of the Note Ordinance and the restrictions of Section 166.241(3), Florida Statutes, which ,oC/3.MISC/141787/13524.001 3 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 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: I. 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. J➢C/B.MiSC/141787/13524. 001 4 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 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, o exist and have been performed in due time, form and manner as required by the Constitution and tl\e laws of the State of Florida applicable thereto. IN WITNESS WHEREOF, the Village of Key Biscayne, Florida has caus this Dote to be executed by the manual or facsimile signature of its Mayor and of its Villa Clerk, d the Seal of the Village of Key Biscayne, Florida or a facsimile thereof to be affixe hereto or imprinted or reproduced hereon, all as of the 31st day of March, 1998. 1 VILLAGE OF KF IS YNE, FLORIDA 4/a/C6 ge Clerk [SEAL] J➢C/S.MISC/14r787/13524.001 5 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 CIF MIN ACT - (Cust.) Custodian for (Minor) TEN ENT - as tenants by under Uniform Gifts to Minors the entirety Act of IT 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. JDC/B ISC/141707/ 524.001 6 $7,200,000 UNITED STATES OF AMERICA STATE OF FLORIDA VILLAGE OF KEY BISCAYNE STORMWATER UTILITY REVENUE BOND ANTI SERIES 1995 Registered Owner SunTrust Bank, Miami, National Association Principal Amount:.Seven Million Two Hundred Thousan KNOW ALL MEN BY THESE PRESENT , that e Village of Key Biscayne, Florida (the "Village"), for value received, hereby pr ses to a to the Registered Owner shown above, or registered assigns, on March 31, fro the sources hereinafter mentioned, the Principal Amount specified above. Subject to the rights of r p7epayment described in this Note, this Note shall mature on March 31, 1998. This Note is issued under a thority of and in full compliance with the Constitution and laws of the State of Florida, including p cut ly Part II of Chapter 166, Florida Statutes, as amended, the Charter of the Village, Ordinanc N . 95-3 duly adopted by Village Council of the Village on March 28, 1995, as amende by Ordinance No. 97-9 duly adopted on March 11, 1997 (collectively, the "Ordinance") and solut n No. 95-11 duly adopted by the Village Council of the Village on April 11, 1995, as nd by esolution No. 97-11 duly adopted on March 11, 1997 (collectively, the "Resolution", and llec ' y with the Ordinance, the "Note Ordinance"), and is subject to the terms of sal to Or ce. This Note is issued for the purpose of expanding and improving the Stormwater till System within the Village and paying costs of issuance of the Notes. This Note shall be payable o from the sources identified herein and from proceeds of revenue bonds in anticipation of w ch ' Note is being issued (when, as and if such bonds are issued). The Village intends to issue ormwater utility revenue bonds at or prior to the date of maturity of this Note, and theissuance of ch bonds has been authorized by the Village; such authorization, however, does not obligate the V age 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 rincipal bal e from its date of issuance payable semi-annually on the first day of each April and ober, an on the maturity date (the "Interest Payment Dates"), commencing October 1, 1995, at teres ate equal to 4.89% per annum. Notwithstanding the foregoing,from and after April 1, 1997 (the "Redelivery Date"), the interest rate on this Note shall be 4.52% 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 therequisite 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)xCwhere: (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 corporate 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 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 2 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 Toss, 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 legalrepresentative 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 llI, 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 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, impart, 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 NO fh 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 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 andinterest 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 ofNotes, 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 of or prior to maturity, shall be delivered to the Village when such payment is made, and shall thereupon be cancelled. In case part, but not all of an outstanding Note shall be prepaid, such Note shall not be surrendered in exchange for a new Note. x50642:1 4 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 and have been performed in due time, form and manner as required by the Constitution and aw of the State of Florida applicable thereto. IN WITNESS WHEREOF, the Village of Key Biscayne, Florida has caused Note to be executed by the manual or facsimile signature of its Mayor and of its Village Clerk, e Seal of the Village of Key Biscayne, Florida or a facsimile thereof to be affixed hereto or t printed or reproduced hereon, all as of the 1st day of April, 1997. r VILLAGE OF KEY BIIC YID FLORIDA T6t31 1 / • Say 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 I NIF GIF MIN ACT Custodian for (Gust.) 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 incommon Additional abbreviations may also be used though not in the list above. (Minor) A:50642:1. (State) March 31, 1998 To: Village of Key Biscayne, Florida Re: 1998 Extension of $7,200,000 Village of Key Biscayne, Florida Stormwater Utility Revenue Bond, Anticipation Notes, Series 1995 Ladies and Gentlemen: The undersigned (the "Purchaser") is the holder of the Notes referenced above (the "Notes") and has agreed to continue holding the Notes for the extension term. 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. 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 SunTrustBank, Miami National Association, One S.E. Third Avenue, Miami, FL 33131-1704. The Village is proposing to extend the maturity date of the Notes for 364 days. The Notes were issued 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 364 days At an interest rate of 4.32%, total interest paid over the life of the extended Notes will be $311,040.00. The source of icpayment or security for the Notes is expected to be the proceeds of bonds in anticipation of which the Notes were issued and a covenant to budget and appropriate from legally available Non -Ad Valorem Revenues of the Village. Extending the Notes will result in $311,040.00 of general fund moneys not being available to finance the other services of the Village for 1 year. (e) (g) JOC/B.CLOSB/141021-2/13524.001 (h) The Purchaser understands that you require no other disclosures with respect to the Notes. JOC/B.CLOSE/141521-2/13524.001 Very truly yours, SUNTRUST BANK, MIAMI, NATIONAL ASSOCIATION 2 4e $ L,9c✓42,0 ADORNO & ZEDER A PROFESSIONAL ASSOCIATION 2601 SOUTH BAYSHORE DRIVE SUITE 1600 MIAMI, FLORIDA 33133 TELEPHONE (305) 858-5555 FACSIMILE (305) 858-4777 WORLD WIDE WEB hdp://WWW.adorno.coRI JEFFREY D. DECARLO WRITER'S DIRECT NO.: March 5, 1998 (305) 860-7276 FEDERAL EXPRESS State of Florida Division of Bond Finance State Board of Administration 1801 Hermitage Boulevard, Suite 100 Tallahassee, Florida 32308 Attention: Sharon Williams Re 1998 Extension of $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 to the Village of Key Biscayne, Florida (the "Village") in connection with the 1998 Extension of the referenced notes (the "Amended Notes") by the Village. The purpose of this letter is to inform you, as, required by Section 218.38, Florida Statutes, as ,amended, that the Amended Notes are expected to be sold pursuant to a negotiated sale on March 10, 1998. Closing on the Notes is expected to occur on or about March 31, 1998. We will send to you Form 2034/2004 when available. If you have any questions, please do not hesitate to contact the undersigned. .3DC/B.MISC/143921/13524.001 FORT LAUDERDALE Division of Bond Finance March 5, 1998 Page 2 Please execute the acknowledgment on the enclosed copy of this letter and return it to my attention in the envelope provided for your convenience. Very truly yours, Jeffrey D. DeCarlo JDC:11 Enclosure I Title: Date: J➢C/B.MISC/143931/13524.001 hereby acknowledge receipt of this letter_ v` NOM ADORNO 8c ZEDER A PROFESSIONAL ASSOCIATION INCUMBENCY CERTIFICATE Conchita H. Alvarez, 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 Michele Padovan Mortimer Fried Gregory C. Han Hugh T. O'Reilly Martha Fdez-Leon Broucek Betty Sime Beginning Date of Current Term November 12, 1996 November 15, 1994 November 12, 1996 November 12, 1996 November 15, 1994 November 16, 1997 March 17, 1992 Ending Date of Current Term November 10, 1998 November 10, 1998 November 13, 2000 November 13, 2000 November 10, 1998 November 13, 2000 November 10, 1998 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 Village Clerk Village Manager Village Attorney Nam John F. Festa Conchita H. Alvarez C. Samuel Kissinger Weiss Serota Helfman, Pastoriza & Guedes, P.A. IN WITNESS WHEREOF, I have hereunt Village this 31st day of March, 1998. JDC/B.LBGISL/141999/13524.001 Beginning Date of Curry nt Ternn November 12, 1996 October 14, 1996 March 2, 1992 October 29, 1991 Ending Date of CurrentTerm November 10, 1998 Discretion of Council Discretion of Council Discretion of Council my hand and affixed the official seal of the Village Clerk zdAbzia BRING -DOWN CERTIFICATE OF TAE VILLAGE Recitals On April 17, 1995, the Village of Key Biscayne, Florida (the "Village") issued its $7,200,000 Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 (the "Original Notes"). The Original Notes were issued pursuant to Ordinance No. 95-3 (the "Original Ordinance") duly adopted by the Village Council of the Village on March 28,1995 and Resolution No.95- 11 (the "Original Resolution"), duly adopted by the Village Council on April 11, 1995. The Original Ordinance was amended by Ordinance No. 97-9 adopted on March 11, 1997 (the "Amending Ordinance") and the Original Resolution was amended by Resolution No. 97-11 adopted on March 11, 1997 (the "Amending Resolution") to extend the term of the Original Notes for an additional 364 days. The Original Ordinance was supplemented by Ordinance No. 98-2 adopted on March 10, 1998 (the "1998 Ordinance") and the Original Resolution was further amended by Resolution No. 98.6 adopted on March 10, 1998 (the "1998 Resolution") to further extend the term of the Original Notes an additional 364 days. The Original Ordinance, the Amending Ordinance, the 1998 Ordinance, the Original Resolution, the Amending Resolution and the 1998 Resolution are hereinafter collectively referred to as the "Note Ordinance". The Original Notes, as amended to extend their term, are hereinafter collectively referred to as the "Amended Notes". In connection with the issuance of the Original Notes, the Village certified as to certain matters. Copies of such certifications (the "Original Note Closing Certificates") are contained in the transcript of proceedings related to the Original Notes. This Certificate is given for the purpose of updating the certifications given in the Original Note Closing Certificates. Certifications We, the undersigned, DO HEREBY CERTIFY as follows: 1. John F. Festa, Mayor of the Village, has executed the Amended Notes by his manual signature, and the Mayor was on the date his signature was placed on the Amended Notes and is now the duly elected, qualified and acting Mayor of the Village. 2. We have caused the official seal of the Village to be imprinted on the Amended Notes, and Conchita H. Alvarez, Village Clerk of the Village, caused such seal to be attested by her signature, and said Conchita H. Alvarez was on the date her signature was placed on the Amended Notes and is now the duly appointed, qualified and acting Village Clerk of the Village. 3. The seal which has been impressed on the Amended Notes and upon this cLitificate is the legally adopted, proper and only seal of the Village. JDC/B.CLJSE/141%79/13524.001 4. The Village Council duly adopted the 1998 Ordinance and the 1998 Resolution on March 10, 1998, and neither the 1998 Ordinance nor the 1998 Resolution has been modified or amended since the date of such adoption. Except as amended by the Amending Ordinance, the Original Ordinance has not been modified or amended since the date of its adoption and is in full force and effect. Except as amended by the Amending Resolution and the 1998 Resolution, the Original Resolution has not been modified or amended since the date of its adoption and is in full force and effect. 5. 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 Amended Notes. 6. 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 Amended Notes. 7. 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 or delivery of the Amended Notes, (b) questioning or affecting the validity of the Original Notes or the Amended Notes or the pledge by the Village of the Pledged Revenues to pay the principal of and interest on the Original Notes or the Amended Notes, as provided under the Note Ordinance, (c) questioning or affecting the validity of any proceedings for the authorization, sale, execution, issuance or delivery of the Original Notes or the Amended 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 Original Notes or the Amended Notes, nor do the undersigned have any knowledge that there is any basis therefor. 8. The execution, delivery, receipt and due performance of the Amended 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 31st day of March, 1998. Signature a JDC/B.CLOSB/141879/13524.001 Title of Office Mayor Village Clerk 2 Term of Office Expires November 10, 1998 Discretion of Village Council CERTIFICATE OF VILLAGE AS TO COMPUTATION OF INTEREST RATE IN COMPLIANCE WITH SECTION 215.B4(3), FLORIDA STATUTES The undersigned, Mayor of the Village of Key Biscayne, Florida hereby certifies that (i) the 1998 Extension of the Village's Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 (the "Amended Notes") are being reissued as a single registered Note maturing on March 30, 1999 in the aggregate principal amount of $7,200,000 on this date, (ii) such single Note bears interest at the rate of 4.32% per annum, (iii) as evidenced by the attached copy of a page of Bond Buyer published on February 27, 1998, the average net interest cost rate, computed in accordance with Section 215.84(3), Florida Statutes, by adding 300 basis points to 5.36% ("The Bond Buyer 20 Bond Index" published immediately preceding the first day of the calendar month in which the Amended Notes are sold) is 8.36%, and (iv) the interest rate on the Amended Notes equal to 4.32% does not exceed the average net interest cost rate equal to 8.36%. Dated as of the 31st day of March, 1998. John F. Festa, Mayor JDC/B.MISC/141880-2/13524.001 Frida y, February 27, 1998 MARKET STATISTICS Dollar am ounts are in m illions Daily Municipal Bond Index 40 Average Dollar Price Average Yield to Par Call Average Yield to Maturity Market Indicators Yesterday - Cha nge e High Date :, �' 123.15 -5/32 126-12 (1/14) .123.15 96. 18 -0.12 99.83 (1/14) 95.98 5.42 +0.01 5.43 (2/24) 5,11 5.24 +0.01 5.24 (2/24) ; 5.10 Current Day's 1898 1998 30 -Day Visible Supply ($mills) °e Total (Feb 27) $9,243.1 48195 $9,312. 4 ,(2/23) $2,727.1 Competitive $3,454.3 , =$88. 1 $5,757. 9 (2/18) 1,582.9 Negotiated $5,788.8 +$907. 5 $5,788. 8 (2/27) ; .1,144.1 S&P's Blue List Municipals (Feb 26) $1,730. 6 432.4 $1,730.6 (2/26) 591.7 (excluding zero - coupon bonds) The 30 -Day Visible Supply reflects the total dollar volume of bonds to be offered at competitive bidding and through negotiation Month to Date over the next 30days. It Includes issues scheduled for sale on the date listed along with anticipated offerings listed in that day's Year to Date "Competitive Bond Offerings" and 'Negotiated Bond Offeinngs,)ables: Date Weekly (2/24) Rates (2/ 9) Bond Buyer Revenue Bond Index (1/13) Bond Buyer 20 -Bond Index (1/13) Bond Buyer 11 -Bond Index Bond Buyer One Year Note Index .. Date New -Issue Sales ($ m ills) (1/2) . Long - Term Bonds, -7 ,-- ' (1/2) Negotiated Bonds 0/2) Competitive Bonds , . (1/12) Short -Term Notes Short -Term Tax -Exempt Yields Selected M IG -1 No tes • California Hans 41/2 s (June 98) Los Angeles Co Trans 41es (June 98) .. ....... ..... . New York City Rens 41/2s (June 98) Texas Trans 494s (Aug 98) ....... .. r " municipal Marke t Data W ra;'rr 'Commercial Paper (30 -Day) -One- Month Note (MIG-1) Three - Month Six -Month One•Year _ Feb25,1998 Feb 27, 1997 3. 46 3.51 3.51 349. 3.53 ._ 3.50:. Long -Term Bond Sales Current,. 212598." 5:36% 5. 14% 5.08% 3.56% +a.$6264M. 3,532 . 2,732.0 192 .5 T hu 2/27!98 $21,320 .3 $36,946.8 Previous 2/19/98 1998 High Compiled by Joan Lulkovich 1998 late. Low Date 5.29% 5.36% (2/26) 5.25% ( 1/15 5.07% 5.14% (2/26) 4,96% 1/15) 5.00%. 5.08% (2/28) 4 .89% (1/15) 3.53% 3.71% (1/7) 3.51% (2/11) aof2/1a98 lwl(ofanass wko1921/97 "It REVISED . REVISED 143973 $2,874.3 24094 `- 13,539.9 2,103.2 . 2,428.8 .tt. 849,4 663.9 185 .0 146 .0 398.5 71uu2/20/913 Thru 2/13/98 ThN 2121/97 $15,055 .7 $10,217 .5 $9,390 .1 $32,682 .2 $27,844.0 $20,798.6 U.S. SecuritiesPrices Prices as of 4 p,m. EDT . Source:GovPX Inc .'s Prophesy Treasury Pricing Treasury Bills tinpercenlofdiscount) , 3M-5/28/98 ,.. . Treasury Notes and Bonds (In pads and 32ds) r• ,4Y-451/2 due 2/00 r3Y-559k due 2/01.7 0 Yesterdays Bid/Offer 5 .-/195 ` 5.110/105 5,157/155 Yesterday's Bid/ORet 99.276/280 • sq .144146 Bld/Of/er 5.155/155 }, 5 .085!' 5.145/137;, i,. . • Pm Dpaeyy'a BldOfler 9940430+ 99.176180,. :YasfeMay's . ykid 5.336 5.312 5.427 YYaterday's Yield Ypltyne 5.567 5938 Total Volume 1,086 453 1,082 ARBITRAGE CERTIFICATE The undersigned is the Mayor 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 amended on the date hereof (the "Series 1995 Notes"). The undersigned is the official charged with others with responsibility for amending the Series 1995 Notes. 1. General (a) The Series 1995 Notes were originally 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) The Series 1995 Notes were originally issued for the purpose of providing funds to pay the costs of expanding and improving the Stormwater Utility System within the Village (the "Project"). All of the proceeds of the Series 1995 Notes and all amounts derived from the investment thereof have been fully expended to pay costs of the Project. (c) The Series 1995 Notes are being amended on the date hereof pursuant to Ordinance No. 98-2 adopted by the Village Council on March 10, 1998 and Resolution No. 98-6 adopted by the Village Council on March 10, 1998 to change the interest rate on the Series 1995 Notes and to extend the maturity of the Series 1995 Notes for 364 days. The Village has been advised by Bond Counsel that the amendment will cause the Series 1995 Notes to be treated as retired and reissued for federal income tax purposes. The reissued Notes are hereinafter referred to as the "Series 1998 Notes". (d) 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 §§ 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 1998 Notes will be used in any manner that would cause the Series 1998 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. JDC/B.C.OSE/141890-?/13524.001 2. 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 1998 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 1112 of annual debt service on the Series 1998 Notes). All amounts in the Note Fund will be expended to pay debt service on the Series 1998 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). (c) The Rebate Fund is not pledged to pay debt service on the Series 1998 Notes and will not be available if needed to pay such debt service. 3. 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) All of the proceeds of the Series 1995 Notes and all amounts derived from the investment thereof have been expended to pay costs of the Project. (c) Amounts in the Note Fund and any amounts in the Stormwater Utility Fund that are reasonably expected to pay principal or interest on the Series 1998 Notes (or notes or bonds issued to refund the Series 1998 Notes) will not be invested in taxable investments that produce a yield over the term of the Series 1998 Notes in excess of the yield on the Series 1998 Notes except to the extent that the aggregate amount so invested does not exceed $100,000. The preceding sentence shall not apply to amounts that are 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 principal or interest on the Series 1998 Notes (or notes or bonds issued to refund the Series 1998 Notes). (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 1998 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 1998 Notes to the extent necessary to preserve the federal income tax exemption of interest on the Series 1998 Notes. JDC/B.CLOSE/191690-2/13524.001 2 (e) The yield on the Series 1998 Notes for purposes of this Section 4 is 4.32%, 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 1998 Notes is $7,200,000 (the principal amount plus accrued interest). (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 and yield reduction payments may be taken into account to the extent permitted thereunder. 4. Miscell an eons (a) 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 1998 Notes contained in section 149(b)(2)(B) of the Code. (b) 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 1998 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 1998 Notes. (c) 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 1998 Notes that would cause the Series 1998 Notes to be "arbitrage bonds" within the meaning of section 148 of the Code. No portion of the proceeds of the Series 1998 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 A. (d) The Village has covenanted that neither the Village nor any person under the control or direction of the Village will make any use of the Project that would cause the Series 1998 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). J➢C/E.CLOSE/141890-2/13524.001 3 0 1998. IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 31st day of March, VILLAGE OF KEY BISCAYNE, FLORIDA By: _c aQ7&- f oohn F. Festa, Mayor UDC/B.CLOSE/141890-2/13524.001 EXHIBIT "4" 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 Series 1998 Notes comply with the arbitrage requirements of section 148 of the Code. 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 §§ 1.148-1 - 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 the date the last Series 1998 Note is discharged. "Gross Proceeds" means all amounts that are part of a sinking fund or reserve or replacement fund to the extent allocable to the Series 1998 Notes (including amounts referred to in Section 4(c) of the Arbitrage Certificate to which this document is attached). Such twin shall not include amounts that are part of a bona fide debt service fund for the Series. 1998 Notes. "Rebate Amount" means the rebate amount with respect to the Series 1998 Notes calculated as of the Calculation Date in the manner provided in 26 CFR §§ 1.148-1 - 1.148-11. 2. In General In order for interest on the Series 1998 Notes to be excluded from gross income, arbitrage profits earned from investing Gross Proceeds must be paid to the United States no later than 60 days after the Calculation Date. 3. Rebate Fund and Payment (a) If there are any Gross Proceeds, the Village shall calculate the Rebate Amount as of the Calculation Date no later than 50 days after the Calculation Date. (b) If the amount in the Rebate Fund is less than the Rebate Amount calculated as of the 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 Calculation Date. J➢C/E.CLOSE/141890-2/13524.001 A-1 (c) The Village shall pay the full amount, if any, required to be paid to the United States out of amounts in the Rebate Fund no later than 60 days after the Calculation Date. 4. Rebate Calculation (a) The Rebate Amount as of the Calculation Date is computed by future valuing certain investment receipts and payments at an interest rate equal to the yield on the Series 1998 Notes computed as of the Calculation Date. (b) The yield on the Series 1998 Notes is 4.32%, 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 1998 Notes, the issue price of the Series 1998 Notes is $7,200,000. (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 1998 Note 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. 5. Tnvestment Restrictions (a) No investment (other than a United States Treasury security of the State and Local Government Series) of Gross Proceeds shall be acquired for an amount in excess of its fair market value or sold or disposed of for an amount less than its fair market value. (b) The Village shall not enter into any investment contract to invest Gross Proceeds unless: (i) the Village makes a bona fide solicitation for an investment contract with specified material terms and receives at least 3 bona fide bids from different reasonably competitive providers of investment contracts that have no material financial interest in the Series 1998 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 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 lessthan 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. JOC/B.CLOSB/141890-2/13524.001 A-2 (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. 6. 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 1998 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 31st day of March, 1998. JOC/B.CLOSE/141890-2/13524.001 VILLAGE OF KEY BISCAYNE, FLORIDA By:/`1 S: ohn F. Festa, Mayor A-3 ADORNO $c ZEDER A PROFESSIONAL ASSOCIATION 2601 SOUTH BAVSHORE DRIVE SUITE 1600 MIAMI, FLORIDA 33133 TELEPHONE (305) 858-5555 FACSIMILE (305) 858-4777 WORLD WIDE WEB http://www.adofno.CORI JEFFREY D. DECARLO WRITER'S DIRECT NO.: Apri12, 1998 (305) 860-7276 CERTIFIED MAIL RETURN RECEIPT REQUESTED Internal Revenue Service Center Philadelphia, Pennsylvania 19255 Re: 1998 Extension of $7,200,000 Village of Key Biscayne, Florida Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 Gentlemen: Enclosed please find an originally executed IRS Form 8038-G, Information Return for Tax -Exempt Governmental Obligations, regarding the above -captioned Notes. Please file the enclosed form and return the enclosed copy of this letter reflecting your receipt of said form. If you have any questions or require additional information, please do not hesitate to contact me. Very truly yours, Jeffrey D. DeCarlo Enclosure JDC/E.NISC/140566/13524: 1301 DAos°11 INTERNAL REVENUE SERVICE FORT LAUDERDALE 0 Please Sign Here Font 8038-G (Rev. May 1995) Department of the Treasury Internal Revenue Service Information Return for Tax -Exempt Governmental Obligations ► Under Internal Revenue Code section 149(e) ► See separate Instructions. (Note: Use Form 8038 -GC if the issue price is under $100,000.) J Reporting Authority 1 Issuers name VILLAGE OF KEY BISCAYNE, FLORIDA 3 Number and street (or P.O. box if mail is not delivered to street address) 85 WEST MCINTYRE STREET 5 City, town, or post office, state, and ZIP code KEY BISCAYNE FL 33149 7 Name of issue Sormwater Utility Revenue Bond Anticipation Notes, Series 1995 1) ; l Type of Issue (check applicable box(es) and enter the issue price) 9 Education (attach schedule -see instructions) 10 0 Health and hospital (attach schedule -see instructions) 11 n Transportation 12 n Public safety 13 K❑ Environment (including sewage bonds) 14 ❑ Housing 15 0 Utilities 16 0 Other. Descnbe (see instructions) ► 17 If obligations are tax or other revenue anticipation bonds, check box 18 If obligations are in the form of a lease or installment sale, check box Description of Obligations OMB No. 1545-0720 If Amended Return, check here $1.- 2 Issuer's employer identification number 65-0291811 Room/suite 201 19 Final maturity .. 20 Entire issue .. . 21 22 23 24 25 26 27 28 29 30 31 32 33 Enter thedate(s) the refunded bonds were issued ►April 17, 1995 Miscellaneous 34 Enter the, amount of the state volume cap allocated to the issue under section 141(b)(5) 35 Enterthe anount of the bonds designated by the issuer under section 265(b)(3)(B)()(III) (small issuer exception) 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) b Enter the final maturity date of the guaranteed investment contract ..1110- 37 Pooled financings: a Proceedsof this issue that are to be used to make loans to other govern i,, rt4 units 37a -0 - 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 It. and the date of the; issue .. ► 38 tf the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ► 39 If the issuer has identified a hedge, check box ► n tinder penalties of perjury, I declare that I hate eamined this retum and accompanying schedules and statements, and to the best of my knowledge and belief, they are true, correct, and complete. (a) Maturity date 3/30/99 (b) Interest rate 4.32% (c) Issue price 7,200,000 (d) Stated redemption price at maturity 7,200,000 7,200,000 Qtr' Uses of Proceeds of Bond Issue Including underwriters' discount) Proceedsused for accrued interest Issue price of entire issue (enter amount from Gne 20, column (c)) Proceeds used for bond issuance costs (including underwriters' discount) Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior issues Proceeds used to advance refund prior issues Total (add fines 23 through 27) Nonrefunding proceeds of the issue (subtract line 28 from line 22 and ente amount here) Description of Refunded Bonds (Complete this part only for refunding bonds) Enter the remaining weighted average maturity of the bonds to be currently refunded ► Enter the remaining weighted average maturity of the bonds to be advance refunded.. .. . . Enter the last date` on which the refunded bonds will be called ► March 31, 1998 (e) Weighted average maturity 4 Report number G1998-1 6 Date of issue March 31, 1998 8 CUSIP number N/A 9 10 11 12 13 14 15 16 7,200,000 (f) Yield (0) Net interest cost 7,200,000 .997 years 23 24 25 26 27 7,200,000 21 .03 years 4.32 % 4.32% -0- 7,200,000 years 34 35 36a -0- - 0- - 0- Clad . 3/31/98 Signature of issuer's authorized re fesentative Date For Paperwork Reduction Act Notice, 6e page 1 of the Instructions. ► C. Samuel Kissinger, Village Manager Type or print name and title Form 8038-G (Rev. 5-95) ISA STF FED6403F ADORNO 8c ZEDER A PROFESSIONAL ASSOCIATION 2601 SOUTH BAYSHORE DRIVE SUITE 1600 MIAMI, FLORIDA 33133 TELEPHONE (305) 858-5555 FACSIMILE (305) 858-4777 WORLD WIDE WEB http: // W W W.ad0R10.COM C JEFFREY D. DCCARLO The Village Council of the Village of Key Biscayne, Florida March 31, 1998 SunTrust Bank, Miami, National Association Miami, Florida First Union National Bank of Florida Miami, Florida Re: 1998 Extension of $7,200,000 Village of Key Biscayne, Florida Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 Ladies and Gentlemen: WRITER'S DIRECT NO.' We 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 (the "Original Notes") issued and delivered on April 17, 1995. In such capacity, we rendered our approving legal opinion, dated April 17, 1995, with respect to the Original Notes (the "Approving Opinion"). The Original Notes were issued pursuant to Ordinance No. 95-3 (the "Original Ordinance") duly adopted by the Village Council of the Village on March 28,1995 and Resolution No. 95-11 (the "Original Resolution"), duly adopted by the Village Council on April 11, 1995. The Original Ordinance was amended by Ordinance No. 97-9 adopted on March 11, 1997 (the "Amending Ordinance") and supplemented by Ordinance No. 98-2 adopted on March 10, 1998 (the "1998 Ordinance"), and the Original Resolution was amended by Resolution No. 97-11 adopted on March 11, 1997 (the "Amending Resolution") and by Resolution No. 98-6 adopted on March 10, 1998 (the "1998 Resolution" and collectively with the Original Ordinance, the Original Resolution, the Amending Ordinance, the Amending Resolution and the 1998 Ordinance, the "Note Ordinance") to extend the term of the Original Notes for an additional 364 days (the Notes, as amended to extend their term, are hereinafter referred to as the "Amended Notes"). We have examined a certified copy of the Note Ordinance and such other documents and certifications as we have deemed necessary to render this opinion. In rendering this opinion, we have JDC/B.MISC/141695-2113524.001 FORT LAUDERDALE The Village Council of the Village of Key Biscayne SunTrust Bank, Miami, National Association First Union National Bank of Florida March 31, 1998 Page 2 relied upon such documents and certifications and upon the matters identified, and to the same extent specified, in the Approving Opinion. On the basis of the foregoing, we are of the opinion that, under existing law: 1. The Note Ordinance has been duly adopted by the Village and constitutes a valid and binding obligation of the Village, enforceable in accordance with its terms. 2. The Amended Notes have been duly authorized by the Village. The Amended 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 Note Ordinance, solely from the Pledged Revenues, as defined in the Note Ordinance. The Amended 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 Amended 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 Amended Notes constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Village, and the owners of the Amended Notes shall have no recourse to the taxing power of the Village. 3. The Original Notes are considered retired and reissued as a new obligation (i.e., as the Amended Notes) for federal income tax purposes. Under existing statutes, regulations, rulings and judicial decisions, interest on the Amended Notes is excluded from gross income for federal income tax purposes. Intereston the Amended Notes is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on corporations under the Internal Revenue Code of 1986, as amended (the "Code"). Ownership of the Amended 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 Amended Notes. 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 Amended Notes in order for interest on the Amended Notes to be excluded from gross income for federal income tax purposes. The failure to meet these requirements may cause interest on the Amended Notes to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Amended Notes. The Village has covenanted in the Note Ordinance to take the actions necessary to comply with such requirements. CDC/B.MISC/141895-2/13524.001 ADORNO 8c ZEDER A PROFESSIONAL ASSOCIATION The Village Council of the Village of Key Biscayne SunTrust Bank, Miami, National Association First Union National Bank of Florida March 31, 1998 Page 3 We are further of the opinion that the Amended 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 Bonds will be reduced by 20% under Section 291(a)(3) of the Code (rather than disallowed under Section 265(b) of the Code). 4. The Amended 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 Amended Notes and the enforceability of the Amended Notes and the Note 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, ADORNO & ZEDER, P.A. J➢C/B.MISC/141895-2/13524.001 d /' .1. ADORNO 8c ZEDER A PROFESSIONAL ASSOCIATION WEISS SEROTA HELFMAN PASTORIZA & GUEDES, P.A. ATTORNEYS AT LAW LILLIAN ARANGO DE LA HOZ* ROY J. BAROUET MITCHELL A. BIERMAN NINA L. BONISKE DANIEL H. COULTOFF EDWARD G. GUEDES STEPHEN J. HELF MAN JILL A. JARKESY* GILBERTO PASTORIZA ELLEN N. SAUL* GAIL D. SEROTA* JOSEPH H. SEROTA DANIEL A. WEISS* RICHARD JAY WEISS DAVID M. WOLPIN STEVEN W. ZELKOWITZ 2665 SOUTH BAYSHORE DRIVE SUITE 420 MIAMI, FLORIDA 33133 TELEPHONE (305) 854-0800 TELECOPIER (305) 854-2323 WWW.WSH-FLALAW.COM March 31, 1998 The Village Council of the Village of Key Biscayne, Florida Key Biscayne, Florida SunTrust Bank, Miami, National Association Miami, Florida First Union National Bank of Florida Miami, Florida BROWARD OFFICE B88 EAST LAS OLAS BOULEVARD SUITE 710 FORT LAUDERDALE, FLORIDA 33301 TELEPHONE (954)763-1189 PALM BEACH OFFICE 1872 SOUTHWEST 17TH STREET BOCA RATON, FLORIDA 33486 TELEPHONE (561) 392-8762 TELECOPIER (561) 392-7551 *OF COUNSEL Adorno & Zeder, P.A. Miami, Florida Re: 1998 Extension of $7,200,000.00 Village of Key Biscayne, Florida Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 Ladies and Gentlemen We acted as Village Attorney for the Village of Key Biscayne, Florida (the "Village") in connection with the issuance of the Village's $7,200,000.00 Stormwater Utility Revenue Bond Anticipation Notes, Series 1995 (the "Original Notes") issued and delivered on April 17, 1995. In such capacity, we rendered an opinion, dated April 17, 1995, with respect to the Original Notes (the "Prior Opinion"). The Original Notes were issued pursuant to Ordinance No. 95-3 (the "Original Ordinance") duly adopted by the Village Council of the Village on March 28, 1995 and Resolution No. 95-11 (the "Original Resolution"), duly adopted by the Village Council on April 11, 1995. The Original Ordinance was amended by Ordinance No. 97-9 adopted on March 11, 1997 (the "Amending Ordinance") and supplemented by Ordinance No. 98-2 adopted on March 10, 1998 (the "1998 Ordinance") and the Original Resolution was amended by Resolution No. 97-11, adopted on March 11, 1997 (the "Amending Resolution") and by Resolution No. 98-6 adopted on March 10, 1998 (the "1998 Resolution" and, collectively with the Original Ordinanrp, the Original Resolution, the Amending Ordinance, the Amending Resolution and the 1998 Ordinance, the "Note Ordinance") to The Village Council of the Village of Key Biscayne, Florida SunTrust Bank, Miami, National Association First Union National Bank of Florida Adorno & Zeder, P.A. March 31, 1998 Page 2 extend the term of the Original Notes for an additional 364 days (the Notes, as amended to extend their term, are hereinafter referred to as the "Amended Notes"). We have examined certified copies of the Note Ordinance, the Village Charter, as amended (the "Charter") and such other documents as we have deemed necessary to render this opinion. In rendering this opinion, we have relied upon such documents and upon the matters identified, and to the same extent specified, in the Prior Opinion. On the basis of the foregoing, we are of the opinion that: 1. The Note Ordinance has been duly adopted by the Village and 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. 2. The issuance and delivery of the Amended Notes and the adoption of the Note 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. 3. 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 Note Ordinance or adversely affect the validity of the Amended Notes or the security therefor. Respectfully submitted, Weiss Serota Heitman Pastoriza & Guedes, P.A. /cmb 103.001 By: WEISS SE1?OTA HELFMAN PASTORIZA & GUEDES, P.A. STATE OF FLORIDA DIVISION OF BOND FINANCE LOCAL BOND MONITORING SECTION This form represents an update and compilation of the BF2003, BF2004-A and BF2004-B forms. * Bond Information forms (BF2003) are required to be completed by local governments pursuant to Chapter 19A-1.003, Florida Administrative Code (F.A.C.). * Bond Disclosure forms BF2004-A (Competitive Sale) or BF2004-B (Negotiated Sale) are required to be filed with the Division within 120 days of the delivery of the issue pursuant to Sections 218.38(1)(b)1 and 218.38(1)(c)1, Florida Statutes (F.S.), respectively. * Final Official Statements, if prepared, are required to be submitted pursuant to Section 218.38(1), F.S.. * Please complete all items applicable to the issuer as provided by the Florida Statutes. * PURSUANT TO SECTION 218.369, F.S., ISSUERS OF BOND ANTICIPATION NOTES ARE EXEMPT FROM THESE FILING REQUIREMENTS. BF2003 BOND INFORMATION FORM PART 1. ISSUER INFORMATION 1. NAME OF GOVERNMENTAL UNIT: Village of Key Biscayne. Florida 2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER: 85 West McIntyre Street Suite 201 Key Biscayne,Fla. 33149 3. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: Dade Imo, 4. TYPE OF ISSUER. COUNTY X CITY _ AUTHORITY DISTRICT DEPENDENT SPECIAL DISTRICT SPECIFY OTHER PART IL BOND ISSUE INFORMATION 1. NAME OF BOND ISSUE: 1998 Fn ension of S7 200 000 ViIISg oQ _ff K y B ayD9 Florida Stormvrater Utility Re Bond Anticipation Notes Series 1995 2. AMOUNT ISSUED: $7.200.000 3. AMOUNT AUTHORIZED: $ 7 200.000 4. DATED DATE: March 31 1998 5. SALE DATE: March 10 1998 6. DELIVERY DATE: March 31 1998 INDEPENDENT SPECIAL 7. LEGAL AUTHORITY FOR ISSUANCE: FLORIDA STATUTES Chapter 166 SPECIAL ACTS OTHER 8. TYPE OF ISSUE: GENERAL OBLIGATION _ SPECIAL ASSESSMENT SPECIAL OBLIGATION _X_ REVENUE COP (CERTIFICATE OF PARTICIPATION) _ LEASE -PURCHASE BANK LOAN/LINE OF CREDIT 9. A. IS THIS A PRIVATE ACTIVITY BOND (PAB)? YES -_X_ NO B. 1. IF YES, DID THIS ISSUE RECEIVE A PAB ALLOCATION? YES NO 2. IF YES, AMOUNT OF ALLOCATION: $ 10. SPECIFIC REVENUE(S) PLEDGED: (1) PRIMARY Covenant to budget and anpropriate from legally available non -ad valoreum revenues (2) SECONDARY (3) OTHER(S) .IBC/B.CLOSE/146592/13524.001 .0", 11. A. PURPOSE(S) OF THE ISSUE: (1) PRIMARY (2) SECONDARY (3) OTHER(S) Renew and extend outstanding Notes of the Village B. IF PURPOSE IS REFUNDING, COMPLETE THE FOLLOWING: (1) FOR EACH ISSUE REFUNDED LIST: NAME OF ISSUE, DATED DATE, ORIGINAL PAR VALUE (PRINCIPAL AMOUNT) OF ISSUE, AND AMOUNT OF PAR VALUE (PRINCIPAL AMOUNT) REFUNDED. None (2) REFUNDED DEBT HAS BEEN: RETIRED OR _ DEFEASED (3) A. DID THE REFUNDING ISSUE CONTAIN NEW MONEY? YES _ NO B. IF YES, APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS 1S NEW MONEY? 12. TYPE OF SALE: _ COMPETITIVE BID NEGOTIATED _X_ NEGOTIATED PRIVATE PLACEMENT 13. BASIS OF INTEREST RATE CALCULATION, I.E., INTEREST RATE USED TO STRUCTURE THE BOND ISSUE: NET INTEREST COST RATE (NIC) % TRUE INTEREST COST RATE (TIC) CANADIAN INTEREST COST RATE (CIC) % ARBITRAGE YIELD (ARBI) SPECIFY OTHER: 14. INSURANCE/ENHANCEMENTS: AGIC _AMBAC CGIC CLIC FGIC FSA HUD MBIA NGM _ LOC(LETTER OF CREDIT) SPECIFY OTHER _X_ NOT INSURED 15. RATING(S)' MOODY'S _ S & P _ FITCH _ DUFF&PHELPS SPECIFY OTHER X NOT RATED 16. DEBT SERVICE SCHEDULE: ATTACH COMPLETE COPY OF SCHEDULE PROVIDING THE FOLLOWING INFORMATION: SEE EXHIBIT "B" ATTACHED MATURITY DATES (MO/DAY/YR): COUPON/INTEREST RATES: ANNUAL INTEREST PAYMENTS: PRINCIPAL (PAR VALUE) PAYMENTS: MANDATORY TERM AMORTIZATION: 17. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: Prepayable at any time at oar 3/30/99 4.32% $311,040.00 $7,200,000 on 3/30/99 None 18. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER. fiinTmst Rank Miami. National Association One S F Third Avenue Miami Florida 33131 .JDC/B.CLOSB/146592/13524.001 2 19. PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE. NO BOND COUNSEL _ NO FINANCIAL ADVISOR _ NO OTHER PROFESSIONALS BOND COUNSEL(S): Adornn & 7e.der P A 2601 South Bayshore Drive Suite 1600 Miami Florida 33133 FINANCIAL ADVISOR(S)/CONSULTANT(S): Dain Rauscher. 201 South Biscayne Blvd Suite 830 Miami Florida 33131 OTHER PROFESSIONALS: Weiss Sernta & Hellman P A 2665 South Bayshore Drive Suite 204 Miami Florida 33133 20. PAYING AGENT Village of Key Biscayne NO PAYING AGENT 21. REGISTRAR Village of Key Biscayne NO REGISTRAR 22. COMMENTS: tch PART 111. RESPONDENT INFORMATION FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT: Name and Title Jeffrey DeCarlo Esq Company Memo & 7pder P A Phone (305) 860-7276 INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If different from above): Name and Title Phone Company Date Report Submitted March 31 1998 BF2004-A and BF2004-B NOTE: THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLETED IN FULL FOR ALL BOND ISSUES EXCEPT THOSE SOLD PURSUANT TO SECTION 154 PART III; SECTIONS 159 PARTS II, III OR V; OR SECTION 243 PART II, FLORIDA STATUTES. 23. ANY FEE, BONUS, OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT, IN CONNECTION WITH THE BOND ISSUE, TO ANY PERSON NOT REGULARLY EMPLOYFD OR ENGAGED BY SUCH UNDERWRITER OR CONSULTANT: X NO FEE, BONUS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT (1) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: JDC/B.CL05E/146593/13534.001 3 (2) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (3) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: (4) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: 24. ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE, INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS: NO FEES PAID BY ISSUER (1) COMPANY NAME Adomo & Zeder P A SERVICE PROVIDED or FUNCTION SERVED: Bond Counsel (2) COMPANY NAME Hain Ranscher FEE PAID: $ 2 500 SERVICE PROVIDED or FUNCTION SERVED: Financial Advisor FEE PAID: $ 6 200 (3) COMPANY NAME Weiss Sernta Helfman Pastnri7a & fliedes P A FEE PAID: $ 600 SERVICE PROVIDED or FUNCTION SERVED: Village Attorney (4) COMPANY NAME FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED: PLEASE PROVIDE 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 C RDINATING THE ISSUANCE OF THE BONDS: NAME (Typed/Printed): C SAMUFL KISSINGER SIGNATURE: TITLE: VILLAGE MANAGFR DATE March 31 BF2004-B ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE 25. MANAGEMENT FEE CHARGED BY UNDERWRITER: OR PRIVATE PLACEMENT FEE: X NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE 26. UNDERWRITER'S EXPECTED GROSS SPREAD: NO GROSS SPREAD $ PER THOUSAND PAR VALUE. PER THOUSAND PAR VALUE. PART IV. RETURN THIS FORM AND THE FINAL Courier Deliveries: Division of Bond Finance State Board of Administration 1801 Hermitage Blvd., Suite 200 Tallahassee, FL 32308 Phone: 904/488-4782 FAX: 904/413-1315 JOC/B.CLOSE1146592/13524.001 OFFICIAL STATEMENT, IF ONE WAS PREPARED, TO: Mailing Address: Division of Bond Finance State Board of Administration P. O. Drawer 13300 Tallahassee, FL 32317-3300 REVISED Feb. 1996/bf0304/ 4