HomeMy Public PortalAbout$9,987,551.tif$9,987,551
VILLAGE OF KEY BISCAYNE, FLORIDA
CAPITAL IMPROVEMENT REVENUE BONDS,
SERIES 2002
November 27, 2002
111)C/013524.0006/M1070618_2}
November 27, 2002
$9,987,551
VILLAGE OF KEY BISCAYNE, FLORIDA
Capital Improvement Revenue Bonds, Series 2002
CLOSING INDEX
1 Certified copy of Ordinance No. 2002-11 authorizing the issuance of the Bonds.
2. Certified copy of Resolution No. 2002-48 authorizing the issuance of the Bonds.
3. Certified copy of Ordinance No. 2002-10 authorizing the project.
4. Certified copy of the Village Charter.
5. Specimen of Bond.
6. Bank's Agreement to Make Advances.
7 Initial Notice of Advance.
8. Copy of letter from SunTrust Bank (the "Bank"), dated November 26, 2002,
disclosing the information required by the provisions of Section 218.385, Florida
Statutes, as amended.
9. Copy of notice to the Division of Bond Finance of the impending sale of the
Bonds required by Section 218.38, Florida Statutes, as amended.
10. Incumbency Certificate.
11. Signature and No -Litigation Certificate.
12. Certificate of Purchaser.
13. Arbitrage Certificate.
14. I.RS. Form 8038-G.
15. Certificate regarding Compliance with Debt Cap.
16. Certificate of Village as to Computation of Interest Rate in Compliance with
Section 215.84(3), Florida Statutes.
{JDC/013524.0006/M 1070618_2 }
17. Bank's Receipt for the Bonds.
18. Opinion of Adorno & Yoss, P.A.
19. Opinion of Weiss Serota Helfman Pastoriza & Guedes, P.A., Village Attorney.
20. Division of Bond Finance Form 2003/2004.
{JDC/013524.0006/M 1070618_2} 2
VILLAGE OF KEY BISCAYNE
Office of the Village Clerk
Village Council
Joe I. Rasco, Mayor
Robert Oldakowski, Vice Mayor
Scott Bass
Martha Fdez-Leon Broucek
Alan H. Fein
Mortimer Fried
James L. Peters
Village Clerk
Conchita H. Alvarez, CMC
CERTIFICATION
STATE OF FLORIDA
COUNTY OF MIAMI-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 2002-11 adopted by the Village Council on second reading on October 22,
2002.
IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne,
Florida, this 26th day of November, 2002.
dhee
Alvarez, CMC
rk
Key Biscayne, Florida
85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax (305) 365-8914
MISSION STATEMEN I "10 PROVIDE A SAFE. QUALITY COMMUNIT Y ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT"
ORDINANCE NO. 2002-11
AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA AUTHORIZING THE ISSUANCE OF NOT
EXCEEDING $ 9,987,551 OF CAPITAL IMPROVEMENT
REVENUE BONDS OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA; PROVIDING FOR A SUPPLEMENTAL
RESOLUTION SETTING FORTH THE DETAILS OF SAID
BONDS; 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 $ 9,987,551 Capital Improvement
Revenue Bonds (the "Bonds") or bond anticipation notes (the "Notes") for the purpose of financing
a portion of the costs of construction and equipping of a community center, including a parking
garage and swimming pool, financing architectural, engineering, environmental, legal and other
planning costs related thereto, and paying costs of issuance of the Bonds or Notes; and
WHEREAS, the Council desires that the Bonds or Notes be secured by legally available non -
ad valorem revenues of the Village, as further specified by subsequent resolution of the Council.
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 Capital
Improvement Revenue Bonds (or Bond Anticipation Notes) of the Village, in an aggregate principal
amount not to exceed $ 9,987,551, in one or more series, for the purpose of financing a portion of
the costs of construction and equipping of a community center, including a parking garage and
swimming pool, financing architectural, engineering, environmental and other planning costs related
thereto, and paying costs of issuance of the Bonds or Notes. If Bonds are issued they shall be
designated "Village of Key Biscayne, Florida Capital Improvement Revenue Bonds" (with
appropriate series designation), 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 twenty (20) 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 Bonds, 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. If Notes are issued, they shall be designated "Village of Key Biscayne, Florida Capital
Improvement Revenue Bond Anticipation Notes"(with appropriate series designation), 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 (not including any renewals or extensions of the Notes), shall bear interest from
their dated date at a rate or rates not exceeding the maximum rate permitted by law at the time of
JDC/013524.0006/M 1057226_1
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. The supplemental resolution may be adopted, and the Bonds or Notes may
be issued, at any time after the effective date of this Ordinance.
Section 2. The V illage Manager and the Finance Director are hereby authorized to
negotiate with banks or other financial institutions for the purchase of the Bonds or Notes and with
respect to the terms of the Bonds or 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 Bonds or Notes.
Section 3.
reading.
AT
This Ordinance will become effective immediately upon adoption on second
PASSED AND ADOPTED on first reading this 8th day of October, 2002.
PASSED AND ADOPTED on second reading this 22nd day of October, 2002.
dher
HITA H. ALVAREZ, CMC, VILLAGE CLE
APPROVED AS T ORM AND LEGAL SUFFICI
1""
RICHARD J ' Y ' E .. S. VILLAGE ATTORNEY
J DC/013524.0006/M 1057226_1 2
MAYOR JOE I. RASCO
Village Council
Joe I. Rasco, Mayor
Robert Oldakowski, Vice Mayor
Scott Bass
Martha Fdez-Leon Broucek
Alan H. Fein
Mortimer Fried
James L. Peters
Village Clerk
Conchita H. Alvarez, CMC
VILLAGE OF KEY BISCAYNE
Office of the Village Clerk
CERTIFICATION
STATE OF FLORIDA
COUNTY OF MIAMI-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 2002-48 adopted by the Village Council on November 26, 2002.
IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne,
Florida, this 27th day of November, 2002.
.400
ad,ee
ita H. Alvarez, CMC
Clerk
e of Key Biscayne, Florida
85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax (305) 365-8914
MISSION STATEMENT "TO PROVIDE A SAFE, QUALI I COMMUNI"1 Y ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT"
RESOLUTION NO. 2002-48
A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA, AUTHORIZING THE ISSUANCE OF CAPITAL
IMPROVEMENT REVENUE BONDS, SERIES 2002, OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA, IN THE
AGGREGATE PRINCIPAL AMOUNT OF $9,987,551 FOR
THE PURPOSE OF FINANCING A PORTION OF THE
COSTS OF CONSTRUCTION AND EQUIPPING OF A
COMMUNITY CENTER, INCLUDING A PARKING GARAGE
AND SWIMMING POOL, FINANCING ARCHITECTURAL,
ENGINEERING, ENVIRONMENTAL, LEGAL AND OTHER
PLANNING COSTS RELATED THERETO, AND PAYING
COSTS OF ISSUANCE OF THE BONDS; AWARDING THE
SALE OF THE BONDS TO SUNTRUST BANK; PROVIDING
FOR SECURITY FOR THE BONDS; PROVIDING OTHER
PROVISIONS RELATING TO THE BONDS; MAKING
CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, on October 22, 2002, the Village Council (the "Council") of the Village of Key
Biscayne, Florida (the "Village") adopted Ordinance No. 2002-11 (the "Ordinance") authorizing the
issuance of not exceeding $9,987,551 Village of Key Biscayne, Florida Capital Improvement
Revenue Bonds, Series 2002 (the "Bonds"), for the purpose of financing a portion of the costs of
construction and equipping of a community center, including a parking garage and swimming pool,
financing architectural, engineering, environmental, legal and other planning costs related thereto,
and paying costs of issuance of the Bonds (the "Project"); and
WHEREAS, pursuant to the Ordinance, the Village has solicited proposals for the financing
of the Project; and
WHEREAS, the Council hereby determines to accept a commitment (the "Commitment")
from SunTrust Bank (the "Bank") to purchase the Bonds; and
WHEREAS, the Council desires to set forth the details of the Bonds in this Bond
Resolution;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA:
SECTION 1. AUTHORIZATION OF BONDS. Pursuant to the provisions of the Bond
Resolution and the Ordinance, capital improvement revenue bonds of the Village to be designated
"Village of Key Biscayne, Florida Capital Improvement Revenue Bonds, Series 2002" (the
M1070212_2 1
`Bonds"), are hereby authorized to be issued in an aggregate principal amount of $9,987,551 for the
purpose of financing a portion of the costs of construction and equipping of a community center,
including a parking garage and swimming pool, financing architectural, engineering, environmental,
legal and other planning costs related thereto, and paying costs of issuance of the Bonds.
SECTION 2. TERMS OF THE BONDS.
(a) General Provisions. The Bonds shall be issued in fully registered form
without coupons. The principal of and interest on the Bonds 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 Bonds ("Owners") or their legal representatives at the
addresses of the Owners as they appear on the registration books of the Village. Payments shall be
made in immediately available funds by no later than 2:00 p.m. on the date due, free and clear of any
defenses, set -offs, counterclaims, or withholdings or deductions for taxes.
The Bonds shall be dated the date of their issuance and delivery and shall be initially issued
as one Bond in the denomination of $9,987,551. The Bonds shall mature on November 1, 2022.
THE BONDS 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. .THE ISSUANCE OF
THE BONDS SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE
THE VILLAGE TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER
THEREFOR NOR SHALL THE BONDS CONSTITUTE A CHARGE, LIEN, OR
ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE VILLAGE,
AND THE HOLDERS OF THE BONDS SHALL HAVE NO RECOURSE TO THE POWER OF
TAXATION.
(b) Interest Rate. Subject to adjustment as provided below, the Bonds shall bear
interest on the outstanding principal balance from their date of issuance payable quarterly on the first
day of each February, May, August and November (the "Interest Payment Dates"), commencing
February 1, 2003, at an interest rate equal to 3.59% per annum to but not including November 1,
2012 (the "Initial Interest Rate Period"). Commencing on November 1, 2012 through the maturity
date of the Bonds (the "Second Interest Rate Period"), the interest rate shall be adjusted to a rate
equal to (A) the ten-year Federal Reserve interest rate swap rate (the "Index Rate"), plus 110 basis
points, divided by (B) 1.5054 (such divisor, however, being subject to adjustment if any of the events
specified in this Section (2)(b) (I) through (iv) occurs, so as to provide the Owners of the Bonds the
same after-tax yield they would otherwise have had in the absence of such occurrence) (the "New
Interest Rate"). The "Index Rate" is currently published at the website:
http://federalreserve.gov/releases/h 15/update.
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Interest on the Bonds shall be computed on the basis of a 360 -day year based on twelve 30 -
day months.
(I) Adjustment of Interest Rate For Full Taxability. In the event a
Determination of Taxability shall have occurred, the rate of interest on the Bonds
shall be increased to a rate per annum equal to 5.5286%, and in the event a
Determination of Taxability shall have occurred during the Second Interest Rate
Period, the rate of interest on the Bonds shall be increased to a rate per annum equal
to the New Interest Rate times 1.54 (the "Taxable Rate"), effective retroactively to
the date on which the interest payable on the Bonds is includable for federal income
tax purposes in the gross income of the Owners thereof. In addition, the Owners of
the Bonds or any former Owners of the Bonds, as appropriate, shall be paid an
amount equal to any additions to tax, interest and penalties, and any arrears in interest
that are required to be paid to the United States by the Owners or former Owners of
the Bonds as a result of such Determination of Taxability. All such additional
interest, additions to tax, penalties and interest shall be paid by the Village on the
next succeeding Interest Payment Date following the Determination of Taxability.
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 Bonds is includable for federal income tax
purposes in the gross income of the Owners thereof, which notice or notification is
not contested with the Internal Revenue Service by either the Village or any Owners
of the Bonds, or (ii) a determination by a court of competent jurisdiction that the
interest payable on the Bonds 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 Bonds is includable
for federal income tax purposes in the gross income of the Owners thereof, or (iv)
receipt by the Village of an opinion of bond counsel to the Village to the effect that
interest on the Bonds is includable for federal income tax purpose in the gross
income of the Owners thereof.
(ii) Adjustment of Interest Rate for Partial Taxability. In the event that
interest on the Bonds during any period becomes partially taxable as a result of a
Determination of Taxability applicable to less than all of the Bonds, then the interest
rate on the Bonds 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 Bonds (expressed as a
percentage); and
M1070212_2 3
(c) C equals the portion of the Bonds the interest on which has
become taxable as the result of such tax change (expressed as
a decimal).
In addition, the Owners of the Bonds or any former Owners of the Bonds, as
appropriate, shall be paid an amount equal to any additions to tax, interest and
penalties, and any arrears in interest that are required to be paid to the United States
by the Owners or former Owners of the Bonds as a result of such Determination of
Taxability. All such additional interest, additions to tax, penalties and interest shall
be paid by the Village on the next succeeding Interest Payment Date following the
Determination of Taxability.
(iii) 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 Bonds on a tax-exempt basis, shall be other than thirty-five
percent (35%), the interest rate on the Bonds that are bearing interest on a tax-exempt
basis shall be adjusted to the product obtained by multiplying the interest rate then
in effect on the Bonds 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.
(iv) Adjustment of Interest Rate for Other Changes Affecting After -Tax
Yield. So long as any portion of the principal amount of the Bonds 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 Bonds or causes a reduction in yield on the Bonds (other
than by reason of a change described above) to the Owners or any former Owners of
the Bonds, including without limitation the imposition of any excise tax or surcharge
thereon, or (b) if, as a result of action by any pubic 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 Bonds (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 Bonds) by reason of the ownership of the
Bonds, 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 determination of the after-tax yield calculation shall be
verified by a firm of certified public accountants regularly employed by the Bank (or
the current Owner of the Bonds) and acceptable to the Village, and such calculation,
in the absence of manifest error, shall be binding on the Village and the Owners.
M1070212 2
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(c) Prepayment Provisions.
(I) Mandatory Prepayment. The principal of the Bonds shall be subject
to mandatory prepayment in quarterly annual installments on each Interest Payment
Date, commencing August 1, 2004 (each a "Scheduled Due Date"). The schedule of
principal and interest payments due on each Scheduled Due Date shall be determined
on May 1, 2004, after the last Advance (as defined in Section 10(e) hereof) has been
made in accordance with Section 10(a) hereof. The schedule shall be determined
based upon an eighteen and one-half (18.5) year amortization schedule of
substantially level payments of principal and interest, with payments of principal and
interest sufficient to fully amortize so much of the principal amount of the Bonds as
has been Advanced hereunder, with the final payment due and payable on November
1, 2022.
In the event that there is more than one Owner of the Bonds, (A) the Village
shall determine the amount of each Bond to be redeemed, and (B) the Village shall
give notice to each Owner of the Bonds at least three (3) days prior to the date of
mandatory redemption of the amount of each Bond to be redeemed.
(ii) Optional Prepayment. The Bonds are subject to optional prepayment,
upon thirty (30) days written notice to the Bank, in whole or in part at any time at par,
plus accrued interest to the date of prepayment.
SECTION 3. EXECUTION OF BONDS. The Bonds shall be signed in the name of the
Village by the Mayor or Vice Mayor (or, in their absence, any other member of the Village Council)
and the Village Clerk, and its seal shall be affixed thereto or imprinted or reproduced thereon. The
signatures of the Mayor or Vice Mayor (or, in their absence, any other member of the Village
Council) and Village Clerk on the Bonds may be manual or facsimile signatures, provided that the
signature of one of such officers shall be a manual signature. In case any one or more of the officers
who shall have signed or sealed any of the Bonds shall cease to be such officer of the Village before
the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may
nevertheless be sold -and delivered as herein provided and may be issued as if the person who signed
and sealed such Bonds had not ceased to hold such office. Any Bonds may be signed and sealed on
behalf of the Village by such person as at the actual time of the execution of such Bonds shall hold
the proper office, although at the date of such Bonds 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 Bonds and for the
registration of transfers of Bonds. Bonds 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 Bonds in form satisfactory to the Village and with
M1070212_2
5
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. Bonds may be exchanged for one or more Bonds 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 Bonds are transferred or exchanged in accordance with this Section, the
Village shall execute and deliver Bonds in accordance with the provisions of this Resolution. All
Bonds 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 Bonds, 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 Bonds
for a period of 15 days next preceding an Interest Payment Date on such Bonds.
All Bonds, the principal and interest of which has been fully 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 a portion but not all of an outstanding Bond shall be prepaid, such Bond shall not be
surrendered in exchange for a new Bond, but the Village shall make a notation indicating the
remaining outstanding principal of the Bonds upon the registration books. The Bond 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. BONDS MUTILATED, DESTROYED. STOLEN OR LOST. In case any
Bond shall become mutilated or be destroyed, stolen or lost, the Village may in its discretion issue
and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in the case
of a mutilated Bond, in exchange and substitution for such mutilated Bond upon surrender of such
mutilated Bond or in the case of a destroyed, stolen or lost Bond in lieu of and substitution for the
Bond 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
M1070212 2
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as the Village may incur. The Village shall cancel all mutilated Bonds that are surrendered. If any
mutilated, destroyed, lost or stolen Bond shall have matured or be about to mature, instead of issuing
a substitute Bond, the Village may pay the principal of and interest on such Bond upon the Owner
complying with the requirements of this paragraph.
Any such duplicate Bonds issued pursuant to this section shall constitute original, additional
contractual obligations of the Village whether or not the lost, stolen or destroyed Bonds be at any
time found by anyone, and such duplicate Bonds 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 Bonds issued hereunder.
SECTION 6. FORM OF BONDS. The text of the Bonds shall be of substantially the tenor
set forth in Exhibit "A" hereto, with such omissions, insertions and variations as may be necessary
and desirable and authorized or permitted by this Resolution.
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 (as defined in this Section) lawfully available in each fiscal year, amounts
sufficient to pay the principal and interest due on the Bonds 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 (I) Public Service Taxes authorized
by Part III, Chapter 166, Florida Statutes, and received by the Village pursuant to Section 25-50 et
seq. of the Village Code and (ii) Stormwater Utility Fees as defined by Section 403.0893(3), Florida
Statutes, and imposed pursuant to Ordinance No. 93-11 adopted by the Village Council on June 22,
1993 (as amended by Ordinance No. 93-11-A); but only after provision has been made by the Village
for the payment of all essential or legally mandated services not otherwise provided for by ad
valorem taxes. 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 R evenues, n or d oes i t r equire t he V illage t o t evy and c ollect any p articular N on -Ad
Valorem Revenues, nor does it give the Bondholders 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
M1070212_2
7
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, t o the p ayment o f s ervices 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.
SECTION 8. BOND FUND. There is hereby created a fund entitled "Village of Key
Biscayne, F lorida C apital Improvement R evenue B onds, S eries 2 002 B and Fund" ( the "Bond
Fund"). There shall be deposited into the Bond 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
Bonds on each Interest Payment Date. Moneys in the Bond Fund shall be applied on each Interest
Payment Date to the payment of principal of and interest on the Bonds coming due on each such
date.
SECTION 9. INVESTMENT OF BOND FUND. Subject to Section 12 hereof, funds in the
Bond 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 Bonds, 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;
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(e) Obligations of the Federal National Mortgage Association, including Federal
National Mortgage Association participation certificates and mortgage pass -through
certificates guaranteed by the Federal National Mortgage Association;
(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, are permitted by the duly approved investment policy of the Village and as to which
the Bank has not objected in writing.
SECTION 10. ADVANCES AND APPLICATION OF BOND PROCEEDS.
(a) The proceeds of the Bonds shall be disbursed by the Bank by making
Advances (as defined below) from time to time in an aggregate principal amount not
exceeding $9,987,551, provided that no Advance shall be made after May 1, 2004.
(b) The Village may request an Advance by delivering to the Bank at least one
Business Day (as defined below) prior to the date on which the Advance is requested to be
funded a written request signed by either the Mayor, the Village Manager or the Finance
Director of the Village (each such request, a "Notice of Advance") (I) specifying the
Business Day on which the funding of the Advance is requested; (ii) specifying the amount
of the Advance requested; (iii) stating that to the best of the signer's knowledge, no event of
default under the Resolution has occurred and is continuing (which has not been cured or
waived) and no event which, with the giving of notice or the passage of time or both would
constitute an event of default, has occurred and is continuing.
(c) Upon receipt of a Notice of Advance, the Bank shall fund the Advance
requested prior to 11:00 a.m. on the later of the succeeding Business Day or the date such
Advance is requested to be funded. On the date the Advance is to be funded, the Bank shall
make available the amount of the Advance requested in immediately available funds.
(d) A Notice of Advance may be revoked by the Village upon delivery of a
written notice delivered to the Bank not later than 9:00 a.m. on the date the proposed
Advance is to be funded.
(e) For purposes of this Section 10, "Advance" shall mean an advance of the
Bond proceeds by the Bank to the Village, and "Business Day" shall mean any date other
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than a Saturday, Sunday or other day on which the Bank is lawfully closed.
(0 Sufficient proceeds received frorri the first Advance on the date of issuance
of the Bonds shall be applied to pay costs of issuance of the Bonds. All other proceeds
received from the first Advance, as well as proceeds received from all subsequent Advances,
shall be deposited in the "Village of Key Biscayne Capital Improvement Revenue Bonds,
Series 2002 Project Fund" (the "Project Fund"), hereby created, and used only in connection
with the Project.
(g) 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 Bond 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 Bond Fund and used to
pay interest on the Bonds until completion of the Project. Subject to Section 12 hereof, after
the completion of the Project, any remaining balance of proceeds of the Bonds shall be
deposited into the Bond Fund and used solely to pay principal of the Bonds.
(h) The Project Fund 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 Bonds for the payment of the principal of and
interest on the Bonds.
.(I) The registered Owners shall have no responsibility for the use of the proceeds
of the Bonds, and the use of such Bond 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
Bonds 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 Bonds notwithstanding any
failure of the Village to use and apply such Bond 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 herein, 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 Bond 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.
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SECTION 12. INVESTMENTS AND USE OF PROCEEDS TO COMPLY WITH
INTERNAL REVENUE CODE OF 1986. The Village covenants to the Owners of the Bonds 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 Bonds, and shall refrain from
taking any actions that would cause interest on the Bonds 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 Bonds which would cause such Bonds 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 Bonds.
SECTION 13. DESIGNATION UNDER SECTION 265(b)(3) OF THE CODE. The Village
hereby designates the Bonds as qualified tax-exempt obligations under Section 265(b)(3)(B) of the
Code, and shall make all necessary filings in order to effectuate such election. The Village represents
that neither the Village nor any subordinate entities or entities issuing tax-exempt obligations on
behalf of the Village within the meaning of Section 265(b)(3) of the Code have issued tax-exempt
obligations during calendar year 2002 and neither the Village nor any such entities expect to issue
tax-exempt obligations during calendar year 2002, other than the Bonds.
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 Capital
Improvement Revenue Bonds, Series 2002 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 Bonds (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 Bonds 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 Bonds and/or (ii) compliance with some other requirement
is necessary to maintain the federal income tax exemption of interest on the Bonds.
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SECTION 15. SPECIAL COVENANTS.
(a) The Village shall, within one hundred eighty (180) days of the end of each
fiscal year of the Village, deliver to the Bondholders a copy of the annual audited financial
statements of the Village. Within thirty (30) days of its final adoption, the Village shall
deliver to the Bondholders a copy of the operating budget for each upcoming fiscal year of
the Village.
(b) (I) The Village hereby covenants that, so long as the Bonds are
outstanding, it shall maintain a Debt Service Coverage Ratio (hereinafter defined)
equal to 1.25 to 1.
(ii) The Village shall be permitted to issue additional Debt secured in the
same manner as the Bonds (as specified in Section 7 hereof), so long as on the date
of issuance of such additional Debt the Debt Service Coverage Ratio for the current
fiscal year of the Village is at least 1.25 to 1.
(iii) 'Debt Service Coverage Ratio" shall mean the ratio of (a) all Non -Ad
Valorem Revenues (as defined in Section 7 hereof) of the Village in the current fiscal
year of the Village plus any available cash balance in the General Fund, to (b) the
Debt Service coming due on the Bonds and all other Debt of the Village secured in
the same manner as the Bonds (as specified in Section 7 hereof), plus, for purposes
of the calculation in (ii) above only, the additional Debt.
(c) The total Debt of the Village, including amounts authorized but still not
drawn down under existing loan agreements and other contractual arrangements with banks
and other financial institutions, underwriters, brokers and/or intermediaries, shall not exceed
the greater of:
(I) one percent (1%) of the total assessed value of all property within the
Village, as certified by the Miami -Dade County Property Appraiser for the current
fiscal year; or
(ii) that amount which would cause annual Debt Service to equal fifteen
percent (15%) of General Fund expenditures for the previous fiscal year.
(d) As used i n t his S ection 15, the following t erms s hall h ave the m eaning
ascribed to them in this subsection:
(I) "Debt" shall mean any obligation of the Village to repay borrowed
money however evidenced since the date of its incorporation regardless of tenor or
term for which it was originally contracted or subsequently converted through
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refinancing or novation, except (A) any obligation required to be repaid in less than
a year and which was incurred solely for emergency relief of natural disasters, or (B)
that portion of any obligations for operations which are financed and operated in an
independent, self-liquidating manner and recovered entirely through currently
collected user fees and charges.
(ii) "Debt Service" shall include, without limitation thereto, scheduled
interest payments, repayments of principal and all financial fees arising from Debt
or from the underlying contractual obligations, whether as originally incurred or
subsequently deferred or otherwise renegotiated.
(iii) "General Fund" shall mean any and all revenues of the Village, from
whatever source derived, except those revenues derived from special assessments,
user fees and charges and designated as a separate fund to finance goods and services
to the public.
SECTION 16. COVENANTS BINDING ON VILLAGE AND SUCCESSOR All covenants,
stipulations, obligations and agreements of the Village contained in this Resolution constitute a
contract between the Village and the Owners of the Bonds and 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 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
Bonds shall be liable personally on the Bonds 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 or amortization installments of any of the Bonds
shall not be made when the same shall become due and payable; or
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(b) payment of any installment of interest on any of the Bonds 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 Bonds or in this Resolution (except for
a default described in subsection (a) or (b) of this Section) on the part of the Village to be
performed, and such default shall continue for sixty (60) days after written notice specifying
such default and requiring same to be remedied shall have been given to the Village by any
Owner of any Bond; 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, in the sole judgment
of the Bondholders, is proceeding diligently with action to correct such default; or
(d) any proceeding shall be instituted with or without the consent of the Village
under federal bankruptcy laws or other federal or state laws affecting creditors' rights or any
proceeding shall otherwise be instituted for the purpose of effecting a composition between
the Village and its creditors or for the purpose of adjusting the claims of such creditors
pursuant to any federal or state statute now or hereafter enacted and any such proceeding
shall not have been dismissed with prejudice within thirty (30) days after the institution of
the same.
SECTION 18. REMEDIES: RIGHTS OF BONDHOLDERS. Upon the occurrence and
continuance of any event of default specified in Section. 17 hereof, the Owners of the Bonds may
pursue any available remedy by suit, at law or in equity to enforce the payment of the principal of
and interest on the Bonds 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 Bonds.
SECTION 19. DEFEASANCE.
(a) The covenants, liens and pledges entered into, created or imposed pursuant to this
Resolution may be fully discharged and satisfied with respect to the Bonds in any one or more of the
following ways.
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(I) by paying the principal of, prepayment premium, if any, and interest on the
Bonds when the same shall become due and payable; or
(ii) by depositing with an escrow agent certain moneys irrevocably pledged to the
payment of the Bonds, 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, prepayment premium, if any, and interest due and to become due on said Bonds
on or prior to the prepayment date or maturity date thereof; or
(iii) by depositing with an escrow agent moneys irrevocably pledged to the
payment of the Bonds, which together with other moneys lawfully available therefor, when
invested by the escrow agent in direct obligations of 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, prepayment premium, if any, and interest due and to become due on said Bonds
on or prior to the prepayment 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 Bonds shall be deemed to be paid and shall no longer be deemed to be
Outstanding for the purposes of this Resolution and the covenants of the Village hereunder and all
liability of the Village with respect to said Bonds 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 Bonds 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 Bonds are not by
their terms subject to redemption with 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 Bonds
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 Bonds 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 Bonds.
(b) Notwithstanding the foregoing, all references to the discharge and satisfaction of
Bonds shall include the discharge and satisfaction of any portion of the Bonds.
(c) 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 Bonds 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 Bonds or otherwise existing under this Resolution.
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(d) Notwithstanding any of the foregoing, the requirements of Section 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 Bonds
or any portion thereof.
SECTION 20. SALE OF BONDS. Based upon the uncertainty of the interest rate
environment if sale of the Bonds is delayed, the Village hereby determines the necessity for a
negotiated sale of the Bonds. The Village has been provided all applicable disclosure information
required by Section 218.385, Florida Statutes. The negotiated sale of the Bonds is hereby approved
to the Bank at a purchase price of par.
SECTION 21. AUTHORITY OF OFFICERS. The Mayor, the Vice Mayor, any member of
the Council, 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 Bonds 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 Bonds,
but this Resolution and the Bonds shall be construed and enforced as if such illegal or invalid
provision had not been contained therein. The Bonds 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 Bonds 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 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 Bonds were taken in an open
meeting o f t he 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.
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SECTION 26. EFFECTIVE DATE. This Resolution shall take effect immediately upon its
passage and adoption.
PASSED AND ADOPTED this 26th day of November, 2002.
/(/(xiet<1(4 L:
MAYOR ROBERT OLDAKOWSKI
A
ITA H. ALVAREZ, CMC, VILLAGE CL
APPROVED AS TO LEGAL FORM AND SUFFICIE
ef P)A)
r"
RICHARD JAY WEISS, VILLAGE ATTORNEY
M1070212 2
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EXHIBIT "A"
No. R $
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE
CAPITAL IMPROVEMENT REVENUE BONDS
SERIES 2002
Registered Owner:
Principal Amount: The lesser of (1) $9,987,551 or (ii) the Advances made under the Resolution
(as hereinafter defined)
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 (the `Bank"), from the sources hereinafter mentioned, the Principal Amount
specified above or so much thereof as has been advanced and is outstanding. Subject to the rights
of prior prepayment and redemption described in the Bond, the Bond shall mature on November 1,
2022. Payments due hereunder shall be made no later than 2:00 p.m. on the date due, free and clear
of any defenses, set -offs, counterclaims, or withholding or deductions for taxes.
This Bond is issued under authority of and in full compliance with the Constitution and laws
of the State of Florida, including particularly Part H of Chapter 166, Florida Statutes, as amended,
the Charter of the Village, Ordinance No. 2002-11 duly adopted by the Village Council of the
Village on October 22, 2002 (the "Ordinance") and Resolution No. 2002- adopted on
November 26, 2002 (the "Resolution", and collectively with the Ordinance, the "Bond Ordinance"),
and is subject to the terms of said Bond Ordinance. This Bond is issued for the purpose of financing
a portion of the costs of construction and equipping of a community center, including a parking
garage and swimming pool, financing architectural, engineering, environmental, legal and other
planning costs related thereto, and paying costs of issuance of the Bonds. This Bond shall be payable
only from the sources identified herein.
Subject to adjustment as provided below, this Bond shall bear interest on the outstanding
principal balance from its date of issuance payable quarterly on the first day of each February, May,
August and November (the "Interest Payment Dates"), commencing February 1, 2003, at an interest
rate equal to 3.59% per annum to but not including November 1, 2012. Commencing on November
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1, 2012 through the maturity date of the Bonds (the "Second Interest Rate Period"), the interest rate
shall be adjusted to a rate equal to (A) the ten-year Federal Reserve interest rate swap rate (the
"Index Rate"), plus 110 basis points, divided by (B) 1.5054 (such divisor, however, being subject
to adjustment if any of the events specified below, providing for adjustments to interest rates, occurs,
so as to provide the Owners of the Bonds the same after-tax yield they would otherwise have had in
the absence of such occurrence) (the "New Interest Rate"). The "Index Rate" is currently published
at the website: http://federalreserve.gov/releases/h15/update.
Interest on this Bond shall be computed on the basis of a 360 -day year based on twelve 30 -
day months.
Adjustment of Interest Rate For Full Taxability. In the event a Determination of Taxability
shall have occurred during the Initial Interest Rate Period, the rate of interest on the Bonds shall be
increased to a rate per annum equal to 5.5286%, and in the event a Determination of Taxability shall
have occurred during the Second Interest Rate Period, the rate of interest on the Bonds shall be
increased to a rate per annum equal to the New Interest Rate times 1.54 (the "Taxable Rate"),
effective retroactively to the date on which the interest payable on the Bonds is includable for federal
income tax purposes in the gross income of the Owners thereof. In addition, the Owners of the
Bonds or any former Owners of the Bonds, as appropriate, shall be paid an amount equal to any
additions to tax, interest and penalties, and any arrears in interest that are required to be paid to the
United States by the Owners or former Owners of the Bonds as a result of such Determination of
Taxability. All such additional interest, additions to tax, penalties and interest shall be paid by the
Village on the next succeeding Interest Payment Date following the Determination of Taxability. 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 Bonds is includable for federal income tax purposes in the gross income of the
Owners thereof, which notice or notification is not contested with the Internal Revenue Service by
either the Village or any Owners of the Bonds, or (ii) a determination by a court of competent
jurisdiction that the interest payable on the Bonds 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 Bonds is includable for federal income tax purposes in the gross
income of the Owners thereof, or (iv) receipt by the Village of an opinion of bond counsel to the
Village to the effect that interest on the Bonds is includable for federal income tax purpose in the
gross income of the Owners thereof.
Adjustment of Interest Rate for Partial Taxability. In the event that interest on the Bonds
during any period becomes partially taxable as a result of a Determination of Taxability applicable
to less than all of the Bonds, then the interest rate on the Bonds 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);
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(b) B equals the interest rate on the Bonds (expressed as a percentage); and
(c) C equals the portion of the Bonds the interest on which has become taxable
as the result of such tax change (expressed as a decimal).
In addition, the Owners of the Bonds or any former Owners of the Bonds, as appropriate,
shall be paid an amount equal to any additions to tax, interest and penalties, and any arrears in
interest that are required to be paid to the United States by the Owners or former Owners of the
Bonds as a result of such Determination of Taxability. All such additional interest, additions to tax,
penalties and interest shall be paid by the Village on the next succeeding Interest Payment Date
following the Determination of Taxability.
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 Bonds on a tax-exempt basis, shall be
other than thirty-five percent (35%), the interest rate on the Bonds that are bearing interest on a tax-
exempt basis shall be adjusted to the product obtained by multiplying the interest rate then in effect
on the Bonds 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 Bonds 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 Bonds or causes a reduction in yield on the
Bonds (other than by reason of a change described above) to the Owners or any former Owners of
the Bonds, including without limitation the imposition of any excise tax or surcharge thereon, or (b)
if, as a result of action by any pubic 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 Bonds (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 Bonds) by reason of the
ownership of the Bonds, 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
determination of the after-tax yield calculation shall be verified by a firm of certified public
accountants regularly employed by the Bank (or the current Owner of the Bonds) and acceptable to
the Village, and such calculation, in the absence of manifest error, shall be binding on the Village
and the Owners.
The principal of this Bond shall be subject to mandatory prepayment in quarterly installments
on each Interest Payment Date, commencing August 1, 2004 (each a "Scheduled Due Date"). The
schedule of principal and interest payments due on each Scheduled Due Date shall be determined
on May 1, 2004, after the last Advance (as defined in Section 10(e) of the Resolution) has been made
M1070212 2
3
in accordance with Section 10(a) of the Resolution. The schedule shall be determined based on an
eighteen and one-half (18.5) year amortization schedule of substantially level payment of principal
and interest, with payments of principal and interest sufficient to fully amortize so much of the
principal amount of the Bonds as has been Advanced hereunder, with the final payment due and
payable on November 1, 2022.
In the event that there is more than one Owner of the Bonds, (I) the Village shall determine
the amount of each Bond to be redeemed, and (ii) the Village shall give notice to each Owner of the
Bonds at least three (3) days prior to the date of mandatory redemption of the amount of each Bond
to be redeemed.
The principal of and interest on this Bond 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 o r h is 1 egal representative a t the address o f t he Owner as it appears on the
registration books of the Village.
This Bond is subject to optional prepayment, upon thirty (30) days written notice to the
Owners of the Bonds, in whole or in part at any time at par, plus accrued interest to the date of
prepayment.
The Village has covenanted and agreed in the Bond Ordinance to appropriate in its annual
budget, by amendment, if necessary, from Non -Ad Valorem Revenues (as defined below) lawfully
available in each fiscal year, amounts sufficient to pay the principal and interest due on the Bonds
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 Bond Ordinance, other
than (I) Public Service Taxes authorized by Part III, Chapter 166, Florida Statutes, and received by
the Village pursuant to Section 25-50 et seq. of the Village Code and (ii) Stormwater Utility Fees
as defined by Section 403.0893(3), Florida Statutes, and imposed pursuant to Ordinance No. 93-11
adopted by the Village Council on June 22, 1993 (as amended by Ordinance No. 93-11-A); but only
after provision has been made by the Village for the payment of all essential or legally mandated
services not otherwise provided for by ad valorem taxes. 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 Bondholders 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
M1070212 2
4
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 Bond 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 Bond Ordinance, subject, however, in all respects to the terms of the Bond 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 BOND 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. THE ISSUANCE OF THIS BOND SHALL NOT DIRECTLY
OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO
PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR SHALL THIS BOND
CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON
ANY PROPERTY OF THE VILLAGE, AND THE HOLDER OF THIS BOND SHALL HAVE NO
RECOURSE TO THE POWER OF TAXATION.
4``
The original registered Owner, and each successive registered Owner of this Bond 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 Bonds and for the
registration of transfers of Bonds as provided in the Resolution. Bonds maybe 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 Bonds
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 Bonds may be exchanged for Bonds 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 Bond 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 Bond shall be
registered upon the books of 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
141070212_2
5
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.
3. In all cases in which the privilege of exchanging Bonds or transferring Bonds
is exercised, the Village shall execute and deliver Bonds in accordance with the provisions
of the Resolution. There shall be no charge for any such exchange or transfer of Bonds, 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 Bonds for a period of fifteen (15) days
next preceding an interest payment date on such Bonds.
4. All Bonds, 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 Bond shall be prepaid, such
Bond shall not be surrendered in exchange for a new Bond.
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 Bond 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 Bond 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 , 2002.
VILLAGE OF KEY BISCAYNE, FLORIDA
Mayor
Village Clerk
(SEAL)
M1070212_2
6
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned (the
"Transferor"), hereby sells, assigns and transfers unto (Please
insert name and Social Security or Federal Employer identification number of assignee) the within
Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
(the "Transferee") as attorney to register the transfer of the within
Bond on the books kept for registration thereof, with full power of substitution in the premises.
Date
Social Security Number of Assignee
Signature Guaranteed:
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 w ill b e registered and n o n ew B and w ill b e issued i n the name o f t he
Transferee, unless the signature(s) to this assignment corresponds with the name as it appears upon
the face of the within Bond 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 Bond,
shall be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIF MIN ACT - ,
(Cust.)
Custodian for ,
(Minor)
TEN ENT - as tenants by under Uniform Gifts to Minors
the entirety Act of
(State)
JT TEN - as joint tenants with
right of survivorship and
not as tenants in common
Additional abbreviations may also be used though not in the list above.
M1070212_2
7
c KEj-8rr
J.
VILLAGE OF KEY BISCAYNE
Office of the Village Clerk
Village Council
Joe I. Rasco, Mayor
Robert Oldakowski, Vice Mayor
Scott Bass
Martha Fdez-Leon Broucek
Alan H. Fein
Mortimer Fried
James L. Peters
Village Clerk
Conchita H. Alvarez, CMC
CERTIFICATION
STATE OF FLORIDA
COUNTY OF MIAMI-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 2002-10 adopted by the Village Council on second reading on October 22,
2002.
IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne,
Florida, this 26th day of November, 2002.
to H. Alvarez, CMC
Clerk
Age of Key Biscayne, Florida
85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax (305) 365-8914
MISSION S IATEMENT "TO PROVIDE A SAFE, QUALI FY COMMUNITY ENVIRONMFN I FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT"
ORDINANCE NO. 2002-10
A CAPITAL PROJECT AUTHORIZING ORDINANCE OF
THE VILLAGE OF KEY BISCAYNE, FLORIDA (THE
"VILLAGE"), CONCERNING THE VILLAGE COMMUNITY
CENTER; AUTHORIZING AND PROVIDING FOR THE
VILLAGE TO CONSTRUCT AND EQUIP A COMMUNITY
CENTER FOR THE VILLAGE; AUTHORIZING
EXPENDITURE OF FUNDS; PROVIDING FOR NOTICE OF
ORDINANCE ADOPTION; PROVIDING FOR
SEVERABILITY; PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the Village Council of the Village of Key Biscayne (the "Village") desires to
authorize and provide for the construction and equipping of a community center for the Village.
NOW, THEREFORE, IT IS HEREBY ORDAINED BY THE VILLAGE COUNCIL
OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AS FOLLOWS:
Section 1. Recital Adopted. That the recital stated above is hereby adopted and confirmed.
Section 2. Capital Project Authorizing Ordinance. That pursuant to Village Charter Sec.
3.07(b), this Ordinance shall constitute a Capital Project Authorizing Ordinance. The Capital Project
consists of the construction and equipping of the Village of Key Biscayne Community Center (the
"Community Center") at a projected cost of approximately ( $ 9.987,551) Dollars.
Section 3. Community Center Authorized.
A. That a Community Center of approximately 38,000 square feet of floor area, and
additionally including a parking garage and swimming pool, is hereby authorized to be constructed
and equipped by the Village as part of the Village Civic Center complex, at the Village property (the
"Property") located at 85 W. McIntyre Street, which Property is further described on Exhibit "A,"
a copy of which is attached hereto and incorporated herein. The Community Center shall provide
recreational facilities, programs, services and activities.
B. That the Community Center shall be constructed in substantial conformity to the
Community Center Site Plan which was approved pursuant to Council Resolution No. R-2002-31,
and any amendments thereto.
C. That the Village Council shall, by Resolution, enter into contracts for the construction
and equipping of the Community Center for a guaranteed maximum price which is consistent with
this Ordinance.
D. That the Village Manager is authorized to take all action necessary to implement this
Ordinance, and is authorized to expend Village funds for the construction and equipping of the
Community Center pursuant to Village budget appropriations.
Section 4. Notice of Ordinance Adoption. That pursuant to Village Charter Sec. 4.03(9),
following the passage of this Ordinance on first reading, the Village Clerk shall provide notice of
the date and time of the second reading ("Second Reading Notice"). The Second Reading Notice
shall include a brief description of the Community Center project and its cost and shall be published
in a ddition to and contemporaneously with notices regularly published for second readings of
ordinances. The published notice shall be in substantially the form attached hereto as Exhibit "B."
Further, the Village Clerk shall provide for each Village elector to be sent a Second Reading Notice
by postcard. The postcard notice shall be in substantially the form attached hereto as Exhibit "C."
Any action taken by the Council on this Ordinance shall not be voided by the failure of an individual
Village elector to receive a Second Reading Notice postcard.
Section 5. Severability. That the provisions of this Ordinance are declared to be severable
and if any section, sentence, clause or phrase of this Ordinance shall for any reason be held to be
invalid or unconstitutional, such decision shall not affect the validity of the remaining sections,
2
sentences, clauses, and phrases oft his Ordinance but t hey s hall remain i n effect, i t being the
legislative intent that this Ordinance shall stand notwithstanding the invalidity of any part.
Section 6. Effective Date. That this Ordinance shall be effective upon adoption on second
reading.
PASSED AND ADOPTED on first reading this 8th day of October, 2002.
PASSED AND ADOPTED on second reading this 22nd day of October, 2002
d;d/AP
HITA H. ALVAREZ, CMC, VILLAGE CL
APPROVED AS T FORM AND LEGAL SUFFI
HARD Y WSS, VIL - E ATTORNEY
1030011ordinances\authorizing construction of community center
MAYOR JOE I. RASCO
3
EXHIBIT "A"
(Legal Description of 85 W. McIntyre Street)
TRACT "B" OF SUNTRUST KEY BISCAYNE, according to the
Plat thereof, as recorded in Plat Book 157 at Page 75 of the Public
Records of Miami -Dade County, Florida
4
EXHIBIT "B"
PUBLIC NOTICE
Pursuant to Village of Key Biscayne Charter Section 4.03(9), notice is hereby provided that
on Tuesday. October 22, 2002, at 7:00 p.m., in the Village Council Chamber, at 560 Crandon
Boulevard, Key Biscayne. FL, a public hearing on the second and final reading of an ordinance
concerning the Community Center capital project shall be heard by the Village Council, as follows:
A CAPITAL PROJECT AUTHORIZING ORDINANCE OF THE
VILLAGE OF KEY BISCAYNE, FLORIDA (THE "VILLAGE"),
CONCERNING THE VILLAGE COMMUNITY CENTER;
AUTHORIZING AND PROVIDING FOR THE VILLAGE TO
CONSTRUCT AND EQUIP A COMMUNITY CENTER FOR THE
VILLAGE; AUTHORIZING EXPENDITURE OF FUNDS;
PROVIDING FOR NOTICE OF ORDINANCE ADOPTION;
PROVIDING FOR SEVERABILITY; PROVIDING FOR AN
EFFECTIVE DATE.
Capital Project: The Village of Key Biscayne Community Center is proposed to be
constructed and equipped as a building of approximately 38,000 sq. ft., to be situated as a part of the
Village Civic Center complex, at 85 W. McIntyre Street, Key Biscayne, F!. The Community Center
shall also include a parking garage and a swimming pool. The Community Center shall provide
recreational facilities, programs, services and activities.
Cost: The projected cost of the Community Center is approximately $ 9,987,551. However,
at the public hearing, the Council may reduce the projected cost.
This notice is published in addition to and contemporaneously with notices regularly
published for second readings of ordinances. For any question on this item, please contact the
Village Clerk at 305-365-5506.
In accordance with the Americans With Disabilities Act of 1990, all persons who are disabled and who need special accommodations
to participate in this proceeding because of that disability should contact the office of the Village Clerk, 85 W. McIntyre Street, Key
Biscayne, FL 33149, telephone number: 305-365-5506, not later than two (2) business days prior to such proceedings.
If a person decides to appeal any decision made by the Village Council with respect to any matter considered at a meeting or hearing,
that person will need a record of the proceedings and, for such purpose, may need to ensure that a verbatim record of the proceedings
is made, which record includes the testimony and evidence upon which the appeal is to be based (F.S. 286.0105).
5
EXHIBIT "C"
PUBLIC NOTICE
(Postcard to Electors)
Pursuant to Village of Key Biscayne Charter Section 4.03(9), notice is hereby provided that
on Tuesday, October 22, 2002, at 7:00 p.m., in the Village Council Chamber, at 560 Crandon
Boulevard, Key Biscayne. FL, a public hearing on the second and final reading of a Capital Project
Authorizing Ordinance for the Community Center shall be heard by the Village Council.
Capital Project: The Village of Key Biscayne Community Center, is proposed to be
constructed and equipped as a building of approximately 38,000 sq. ft., to be situated as a part of the
Village Civic Center complex, at 85 W. McIntyre Street, Key Biscayne, Fl. The Community Center
shall also include a parking garage and a swimming pool. The Community Center shall provide
recreational facilities, programs, services and activities.
Cost: The projected cost of the Community Center is approximately $ 9,987,551. However,
at the public hearing, the Council may reduce the projected cost.
For any question on this item, please contact the Village Clerk at 305-365-5506.
If a person decides to appeal any decision made by the Village Council with respect to any matter considered at a meeting or hearing,
that person will need a record of the proceedings and, for such purpose, may need to ensure that a verbatim record of the proceedings
is made, which record includes the testimony and evidence upon which the appeal is to be based (F.S. 286.0105).
6
VILLAGE OF KEY BISCAYNE
Office of the Village Clerk
Village Council
Joe I. Rasco, Mayor
Robert Oldakowski, Vice Mayor
Scott Bass
Martha Fdez-Leon Broucek
Alan H. Fein
Mortimer Fried
James L. Peters
Village Clerk
Conchita H. Alvarez, CMC
CERTIFICATION
STATE OF FLORIDA
COUNTY OF MIAMI-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:
The Charter of the Village of Key Biscayne as amended on July 9, 2002.
IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne,
Florida, this 26th day of November, 2002.
a.,,,
H. Alvarez, CMC
Clerk
of Key Biscayne, Florida
85 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax (305) 365-8914
MISSION STATEMENT "TO PROVIDE A SAFE, QUALI I Y COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT "
8 Copyrighted. Municipal Code Corp., affiliated Municipality. 1999.
PART I CHARTER*
*Editor's note --Printed herein is the Municipal Charter of the Village of Key Biscayne, as
adopted by the voters on June 18, 1991. Amendments to the Charter are indicated by parenthetical
history notes following amended provisions. The absence of a history note indicates that the
provision remains unchanged from the original Charter. Obvious misspellings have been corrected
without notation. For stylistic purposes, a uniform system of headings, catchlines and citations to
state statutes has been used. Additions made for clarity are indicated by brackets.
Notes from 1997 Charter Revision Commission. The following are notes which are
included in the Charter as directed by the 1997 Charter Revision Commission.
1. For historical purposes, the Comittee wishes to note the following. The members of the
original Charter Committee were as follows:
Luis Lauredo, Chair
Betty Sime, Vice Chair
Roberto Cambo, Member
Michael Hill, Member
Ed Sawyer, Member
The Reporter was Hugh O'Reilly and the attorney was Stuart Ames.
2. The Charter Revision Commission of 1997 was appointed by the Village Council on
December 10, 1996 and met during the early months of 1997 to review the Village Charter. The
members of the Charter Revision Commission were as follows:
Betty Sime, Chair
Michael Kahn, Vice Chair
Paul Auchter, Member
Martha Broucek, Member
Ron Drucker, Member
The Clerk was Conchita H. Alvarez, the Manager was C. Samuel Kissinger and the attorneys
were Richard Jay Weiss, Stephen J. Helfman and Nina L. Boniske. As a result of those meetings, 25
amendments were proposed to the electorate. Of the 25 amendments proposed, 23 were approved by
the electorate on June 10, 1997.
The Village Council proposed 3 additional amendments, only one of which was approved by
the electors on June 10, 1997.
Notes from 2002 Charter Revision Commission. The following are notes which are included in the
Charter as directed by the 2002 Charter Revision Commission.
1. The Charter Revision Commission of 2002 was appointed by the Village Council on
November 13, 2001 (as ratified on January 15, 2002) and met during the early months of 2002 to
review the Village Charter. The members of the Charter Revision Commission were as follows:
Martha F. Broucek, Chair
Michael A. Kahn, Vice Chair
Stuart D. Ames, Member
Dr. Michael E. Kelly, Member
Luis Lauredo, Member
The Clerk was Conchita H. Alvarez, the Manager was C. Samuel Kissinger and the attorneys
were Richard Jay Weiss and Tony L. Recio. As a result of those meetings, 23 amendments were
proposed to the electorate. Of the 23 amendments proposed, 5 were approved by the electorate on
July 9, 2002.
The Village Council proposed 1 additional amendment which was not approved by the
electors on July 9, 2002.
2. The Charter below also reflects amendments to Sections 4.10 and 5.02 approved at a
general election on December 4, 2001.
2
Article I. Corporate Existence, Form of Government, Boundary and Powers
Sec. 1.01. Corporate existence.
Sec. 1.02. Form of government.
Sec. 1.03. Corporate boundary/MAP.
Sec. 1.04. Powers.
Sec. 1.05. Construction.
Sec. 1.06. Capitalization.
Article II. Village Council; Mayor
Sec. 2.01. Village Council.
Sec. 2.02. Mayor and Vice Mayor.
Sec. 2.03. Election and term of office.
Sec. 2.04. Qualifications.
Sec. 2.05. Vacancies; forfeiture of office; filling of vacancies.
Sec. 2.06. Recall.
Sec. 2.07. No compensation; reimbursement for expenses.
Article III. Administrative
Sec. 3.01. Village Manager.
Sec. 3.02. Appointment; removal; compensation.
Sec. 3.03. Powers and duties of the Village Manager.
Sec. 3.04. Village Clerk.
Sec. 3.05. Village Attorney.
Sec. 3.06. Village code of administrative regulations.
Sec. 3.07. Expenditure of Village funds.
Sec. 3.08. Competitive bid requirement.
Sec. 3.09. Removal of Council Appointees.
Article IV. Legislative
Sec. 4.01. Council meeting procedure.
Sec. 4.02. Prohibitions.
.
Sec. 4.03. Action requiring an ordinance.
Sec. 4.04. Emergency ordinances.
Sec. 4.05. Annual budget adoption.
Sec. 4.06. Fiscal year.
Sec. 4.07. Appropriation amendments during the fiscal year.
Sec. 4.08. Authentication, recording and disposition of ordinances; resolutions and charter
amendments.
Sec. 4.09. Tax levy.
Sec. 4.10. Borrowing.
Sec. 4.11. Revenue Sharing.
Sec. 4.12. Village boards and agencies.
Sec. 4.13. Village Code, Ordinances and Resolutions.
Sec. 4.14. Special Assessments.
Article V. Elections
Sec. 5.01. Elections.
Sec. 5.02. Initiative and referendum.
Sec. 5.03. Form of ballots.
Article VI. Charter Amendments
4
Sec. 6.01. Charter Amendments.
Sec. 6.02. Procedure to amend.
Sec. 6.03. Form of ballot.
Article VII. General Provisions
Sec. 7.01. No casino gambling.
Sec. 7.02. Severability.
Sec. 7.03. Conflicts of interest; ethical standards.
Sec. 7.04. Village personnel system; merit principle.
Sec. 7.05. Grants and Charitable contributions.
Sec. 7.06. Charter revision.
Sec. 7.07. Variation of pronouns.
Article VIII. Transition Provisions
Sec. 8.01. Temporary nature of Article.
Sec. 8.04. Taxes and fees.
Sec. 8.08. Transition provisions to facilitate change to two-year terms.
ARTICLE I. CORPORATE EXISTENCE, FORM OF GOVERNMENT,
BOUNDARY AND POWERS
Section 1.01. Corporate existence.
A municipal corporation known as Village of Key Biscayne (the "Village") is hereby created
pursuant to the Constitution of the State of Florida (the "State") and the Home Rule Charter of
Miami -Dade County (the "County"). The corporate existence of the Village shall commence upon
the adoption of this Charter.
(Res. No. 97-15, 4-1-97/6-10-97)
Section 1.02. Form of government.
The Village shall have a "Council -Manager" form of government.
(Res. No. 97-15, 4-1-97/6-10-97)
Section 1.03. Corporate boundary/MAP.
The corporate boundary of the Village shall be as follows:
BEGIN at the point of intersection of the West line of Crandon Boulevard with the South line
of Crandon Park, said point of intersection also being the Northeast corner of Tract 1 of
SUBDIVISION OF A PORTION OF MATHESON ESTATE, KEY BISCAYNE, DADE
COUNTY, FLORIDA, according to the plat thereof recorded in Plat Book 46 at Page 86 of
the Public Records of Dade County, Florida; thence run Westerly along said South line of
Crandon Park, also being the North line of said Tract 1 and its Westerly extension to a point
in the waters of Biscayne Bay, said point being 1,200 feet Westerly of the most
Northwesterly corner of Tract B of FOURTH ADDITION TO TROPICAL ISLE HOMES
SUBDIVISION, according to the plat thereof recorded in Plat Book 53 at Page 39 of the
Public Records of Dade County, Florida; thence run Southwesterly, to a point in the waters
of Biscayne Bay, said point being the point of intersection with the Southwesterly extension
of the Southeasterly line of Lot 7 in Block 1 ofMASHTA POINT SUBDIVISION, according
to the plat thereof recorded in Plat Book 131 at Page 37 of the Public Records of Dade
County, Florida, said point of intersection being 1,000 feet Southwesterly of the most
Southeasterly corner of said Lot 7, as measured along the Southwesterly extension of the
Southeasterly line of said Lot 7; thence run Southeasterly to a point in the waters of Biscayne
Bay, said point being the point of intersection of the Southwesterly extension of the
Southeasterly line of Lot 17 of SMUGGLERS COVE, according to the plat thereof recorded
in Plat Book 78 at Page 83 of the Public Records of Dade County, Florida, with the Westerly
extension of the South line of the Waterway shown on the plat of CANOGA
PROPERTIES --KEY BISCAYNE, FLORIDA, according to the plat thereof recorded in Plat
Book 65 at Page 88 of the Public Records of Dade County, Florida; thence run Easterly,
6
along the South line of said Waterway and its Westerly and Easterly extensions to a point in
the Atlantic Ocean, 500 feet Easterly of the Erosion Control Line, as said Erosion Control
Line is shown on the plat thereof recorded in Plat Book 74 at Page 26 of the Public Records
of Dade County, Florida; thence run Northerly along a line 500 feet Easterly of and parallel
to the said Erosion Control Line to the point of intersection with the Easterly extension of the
said South line of Crandon Park; thence run Westerly along the said South line of Crandon
Park and its Easterly extension to the Point of Beginning;
AND
BEGIN at the point of intersection of said South line of Crandon Park with the centerline of
Crandon Boulevard, said centerline of Crandon Boulevard being the centerline of Tract 10 of
said plat of SUBDIVISION OF A PORTION OF MATHESON ESTATE, KEY BISCAYNE,
DADE COUNTY, FLORIDA, and its Northeasterly extension; thence run Westerly along the
South Line of Crandon Park for a distance of 400 feet; thence run Northerly at right angles to
the South line of Crandon Park for a distance of 700 feet; thence run Easterly parallel with
the South Line of Crandon Park for a distance of 750 feet more or less to said centerline of
Crandon Boulevard; thence run Southwesterly along said centerline of Crandon Boulevard
for a distance of 783 feet more or less to the South boundary of Crandon Park and to the
POINT OF BEGINNING.
[INSERT MAP]
(Res. No. 97-15, 4-1-97/6-10-97)
Section 1.04. Powers.
The Village shall have all available governmental, corporate and proprietary powers. Through
the adoption of this Charter, it is the intent of the electors of the Village that the municipal
government established herein have the broadest exercise of home rule powers permitted under the
Constitution and laws of the State.
(Res. No. 97-15, 4-1-97/6-10-97)
Section 1.05. Construction.
The powers of the Village shall be construed liberally in favor of the Village.
(Res. No. 97-15, 4-1-97/6-10-97)
Section 1.06. Capitalization.
7
When a defined word is enclosed in quotes and in parentheses after the definition, that word
shall be treated as a defined term in the remainder of this Charter, when capitalized.
(Res. No. 97-15, 4-1-97/6-10-97)
ARTICLE II. VILLAGE COUNCIL; MAYOR*
*Editor's note --Pursuant to Ord. No. 92-18,' 1, adopted on August 11, 1992, and approved
by the voters on November 3, 1992, the title of article II of the Charter has been changed from
"Village Board of Trustees; Mayor" to "Village Council; Mayor."
(Res. No. 97-15, 4-1-97/6-10-97)
Code reference —Village Council, ' 2-21 et seq.
Section 2.01. Village Council.
There shall be a Village Council (the "Council") with all legislative powers of the Village
vested therein, consisting of six (6) members ("Council Members") and the Mayor. References in
this Charter to Council Members shall include the Mayor unless the context otherwise requires.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 2.02. Mayor and Vice Mayor.
(a) Mayor. The Mayor shall preside at meetings of the Council, be a voting member of the
Council, name committees of the Council and appoint members of the Village boards and
agencies with the approval of the Council. The Mayor shall be recognized as head of Village
government for all ceremonial purposes and for purposes of military law, for service of
process, execution of duly authorized contracts, deeds and other documents, and as the
Village official designated to represent the Village in all dealings with other governmental
entities. The Mayor shall annually present a state of the Village message and an annual
budget message.
(b) Vice Mayor. During the absence or incapacity of the Mayor, the Vice Mayor shall have all
the powers, authority, duties and responsibilities of the Mayor. At the first Council meeting
after each regular Village election, or in any calendar year in which there is no regular
Village election, at the first Council meeting in the month of November of such year, the
Council shall elect one (1) of its members as Vice Mayor.
8
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 2.03. Election and term of office.
Each Council Member and the Mayor shall be elected at -large for a two (2) year term by the
electors of the Village in the manner provided in Article V of this Charter. No person shall serve as
Mayor for more than two (2) consecutive elected terms, and no person may serve on the Council, or
as any combination of Mayor and Council Member, for more than eight (8) consecutive years.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 2.04. Qualifications.
Candidates for Council Member or Mayor shall qualify for election by the filing of a written
notice of candidacy with the Clerk of the Village at such time and in such manner as may be
prescribed b y o rdinance and p ayment t o t he V illage C lerk oft he s urn o f one hundred dollars
($100.00) as a qualifying fee. A candidate for Mayor may not be a candidate for Council Member in
the same election. Only electors of the Village who have resided continuously and have been a
registered voter in the Village for at least one (1) year preceding the date of such filing shall be
eligible to hold the office of Council Member or Mayor.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 2.05. Vacancies; forfeiture of office; filling of vacancies.
(a) Vacancies. The office of a Council Member or Mayor shall become vacant upon his/her
death, resignation, removal from office in any manner authorized by law or forfeiture of
his/her office.
(b) Forfeiture of office.
(i) Forfeiture by disqualification. A Council Member shall forfeit his/her office if at any
time during his/her term s/he ceases to maintain his/her permanent residence in the
Village or otherwise ceases, without good cause, to be a qualified elector of the
Village.
(ii) Forfeiture by absence. A Council Member shall be subject to forfeiture of his/her
office, in the discretion of the remaining Council Members, if s/he is absent without
good cause from any three (3) regular meetings of the Council during any calendar
year, or if s/he is absent without good cause from any three (3), consecutive Regular
Meetings of the Council, whether or not during the same calendar year.
(iii) Procedures. The Council shall be the sole judge of the qualifications of its members
and shall hear all questions relating to forfeiture of a Council Member's office,
9
including whether or not good cause for absence has been or may be established. The
burden of establishing good cause shall be on the Council Member in question;
provided, however, that any Council Member may at any time during any duly held
meeting move to establish good cause for the absence of him/herself or any other
Council Member, from any past, present or future meeting(s), which motion, if
carried, shall be conclusive. A Council Member whose qualifications are in question
or who is otherwise subject to forfeiture of his/her office shall not vote on any such
matters. The Council Member in question shall be entitled to a public hearing(s) on
request. If a public hearing is requested, notice thereof shall be published in one (1)
or more newspapers of general circulation in the Village at least one (1) week in
advance of the hearing. Any final determination by the Council that a Council
Member has forfeited his/her office shall be made by resolution. All votes and other
acts of the Council Member in question prior to the effective date of such resolution
shall be valid regardless of the grounds of forfeiture.
(c) Filling of vacancies. A vacancy on the Council or in the office of Mayor shall be filled as
follows:
(i) If the vacancy occurs on the Council and less than six (6) months remain in the
unexpired term, the vacancy shall be filled by the Council. If the vacancy occurs in
the office of Mayor and less than six (6) months remain in the unexpired term, the
vacancy shall be filled by vote of the Council from among its members.
(ii) If one (1) year or more remains in the unexpired term, the vacancy shall be filled by a
special election to be held not sooner than thirty (30) days or more than ninety (90)
days following the occurrence of the vacancy.
(iii) If six (6) months or more but less than one (1) year remain, the vacancy shall be filled
by the Council as provided for in paragraph (i) of this subsection (c) unless there is a
Village, County, State or a national election scheduled to take place on any date(s)
within such period, in which case the vacancy shall be filled by special election on
the first such election date.
(iv) If there is no qualified candidate for any vacancy in any election, the Council shall
appoint a person qualified under this Article for the vacancy.
(v) Notwithstanding any quorum requirements established herein, if at any time the full
membership of the Council is reduced to less than a quorum, the remaining members
may, by majority vote, appoint additional members to the extent otherwise permitted
or required under this subsection (c).
(vi) In the event that all the members of the Council are removed by death, disability,
recall, forfeiture of office and/or resignation, the Governor shall appoint interim
Council Members who shall call a special election within not less than thirty (30)
days or more than sixty (60) days after such appointment and such election shall be
10
held in the same manner as the first elections under this Charter; provided, however,
that if there are less than six (6) months remaining in the unexpired terms, the interim
Council appointed by the Governor shall serve out the unexpired terms. Appointees
must meet all requirements for candidates provided for in the last sentence of Section
2.04.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 2.06. Recall.
The electors of the Village shall have the power to recall and to remove from office any
elected official of the Village to the extent permitted by the Constitution and laws of the State. The
minimum number of electors of the Village which shall be required to initiate a recall petition shall
be ten percent (10%) of the total number of electors of the Village as of the preceding Village
election.
(Res. No. 97-15, 4-1-97/6-10-97)
Section 2.07. No compensation; reimbursement for expenses.
Council Members (including the Mayor) shall serve without compensation but shall receive
reimbursement in accordance with applicable law, or as maybe otherwise provided by ordinance, for
authorized travel and per diem expenses incurred in the performance of their official duties.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
11
ARTICLE III. ADMINISTRATIVE*
*Code reference —Administration, ch. 2.
Section 3.01. Village Manager.
There shall be a Village Manager (the "Manager") who shall be the chief administrative
officer of the Village. The Manager shall be responsible to the Council for the administration of all
Village affairs.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 3.02. Appointment; removal; compensation.
The Council shall appoint the Manager for an indefinite term. The Council may remove the
Manager as provided in Section 3.09. The compensation of the Manager shall be fixed by the
Council.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 3.03. Powers and duties of the Village Manager.
The Manager shall:
(1)
Be responsible for the appointment, supervision and removal of all Village
employees;
(2) Direct and supervise the administration of all departments and offices but not Village
boards or agencies, unless so directed by the Council from time to time;
(3) Attend all Council meetings except when excused by the Council and shall
participate in discussion but not have the right to vote;
(4) See t hat all laws, provisions of this Charter and acts of the Council, subject to
enforcement and/or administration by him/her or by officers subject to his/her
direction and supervision, are faithfully executed;
(5)
Prepare and submit to the Council a proposed annual budget and capital program;
(6) Submit to the Council and make available to the public an annual report on the
finances and administrative activities of the Village as of the end of each fiscal year;
12
(7) Prepare such other reports as the Council may require concerning the operations of
Village departments, offices, boards and agencies;
(8) Keep the Council fully advised as to the financial condition and future needs of the
Village and make such recommendations to the Council concerning the affairs of the
Village as s/he deems to be in the best interests of the Village;
(9) Execute contracts, deeds and other documents on behalf of the Village as authorized
by the Council; and
(10) Perform such other duties as are specified in this Charter or as may be required by the
Council.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 3.04. Village Clerk.
The Council shall appoint a Village Clerk (the "Clerk" or "Village Clerk") for an indefinite
term. The compensation of the Clerk shall be fixed by the Council. The Clerk shall give notice of
Council meetings to its members and the public, shall keep minutes of its proceedings which shall be
a public record and shall perform such other duties as the Council may prescribe from time to time.
The Clerk shall report to the Council and may be removed by the Council as provided in Section
3.09.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 3.05. Village Attorney.
The Council may from time to time appoint an individual attorney or a law firm to act as the
Village Attorney (the "Village Attorney") under such terms and conditions as are consistent with this
Charter and as may be established by the Council. The Village Attorney shall report to the Council
and may be removed by the Council at any time.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 3.06. Village code of administrative regulations.
The Manager shall maintain a Village code of administrative regulations. The council shall,
by ordinance, establish appropriate procedures for reasonable notice and public comment on
proposed administrative regulations prior to taking final action on the same.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 3.07. Expenditure of Village funds.
13
(a) Generally. No funds of the Village shall be expended except pursuant to duly approved
appropriations.
(b) Capital Projects. The Council may authorize expenditures for: (i) the acquisition,
construction, renovation, or improvement of public buildings or facilities; (ii) purchase of
land; or (iii) the purchase of equipment. Each of the categories i, ii and iii, irrespective of
cost, is a "Capital Project". A resolution or ordinance, as required, approving a Capital
Project shall contain at a minimum a description and the projected cost of the Capital Project
and be specifically labeled "Capital Project Authorizing Resolution or Ordinance" ("Capital
Project Legislation").
(Res. No. 97-15, 4-1-97/6-10-97)
Section 3.08. Competitive bid requirement.
Except as otherwise provided by law or ordinance, contracts for public improvements and
purchases of supplies, materials or services shall be awarded or made on the basis of specifications
and competitive bids, except in cases where the Council determines that it is impracticable to do so.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 3.09. Removal of Council Appointees.
The Village Manager and the Village Clerk (each is a "Council Appointee") may be
suspended with pay pending removal by a resolution which shall set forth the reasons for suspension
and proposed removal. A copy of such resolution shall be served immediately upon the affected
Council Appointee. The affected Council Appointee shall have fifteen (15) days in which to reply
thereto in writing, and upon request, shall be afforded a public hearing, which shall occur not earlier
than ten (10) days nor later than 15 days after such hearing is requested, and after full consideration,
the Village Council may adopt a final resolution of removal. The affected Council Appointee shall
continue to receive full compensation until the effective date of a final resolution of removal.
(Res. No. 97-15, 4-1-97/6-10-97)
14
ARTICLE IV. LEGISLATIVE
Section 4.01. Council meeting procedure.
(a) Meetings. The Council shall hold at least eleven (11) regular monthly meetings in each
calendar year, at such times and places as the Council may prescribe by rule ("Regular
Meetings"). Special meetings may be held on the call of the Mayor or by four (4) members of
the Council and upon no less than twenty-four (24) hours' notice to each member and the
public, or such shorter time as a majority of the Council shall deem necessary in case of an
emergency affecting life, health, property or the public peace.
(b) Rules and minutes. The Council shall determine its own rules of procedure and order of
business and shall keep minutes open for public inspection.
(c) Quorum and voting. Any four (4) members of the Council shall constitute a quorum but a
smaller number may adjourn from time to time and may compel the attendance of absent
members in a manner and subject to the penalties prescribed by the rules of the Council.
Voting o n o rdinances a nd r esolutions s hall b e by roll call on final action and shall be
recorded in the minutes. Except as otherwise specially provided in this Charter, no action of
the Council shall be valid or binding unless adopted by the affirmative votes of at least four
(4) Council Members. In the event that four (4) or more members of the Council are
ineligible to vote on a particular matter due to required abstention pursuant to Florida law,
then the remaining members of the Council may vote and approve such matter by unanimous
vote.
(d) Meeting time limits. No meeting of the Council shall extend later than 11:00 p.m. except
upon the affirmative vote of five (5) Council Members, or if less than five (5) Council
Members are present, upon the unanimous vote of all Council Members present at the
meeting.
(Ord. No. 92-17, ' 1, 8-11-92/11-3-92; Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-
97/6-10-97)
Section 4.02. Prohibitions.
(a) Appointment[s] and removals. Neither the Council nor any of its members shall in any
manner dictate the appointment or removal of any Village administrative officers or
employees whom the Manager or any of his/her subordinates is empowered to appoint, but
the Council may express its views and fully and freely discuss with the Manager anything
pertaining to appointment and removal of such officers and employees.
(b) Interference with administration. Except for the purpose of inquiries and investigations made
in good faith, the Council or its members shall deal with Village officers and employees who
are subject to the direction and supervision of the Manager solely through the Manager, and
15
neither the Council nor its members shall give orders to any such officer or employee, either
publicly or privately. It is the express intent of this Charter that recommendations for
improvement in Village government operations by individual Council Members be made
solely to and through the Manager. No individual Council Member shall give orders to the
Manager.
(c) Holding other office. No elected Village official shall hold any appointive Village office or
employment while in office. No former elected Village official shall hold any compensated
appointive Village office or employment until one (1) year after the expiration of his/her
term.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 4.03. Action requiring an ordinance.
In addition to other acts required by law or by specific provision of this Charter to be effected
or authorized by ordinance, those acts of the Village Council shall be by ordinance which:
(1) Adopt or amend an administrative regulation or establish, alter or abolish any Village
office, department, board or agency;
(2) Establish a rule or regulation the violation of which carries a penalty;
(3) Levy taxes or appropriate funds;
(4) Grant, renew or extend a franchise;
(5) Set service or user charges for municipal services or grant administrative authority to
set such charges;
(6) Authorize the borrowing of money;
(7) Convey or lease or authorize by administrative action the conveyance or lease of any
lands of the Village;
(8) Amend or repeal any ordinance previously adopted, except as otherwise provided in
this Charter; or
(9) Approve a Capital Project in excess of $500,000. When an ordinance authorizing a
Capital Project in excess of $500,000 has been approved upon first reading, notice of
the date and time of the second reading shall be provided ("Second Reading Notice").
The Second Reading Notice shall include a brief description of the Capital Project
and its cost and shall be published in addition to and contemporaneously with notices
regularly published for second readings. Each Village elector shall be sent a Second
Reading Notice by postcard. Action taken by the Council on a Capital Project shall
16
not be voided by the failure of an individual Village elector to receive a Second
Reading Notice postcard.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 4.04. Emergency ordinances.
(a) Authorization; form. To meet a public emergency affecting life, health, property or the public
peace, the Council may adopt, in the manner provided in this Section, one or more
emergency ordinances, but such ordinances may not: levy taxes; grant, renew or extend any
municipal franchise; set service or user charges for any municipal services; or authorize the
borrowing of money except as provided under the emergency appropriations provisions of
this Charter if applicable. An emergency ordinance shall be introduced in the form and
manner prescribed for ordinances generally, except that it shall be plainly designated in a
preamble as an emergency ordinance and shall contain, after the enacting clause, a
declaration stating that an emergency exists and describing it in clear and specific terms.
(b) Procedure. An emergency ordinance may be adopted with or without amendment or rejected
at the meeting at which it is introduced. After its adoption, the ordinance shall be published
and printed as prescribed for other ordinances.
(c) Effective date. Emergency ordinances shall become effective upon adoption or at such other
date as may be specified in the ordinance.
(d) Repeal. Every emergency ordinance except emergency appropriation ordinances shall
automatically be repealed as of the sixty-first (61st) day following its effective date, but this
shall not prevent re-enactment of the ordinance under regular procedures, or if the emergency
still exists, in the manner specified in this Section. An emergency ordinance may also be
repealed by adoption of a repealing ordinance in the same manner specified in this Section
for adoption of emergency ordinances.
(e) Emergency appropriations. The Council may make emergency appropriations in the manner
provided in this Section. To the extent that there are no available unappropriated revenues to
meet such appropriations, the Council may by such emergency ordinance (without regard to
Section 4.10) authorize the issuance of emergency notes, which may be renewed from time to
time, but the emergency notes, including renewals thereof, shall be payable not later than the
last day of the fiscal year next succeeding the fiscal year in which the emergency
appropriation ordinance was originally adopted.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
17
Section 4.05. Annual budget adoption.
(a) Balanced budget. Each annual budget adopted by the Council shall be a balanced budget.
(b) Budget adoption. The Council shall by ordinance adopt the annual budget on or before the
last day of September of each year. If it fails to adopt the annual budget by this date, the
Council may by resolution direct that the amounts appropriated for current operations for the
then ending fiscal year be deemed appropriate for the ensuing fiscal year for a period of
fifteen (15) days and may be renewed by resolution each fifteen (15) days, with all items in it
prorated accordingly, until such time as the Council adopts an annual budget for the ensuing
fiscal year. An ordinance adopting an annual budget shall constitute appropriations of the
amounts specified therein.
(c) Specific appropriation. The budget shall be specific as to the nature of each category of
appropriations therein. Reasonable appropriations may be made for contingencies, but only
within defined spending categories. The Village Manager may at any time, transfer any
unencumbered appropriation balance or portion thereof between classifications of
expenditures within an office or department.
(d) Deferred compensation; pensions. Contributions to pension and other deferred compensation
plans or arrangements for Village employees may be made under such terms and conditions
as the Council may establish from time to time in accordance with sound actuarial principles.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 4.06. Fiscal year.
The fiscal year of the Village government shall begin on the first (1st) day of October and
shall end on the last day of September of the following calendar year. Such fiscal year shall also
constitute the annual budget and accounting year.
(Res. No. 97-15, 4-1-97/6-10-97)
Section 4.07. Appropriation amendments during the fiscal year.
(a) Supplemental appropriations. If, during any fiscal year, revenues in excess of those estimated
in the annual budget are available for appropriation, the Council may by ordinance make
supplemental appropriations for the fiscal year up to the amount of such excess.
(b) Reduction of appropriations. If, at any time during the fiscal year, it appears probable to the
Manager that the revenues available will be insufficient to meet the amounts appropriated,
s/he shall report to the Council without delay, indicating the estimated amount of the deficit,
and his/her recommendations as to the remedial action to be taken. The Council shall then
take such action as it deems appropriate to prevent any deficit spending not covered by
18
adequate reserves.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 4.08. Authentication, recording and disposition of ordinances; resolutions and charter
amendments.
(a) Authentication. The Mayor or the Clerk shall authenticate by his/her signature all ordinances
and resolutions adopted by the Council. In addition, when charter amendments have been
approved by the electors, the Mayor and the Clerk shall authenticate by their signatures the
charter amendment, such authentication to reflect the approval of the charter amendment by
the electorate.
(b) Recording. The Clerk shall keep properly indexed books in which shall be recorded, in full,
all ordinances and resolutions passed by the Council. Ordinances shall, at the direction ofthe
Council, be periodically codified. The Clerk shall also maintain the Village Charter in current
form and shall enter all charter amendments.
(c) Printing. The Council shall, by ordinance, establish procedures for making all resolutions,
ordinances, technical codes adopted by reference, and this Charter available to the people of
the Village for public inspection and available for purchase at a reasonable price.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 4.09. Tax levy.
The Village shall have the right to levy, assess and collect all such taxes as are permitted by
law, including without limitation ad valorem, excise, franchise or privilege taxes and taxes on
services and utilities.
(Res. No. 97-15, 4-1-97/6-10-97)
Section 4.10. Borrowing.
(a) Debt Approval. The Village shall incur no Debt unless the incurrence of such Debt is approved by at least
five (5) Council Members.
(b) Limits. The total Debt of the Village, including amounts authorized but still not drawn down under existing
loan agreements and other contractual arrangements with banks and other financial institutions, underwriters,
brokers and/or intermediaries, shall not exceed the greater of:
i. one percent (1 %) of the total assessed value of all property within the Village, as certified by the Miami -
Dade County Property Appraiser for the current fiscal year; or
ii. that amount which would cause annual Debt Service to equal fifteen percent (15%) of General Fund
19
expenditures for the previous fiscal year.
(c) "Definitions. As used in this Section 4.10 the following terms shall have the meanings ascribed to them in
this subsection.
i. "Debt" means any obligation of the Village to repay borrowed money however evidenced since the date
of its incorporation regardless of tenor or term for which it was originally contracted or subsequently
converted through refinancing or novation, except (A) any obligation required to be repaid in less than a
year and which was incurred solely for emergency relief of natural disasters, or (B) that portion of any
obligation for operations which are financed and operated in an independent, self-liquidating mariner and
recovered entirely through currently collected user fees and charges.
ii. "Debt Service" shall include, without limitation thereto, scheduled interest payments, repayments of
principal and all financial fees arising from Debt or from the underlying contractual obligations, whether
as originally incurred or subsequently deferred or otherwise renegotiated.
iii. "General Fund" shall mean any and all revenues of the Village, from whatever source derived,
except those revenues derived from special assessments, user fees and charges and designated as
a separate fund to finance goods and services to the public.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97) [Note: Ord./Res. Nos. need
to be added]
Section 4.11. Revenue Sharing.
No funds of the Village shall be paid to the County or other governmental entity pursuant to a
revenue distribution or "revenue sharing" program.
(Res. No. 97-15, 4-1-97/6-10-97)
Section 4.12. Village boards and agencies.
The Council shall establish or terminate such boards and agencies as it may deem advisable
from time to time. The boards and agencies shall report to the Council.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 4.13. Village Code, Ordinances and Resolutions.
Except as otherwise modified or replaced by this Charter or by the Village Council, all codes,
ordinances and resolutions of the Village and of Miami -Dade County, as applicable to the Village,
which County and Village Codes, ordinances and resolutions are in effect as of April 1, 1997, shall
remain in force and effect as municipal codes, ordinances and resolutions of the Village.
20
(Ord. No. 92-18,' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 4.14. Special Assessments.
Properties may be specially assessed according to law; however, no properties shall be
specially assessed by the Village, unless:
(a) A majority of the owners of the properties to be specially assessed petition the
Village for a special assessment, or
(b) An election of the property owners to be specially assessed is held to approve the
special assessment and a majority of the property owners voting, one (1) vote per
property, on a proposed special assessment vote in its favor.
(Res. No. 2000-11, ' 4, 3-14-00/5-16-00)
ARTICLE V. ELECTIONS
Section 5.01. Elections.
(a) Electors. Any person who is a resident of the Village, has qualified as an elector of the State
and registers to vote in the manner prescribed by law shall be an elector of the Village.
(b) Nonpartisan elections. All elections for the offices of Councilmember and Mayor shall be
conducted on a nonpartisan basis.
(c) Election date. An election shall be held in November of each even -numbered year, on the
same day U.S. congressional elections are held, or if none are held in any year, on the first
Tuesday following the first Monday of November of that year.
(d) Election. The ballot for the election shall contain the names of all qualified candidates for
Mayor and for each of the six (6) Council positions, and shall instruct electors to cast one (1)
vote for Mayor and no more than six (6) votes for Council, with a maximum of one (1) vote
per candidate. If any candidate for Mayor receives greater than fifty percent (50%) of the
ballots cast for Mayor, such candidate shall be duly elected Mayor. If any candidate(s) for
Council receive(s) a number of votes greater than fifty percent (50%) of the total number of
ballots c ast, such candidate(s) shall be duly elected to the Council, and the number of
positions contested in the runoff election shall be decreased accordingly. If no candidate
receives greater than fifty percent (50%) of the ballots cast for Mayor, the two (2) candidates
for Mayor who received the greatest number of ballots cast shall be included in a runoff
election. The ballot for the runoff election shall also contain the names of up to twelve (12)
candidates for Council who received the most votes in the election, provided that if any
21
Council positions were filled in the election, the number of Council candidates on the ballot
shall be a number equal to the remaining number of Council positions to be filled, times two
(2).
(e) Special elections. Special elections, when required, shall be scheduled by the Council at such
times and in such manner as shall be consistent with this Charter.
(f) Runoff election. If a runoff election is necessary, it shall be held two (2) weeks after the
election held pursuant to subsection (c) of this Section. The ballot shall instruct electors to
cast one (1) vote for Mayor and to cast a number of votes for the Council not greater than the
number of contested Council positions, with a maximum of one (1) vote per candidate. The
candidate receiving the greatest number of ballots cast in the runoff election for Mayor shall
be duly elected Mayor. The candidates for Council receiving the greatest number of ballots
cast for Council Member, respectively, shall be duly elected to the remaining positions to be
filled on the Council. If a tie vote occurs in the runoff election between two (2) or more
candidates for either the office of Mayor or Council Member, the tie shall be decided by lot
under the direction of the Village Clerk.
(g)
Single candidates. In the event that the number of persons who qualify as candidates for the
Council positions to be filled at an election is equal to or less than the number of positions to
be filled at such election, those positions shall not be listed on the election or runoff ballot.
No election for Mayor shall be required in any election if there is only one duly qualified
candidate for Mayor. The duly qualified candidates shall be deemed elected.
(h) Absentee votes. Absentee voting will be permitted as provided by the laws of the State and
under such conditions as may be prescribed by ordinance from time to time; provided,
however, that no ordinance shall limit the right to vote by absentee ballot available under
State law.
(i)
Commencement of terms. The term of office of any elected official will commence seven (7)
days following the day of the election, runoff, or special election at which s/he is elected.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 5.02. Initiative and referendum.
(a) Power to initiate and reconsider ordinances.
(i)
Initiative. The electors of the Village shall have power to propose ordinances to the
Council and, if the Council fails to adopt an ordinance so proposed without any
change in substance, to adopt or reject it at a Village election, provided that such
power shall not extend to the annual budget or any ordinance appropriating money,
levying taxes or setting salaries of Village officers or employees.
(ii) Referendum.
22
(A) The electors of the Village shall have power to require reconsideration by the
Council of any adopted ordinance and, if the Council fails to repeal an
ordinance so reconsidered, to approve or reject it at a Village election,
provided that such power shall not extend to the annual budget or any
ordinance appropriating money, levying taxes or setting salaries of Village
officers or employees. The referendum power described in paragraph (ii)(A)
of this subsection (a) shall not be available to require reconsideration of an
ordinance authorizing the issuance of debt unless proceedings with respect to
the referendum are commenced within thirty (30) days a fter the d ate o f
adoption of the ordinance.
(B) Notwithstanding anything in paragraph (ii)(A) of this subsection (a) to the
contrary, the referendum power shall extend to any ordinance levying ad
valorem taxes, provided that (1) the ordinance increases the millage rate
above five (5) mills, (2) proceedings with respect to the referendum are
commenced within twenty (20) days after the date of adoption of the
ordinance, and (3) all petitions with respect to the referendum are filed within
thirty (30) days after the date of adoption of the ordinance.
(b) Commencement of proceedings. A minimum often (10) electors may commence initiative or
referendum proceedings by filing with the Clerk or other official designated by the Council
an affidavit stating they will constitute the petitioners' committee and be responsible for
circulating the petition and filing it in proper form, stating their names and addresses and
specifying the address to which all notices to the committee are to be sent, and setting out in
full the proposed initiative ordinance or citing the ordinance sought to be reconsidered.
Promptly after the affidavit of the petitioners' committee is filed, the Clerk or other official
designated by the Council may, at the committee's request, submit the petitioner's proposed
ordinance for review as to legal sufficiency by the Village Attorney and/or issue the
appropriate petition blanks to the petitioners' committee, both at the committee's expense.
(c) Petitions.
(i) Number of signatures. Initiative and referendum petitions must be signed by electors
of the Village equal in number to at least ten percent (10%) of the total number of
electors registered to vote at the last regular Village election.
(ii) Form and content. All papers of a petition shall be assembled as one instrument for
filing. Each signature shall be executed in ink and shall be followed by the printed
name and address of the person signing. Petitions shall contain or have attached
thereto throughout their circulation the full text of the ordinance proposed or sought
to be reconsidered, as well as a brief description summarizing such ordinance in plain
language. The petition shall be legally sufficient.
(iii) Affidavit of circulator. Each paper of a petition shall have attached to it when filed an
23
affidavit executed by the circulator thereof stating that s/he personally circulated the
paper, the number of signatures thereon, that all the signatures were affixed in his/her
presence, that s/he believes them to be the genuine signatures of the persons whose
names they purport to be and that each signer had an opportunity before signing to
read the full text of the ordinance proposed or sought to be reconsidered.
(iv) Filing deadline. Except as otherwise provided in paragraph (ii)(B) of subsection (a)
of this Section, all initiative and referendum petitions must be filed within sixty (60)
days of the date on which proceedings with respect to such initiative or referendum
are commenced.
(d) Procedure for filing.
(i) Certificate of Clerk; amendment. Within twenty (20) days after initiative petition is
filed or within five (5) days after a referendum petition is filed, the Clerk or other
official designated by the Council shall complete a Certificate as to its legal
sufficiency, specifying, if it is insufficient, the particulars wherein it is defective and
shall promptly send a copy of the Certificate to the petitioners' committee by certified
mail, return receipt requested (the "Certificate"). Grounds for insufficiency are only
those specified in subsection (c) of this Section. A petition certified insufficient for
lack of the required number of valid signatures may be amended once if the
petitioners' committee files a notice of intention to amend it with the Clerk or other
official designated by the Council within two (2) business days after receiving the
copy of the Certificate and files a supplementary petition upon additional papers
within ten (10) days after receiving the copy of such Certificate. Such supplementary
petition shall comply with the requirements of paragraphs (i) and (ii) of subsection
(c) of this Section, and within five (5) days after it is filed the Clerk or other official
designated by the Council shall complete a Certificate as to the legal sufficiency of
the petition as amended and promptly send a copy of such Certificate to the
petitioners' committee by certified mail, return receipt requested, as in the case of an
original petition. If a petition or amended petition is certified sufficient, or if a
petition or amended petition is certified insufficient and the petitioners' committee
does not elect to amend o r request C ouncil review u nder p aragraph (ii) oft his
subsection (d) within the time required, the Clerk or other official designated by the
Council shall promptly present his/her Certificate to the Council and such Certificate
shall then be a final determination as to the sufficiency of the petition.
(ii) Council review. If a petition has been certified insufficient and the petitioners'
committee does not file notice of intention to amend it or if an amended petition has
been certified insufficient, the committee may, within two (2) business days after
receiving the copy o f s uch C ertificate, file a request t hat i t be reviewed by the
Council. The Council shall review the Certificate at its next meeting following the
filing of such request and approve or disapprove it, and the Council's determination
shall then be a final determination as to the sufficiency of the petition.
24
(e) Action on petitions.
(i) Action by Council. When an initiative or referendum petition has been finally
determined sufficient, the Council shall promptly consider the proposed initiative
ordinance or reconsider the referred ordinance by voting its repeal, all in the manner
provided in Article IV. The repeal of an ordinance relating to the levy of ad valorem
taxes shall be by resolution. If the Council fails to adopt a proposed initiative
ordinance without any change in substance within forty-five (45) days or fails to
repeal the referred ordinance within thirty (30) days (or, in the case of a referendum
authorized pursuant to paragraph (ii)(B) of subsection (a) of this Section, within five
(5) days after the date on which the petition is determined to be sufficient), it shall
submit the proposed or referred ordinance to the electors of the Village. I f t he
Council fails to act on a proposed initiative ordinance or a referred ordinance within
the time period contained in paragraph (i) of subsection (e) of this Section, the
Council shall be deemed to have failed to adopt the proposed initiative ordinance or
failed to repeal the referred ordinance on the last day that the Council was authorized
to act on such matter.
(ii) Submission to electors. The vote of the Village on a proposed or referred ordinance
shall be held not less than thirty (30) or more than sixty (60) days from the date the
Council acted or was deemed to have acted pursuant to paragraph (i) of subsection (e)
of this Section that the petition was determined sufficient. If no election is to be held
within the period described in this paragraph, the Council shall provide for a special
election, except that the Council may, in its discretion, provide for a special election
at an earlier date within the described period. Copies of the proposed or referred
ordinance shall be made available at the polls.
(iii) Withdrawal of petitions. An initiative or referendum petition may be withdrawn at
any time prior to the fifteenth (15th) day preceding the day scheduled for a vote of the
Village by filing with the Clerk or other official designated by the Council a request
for withdrawal signed by at least eight -tenths (8/10) of the members of the
petitioners' committee. Upon the filing of such request, the petition shall have no
further force or effect and all proceedings thereon shall be terminated.
(f) Results of election.
(i)
Initiative. I f a m ajority oft he q ualified e lectors v oting on a proposed initiative
ordinance vote in its favor, it shall be considered adopted upon certification of the
election results. If conflicting ordinances are approved at the same election, the one
receiving the greatest number of affirmative votes shall prevail to the extent of such
conflict.
25
(ii) Referendum. If a majority of the qualified electors voting on a referred ordinance vote
against it, it shall be considered repealed upon certification of the election results.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Ord. No. 97-11, ' 1, 4-8-97/6-10-97; Res. No. 97-15, 4-1-97/6-
10-97) [Note: Ord./Res. Nos. need to be added]
Section 5.03. Form of ballots.
A charter amendment, ordinance or other ballot issue to be voted on by the electors shall be
presented for voting by ballot title. The ballot title of a measure may differ from its legal title and
shall be a clear, concise statement describing the substance of the measure without argument or
prejudice. Below the ballot title shall appear the following question: "Shall the above described
[amendment/ordinance/proposal] be adopted'?" Immediately below such question shall appear, in the
following order, the word "YES" and also the word "NO."
(Res. No. 97-15, 4-1-97/6-10-97)
ARTICLE VI. CHARTER AMENDMENTS
Section 6.01. Charter Amendments.
This Charter may be amended in accordance with the provisions of this Article.
(Res. No. 97-15, 4-1-97/6-10-97)
Section 6.02. Procedure to amend.
(a) Initiation. This Charter may be amended in two (2) ways:
(i) By ordinance. The Council may, by ordinance, propose amendments to this Charter
and upon passage of the initiating ordinance shall submit the proposed amendment to
a vote of the electors at the next general election held within the Village or at a
special election called for such purpose.
(ii) By petition. The electors of the Village may propose amendments to this Charter by
petition. Each petition proposing amendments to this Charter shall be commenced, in
the form, filed, certified as to its sufficiency and/or withdrawn in the same manner as
an ordinance proposed by initiative pursuant to Section 5.02.
(b) Submission to electors. Upon certification of the sufficiency of a petition, the Council shall
submit the proposed amendment to a vote of the electors at the next election if such election
is scheduled to be held not less than sixty (60) days or more than one hundred twenty (120)
days from the date on which the petition was certified or at a special election called for such
26
purpose. A special election, if necessary, shall be held not less than sixty (60) days or more
than one hundred twenty (120) days from the date on which the petition was certified.
(c) Results of election. If a majority of the qualified electors voting on a proposed amendment
vote for its adoption, it shall be considered adopted upon certification of the election results.
If conflicting amendments are adopted at the same election, the one receiving the greatest
number of affirmative votes shall prevail to the extent of such conflict.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 6.03. Form of ballot.
Any charter amendment ballot issue to be voted on by the electors shall be presented on the
ballot in the form required by Section 5.03.
(Res. No. 97-15, 4-1-97/6-10-97)
ARTICLE VII. GENERAL PROVISIONS*
*Code reference --General provisions, ch. 1.
Section 7.01. No casino gambling.
There shall be no casino gambling within the Village; provided, however, that nothing herein
shall prevent religious, educational or charitable organizations from holding occasional events which
feature games of chance which are not otherwise prohibited by State or County law.
(Res. No. 97-15, 4-1-97/6-10-97)
Section 7.02. Severability.
If any section or part of section of this Charter shall be held invalid by a court of competent
jurisdiction, such holding shall not affect the remainder of this Charter or the context in which such
section or part of section so held invalid may appear, except to the extent that an entire section or
part of section may be inseparably connected in meaning and effect with the section or part of section
to which such holding shall directly apply.
(Res. No. 97-15, 4-1-97/6-10-97)
27
Code reference—Severability of Code,' 1-13.
Section 7.03. Conflicts of interest; ethical standards.
All Council Members, officials and employees of the Village shall be subject to the standards
of conduct for public officers and employees set by law. In addition, the Council may, by ordinance,
establish a code of ethics for Council Members, officials and employees of the Village.
Without in any way limiting the generality of the foregoing, no member of the Council shall
have a financial interest, direct or indirect, or by reason of ownership of stock or other equity
ownership in any corporation or entity, in any contract or in the sale to the Village or to a contractor
supplying the Village of any land or rights or interests in any land, material, supplies, or services
unless, after full disclosure to the Council of the nature and extent of such interest, the same is
authorized by the Council before the event or accepted and ratified by the Council after the event. No
member of the Council who possesses such a financial interest shall vote on, or participate in the
Council deliberations concerning, any such contract or sale if such interest is more than a de minimis
interest. Any violation of this Section with the knowledge of the person or entity contracting with the
Village shall render the contract voidable by the Council.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Code reference --Village Council, ' 2-21 et seq.
Section 7.04. Village personnel system; merit principle.
All new employments, appointments and promotions of Village officers and employees shall
be made pursuant to personnel procedures to be established by the Manager from time to time. Such
personnel procedures shall be based on principles of merit and fitness.
(Res. No. 97-15, 4-1-97/6-10-97)
Section 7.05. Grants and charitable contributions.
The Village shall not make any grants or charitable contribution to any person or entity,
except such grants or contributions as have been approved by all seven (7) Council Members.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 7.06. Charter revision.
At its first regular meeting in December of every fifth (5th) year after the adoption of this
Charter, commencing with December 1996, the Council shall appoint a Charter revision commission
(the "Charter Revision Commission") consisting of five (5) persons, one (1) of whom shall be a
member of the Council serving a second consecutive term as Council Member and four (4) of whom
28
shall be electors of the Village. If there are no Council Members serving a second consecutive term,
the Council shall appoint to the revision commission one (1) Council Member. The Mayor shall not
be eligible for appointment to the Charter Revision Commission. The Charter Revision Commission
shall commence its proceedings within forty-five (45) days after appointment by the Council. If the
Charter Revision Commission determines that a revision is needed, it shall draft such amendments to
this Charter as it deems appropriate and submit the same to the Council not later than April 1 of the
year following appointment. The report of the Charter Revision Commission may grant to the
Council the option of placing the proposed amendments on the ballot for the next scheduled election.
Otherwise, the Council shall, not less than thirty (30) days or more than sixty (60) days after
submission of the proposed amendments to the Council, submit them to the electors of the Village in
accordance with the provisions of Section 6.02, except that the provisions of subsections (a) and (b)
of such Section shall not apply.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Section 7.07. Variation of pronouns.
All pronouns and any variation thereof used in this Charter shall be deemed to refer to
masculine, feminine, neutral, singular or plural as the identity of the person or persons shall require
and are not intended to describe, interpret, define or limit the scope, extent or intent of this Charter.
(Res. No. 97-15, 4-1-97/6-10-97)
ARTICLE VIII. TRANSITION PROVISIONS*
*Editor's note —The former sections of the Charter printed in this note, with their history,
have become ineffective and no longer a part of the Charter, pursuant to section 8.01 of the Charter,
since the implementation of each such section has been accomplished. Set out herein are former
sections 8.02, 8.05, 8.06, and 8.07:
Section 8.02. Interim governing body.
After adoption of this Charter but prior to the election and acceptance of office of the first
elected Village Council, the governing body for the Village shall be the Dade County Board of
County Commissioners. In acting as the governing body for the Village during this interim period,
the Dade County Board of County Commissioners shall not make decisions which could reasonably
be postponed until the election of the Village board of trustees or which would materially alter or
affect the status quo within the Village boundaries.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92)
29
Section 8.05. Fiscal year and first budget.
The first fiscal year of the Village shall commence on the effective date of this Charter and
shall end on September 30, 1992. The first budget shall be adopted on or before October 30, 1991.
Section 8.06. Transitional ordinances and resolutions.
The Council shall adopt ordinances and resolutions required to effect the transition.
Ordinances adopted within sixty (60) days after the first Council meeting may be passed as
emergency ordinances. These transitional ordinances shall be effective for no longer than ninety (90)
days after adoption, and thereafter may be readopted, renewed or otherwise continued only in the
manner normally prescribed for ordinances.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92)
Section 8.07. Initial election of Council and Mayor.
(a) Transition. This Section shall apply to all primary and regular elections for Council and
Mayor held on or before December 31, 1996[,] and any conflicting provisions of Section 5.01 shall
not apply to such elections.
(b) Election dates. The first Village primary election shall be held on September 3, 1991.
Primary elections shall also be held in 1993 and 1994 on the day of the second State primary
election, or if none are held in any such year, on the first Tuesday following the first Monday of
October. The first Village regular election shall be held on September 17, 1991. Regular elections
shall also be held in November of 1993 and 1994 on the same day U.S. congressional elections are
held, or if none are held in any year, on the first Tuesday following the first Monday of said month
and year.
(c) 1991 elections. The primary and regular elections in 1991 shall be held pursuant to the
procedures set forth in Section 2.03 and Section 5.01(d) and (e), except as follows:
(i) only those candidates will qualify for election who have filed written notice of candidacy
for Council Member or Mayor (but not both) with the Dade County Elections Department, which
notice is received before 5:00 p.m., August 5, 1991[,] and which notice shall:
(A) indicate whether the candidate seeks the office of Council Member or Mayor;
(B) contain the candidate's certification that he is a qualified elector of the State of Florida, is
registered to vote in the Village and has resided continuously within the Village since August 5,
1990;
(C) contain or be accompanied by such other information or statement, if any, as may be
required by the Dade County Elections Department;
30
(D) be signed by the candidate and duly notarized; and
(E) be accompanied by a check payable to the Dade County Elections Department in the
amount of $100.00;
(ii) there will be six (6), rather than three (3), Council positions to be filled;
(iii) the number of candidates on the regular election ballot will be twelve (12), rather than
six (6); or a lesser number equal to two (2) times the number of Council positions to be filled, if any
candidates were duly elected to the Council in the primary;
(iv) the Mayor will be elected to a two (2) year term expiring in 1993;
(v) the three (3) duly elected Council Members receiving the most votes, respectively, will be
elected to three (3) year terms expiring in 1994; for purposes of this provision, any Council Member
duly elected in the primary will be considered to have received more votes than any Council Member
elected in the regular election; and
(vi) the three (3) remaining duly elected Council Members will be elected to two (2) year
terms expiring in 1993.
(d) 1993 elections. The primary and regular elections in 1993 shall be held pursuant to the
procedures set forth in Section[s] 2.03, 2.04 and Section 5.01(d) and (e), except as follows:
(i) the Mayor will be elected to a three (3) year term expiring in 1996; and
(ii) the three (3) duly elected Council Members will be elected to a three (3) year term
expiring in 1996.
(e) 1994 elections. The primary and regular elections in 1994 shall be held pursuant to the
procedures set forth in Section 2.03 and Section 5.01(d) and (e).
(f) Maximum terms. Notwithstanding Section 2.03, any Council Member (including the
Mayor) elected in the 1991 election may serve for a maximum of nine (9) consecutive years on the
Council, and the Mayor elected in 1991 or 1993 may serve for a maximum of five (5) consecutive
years as Mayor.
(g) Induction into office. Those candidates who are elected at the first regular election shall
take office at the initial Council meeting, which shall be held at 7 p.m. on September 23, 1991[,] at
the Key Biscayne Elementary School.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
31
Section 8.01. Temporary nature of Article.
The following sections of this Article are inserted solely for the purpose of effecting the
incorporation of the Village, the transition to a new municipal government, and the transition to two-
year terms for Council Members. Each section of this Article shall automatically, and without further
vote or act of the electors of the Village, become ineffective and no longer a part of this Charter at
such time as the implementation of such section has been accomplished.
(Res. No. 97-15, 4-1-97/6-10-97)
Section 8.04. Taxes and fees.
Until otherwise modified by the Village Council, all municipal taxes and fees imposed within
the Village boundaries by the County as the municipal government for unincorporated Dade County,
which taxes and fees are in effect on the date of adoption of this Charter, shall continue at the same
rate and on the same conditions as if those taxes and fees had been adopted and assessed by the
Village.
(Ord. No. 92-18, ' 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
8.08. Transition provisions to facilitate change to two-year terms.
2002 Elections. This Section shall apply to the 2002 elections for Mayor and Council
Members. Any conflicting provisions of Sections 2.04 and 5.01 shall not apply to such
elections. Elections shall be held in 2002 in the manner described in Section 5.01, except that
only the Mayor's office and Council positions held by Council Members' Scott Bass, Alan Fein,
and Robert Oldakowski shall be filled. The Council Members elected shall serve two (2) year
terms. Thereafter all elections shall be held pursuant to the procedures set forth in Section 2.04
and Section 5.01.
32
No. R-1
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE
CAPITAL IMPROVEMENT REVENUE BONDS
SERIES 2002
Registered Owner: SUNTRUST BANK
Principal Amount: The lesser of (i) $9,987,551 or (ii) the Advances made under the
Resolution (as hereinafter defined)
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 (the "Bank"), from the sources hereinafter mentioned, the Principal
Amount specified above or so much thereof as has been advanced and is outstanding. Subject to
the rights of prior prepayment and redemption described in the Bond, the Bond shall mature on
November 1, 2022. Payments due hereunder shall be made no later than 2:00 p.m. on the date
due, free and clear of any de t r i olding or deductions for
taxes.
This Bond is issued un er authonty of and in ul comp lance 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. 2002-11 duly adopted by the Village
Council of the Village on October 22, 2002 (the "Ordinance") and Resolution No. 2002-48
adopted on November 26, 2002 (the "Resolution", and collectively with the Ordinance, the
"Bond Ordinance"), and is subject to the terms of said Bond Ordinance. This Bond is issued for
the purpose of financing a portion of the costs of construction and equipping of a community
center, including a parking garage and swimming pool, financing architectural, engineering,
environmental, legal and other planning costs related thereto, and paying costs of issuance of the
Bonds. This Bond shall be payable only from the sources identified herein.
Subject to adjustment as provided below, this Bond shall bear interest on the outstanding
principal balance from its date of issuance payable quarterly on the first day of each February,
May, August and November (the "Interest Payment Dates"), commencing February 1, 2003, at
an interest rate equal to 3.59% per annum to but not including November 1, 2012. Commencing
on November 1, 2012 through the maturity date of the Bonds (the "Second Interest Rate
Period"), the interest rate shall be adjusted to a rate equal to (A) the ten-year Federal Reserve
interest rate swap rate (the "Index Rate"), plus 110 basis points, divided by (B) 1.5054 (such
divisor, however, being subject to adjustment if any of the events specified below, providing for
adjustments to interest rates, occurs, so as to provide the Owners of the Bonds the same after-tax
(JDC/013524.0006/M1070902_1}
yield they would otherwise have had in the absence of such occurrence) (the "New Interest
Rate"). The "Index Rate" is currently published at the website:
hap ://fed eralresere. gov/releases/h15/update.
Interest on this Bond shall be computed on the basis of a 360 -day year based on twelve
30 -day months.
Adjustment of Interest Rate For Full Taxability. In the event a Deteiniination of
Taxability shall have occurred during the Initial Interest Rate Period, the rate of interest on the
Bonds shall be increased to a rate per annum equal to 5.5286%, and in the event a Determination
of Taxability shall have occurred during the Second Interest Rate Period, the rate of interest on
the Bonds shall be increased to a rate per annum equal to the New Interest Rate times 1.54 (the
"Taxable Rate"), effective retroactively to the date on which the interest payable on the Bonds is
includable for federal income tax purposes in the gross income of the Owners thereof. In
addition, the Owners of the Bonds or any former Owners of the Bonds, as appropriate, shall be
paid an amount equal to any additions to tax, interest and penalties, and any arrears in interest
that are required to be paid to the United States by the Owners or former Owners of the Bonds as
a result of such Deteinlination of Taxability. All such additional interest, additions to tax,
penalties and interest shall be paid by the Village on the next succeeding Interest Payment Date
following the Determination of Taxability. A "Detein ination 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 Bonds is includable for federal
income tax purposes in the gr = , notice or notification is
not contested with the Interna a ': e b t �, - or any Owners of the
Bonds, or (ii) a determination rt oe interest payable on the
Bonds is includable for federal i o e tax purposes in t e 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 Bonds is includable for federal income tax purposes in the gross income of the Owners
thereof, or (iv) receipt by the Village of an opinion of bond counsel to the Village to the effect
that interest on the Bonds is includable for federal income tax purpose in the gross income of the
Owners thereof
Adjustment of Interest Rate for Partial Taxability. In the event that interest on the Bonds
during any period becomes partially taxable as a result of a Deteiniination of Taxability
applicable to less than all of the Bonds, then the interest rate on the Bonds 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 Bonds (expressed as a percentage); and
(c) C equals the portion of the Bonds the interest on which has become
taxable as the result of such tax change (expressed as a decimal).
{J DC/013524.0006/M 1070902_1 }
2
In addition, the Owners of the Bonds or any former Owners of the Bonds, as appropriate,
shall be paid an amount equal to any additions to tax, interest and penalties, and any arrears in
interest that are required to be paid to the United States by the Owners or former Owners of the
Bonds as a result of such Determination of Taxability. All such additional interest, additions to
tax, penalties and interest shall be paid by the Village on the next succeeding Interest Payment
Date following the Determination of Taxability.
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 Bonds on a tax-exempt
basis, shall be other than thirty-five percent (35%), the interest rate on the Bonds that are bearing
interest on a tax-exempt basis shall be adjusted to the product obtained by multiplying the
interest rate then in effect on the Bonds 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 Bonds or interest thereon remains unpaid (a) if any
law, rule, regulation or exe _ t • by any public body or
governmental agency which c g si o f e n the Bonds or causes a
reduction in yield on the B her Is.. r - ch described above) to the
Owners or any thither Owners o t le Bon• s, in u ing wi o i it ion the imposition of any
excise tax or surcharge thereon, or (b) if, as a result of action by any pubic 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 Bonds (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 foiiiier Owner of the Bonds) by reason of the ownership of the Bonds, 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 determination of the after-tax yield
calculation shall be verified by a firm of certified public accountants regularly employed by the
Bank (or the current Owner of the Bonds) and acceptable to the Village, and such calculation, in
the absence of manifest error, shall be binding on the Village and the Owners.
The principal of this Bond shall be subject to mandatory prepayment in quarterly
installments on each Interest Payment Date, commencing August 1, 2004 (each a "Scheduled
Due Date"). The schedule of principal and interest payments due on each Scheduled Due Date
shall be determined on May 1, 2004, after the last Advance (as defined in Section 10(e) of the
Resolution) has been made in accordance with Section 10(a) of the Resolution. The schedule
shall be deteiiiiined based on an eighteen and one-half (18.5) year amortization schedule of
substantially level payment of principal and interest, with payments of principal and interest
sufficient to fully amortize so much of the principal amount of the Bonds as has been Advanced
hereunder, with the final payment due and payable on November 1, 2022.
{JDC/013524.0006/M 1070902_1 }
3
In the event that there is more than one Owner of the Bonds, (i) the Village shall
determine the amount of each Bond to be redeemed, and (ii) the Village shall give notice to each
Owner of the Bonds at least three (3) days prior to the date of mandatory redemption of the
amount of each Bond to be redeemed.
The principal of and interest on this Bond 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.
This Bond is subject to optional prepayment, upon thirty (30) days written notice to the
Owners of the Bonds, in whole or in part at any time at par, plus accrued interest to the date of
prepayment.
The Village has covenanted and agreed in the Bond Ordinance to appropriate in its
annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues (as defined below)
lawfully available in each fiscal year, amounts sufficient to pay the principal and interest due on
the Bonds 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 legal] v • ' • .1
Ordinance, other than (i) Public S
Statutes, and received by the Villag
(ii) Stormwater Utility Fees as defi
pursuant to Ordinance No. 93-11 adopted by the Village
by Ordinance No. 93-11-A); but only after provision has been made by the Village for the
payment of all essential or legally mandated services not otherwise provided for by ad valorem
taxes. 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
Bondholders 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 Bond 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 Bond Ordinance, subject, however, in all
e the . ayments required under the Bond
apter 166, Florida
tion 5 . i ► e Village Code and
1'<< 9. I rid► tutes, and imposed
Counci on r , 1993 (as amended
{JDC/013524.0006/MI070902_l }
4
respects to the terms of the Bond 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 BOND 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. THE ISSUANCE OF THIS BOND SHALL
NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO
LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR NOR
SHALL THIS BOND CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR
EQUITABLE, UPON ANY PROPERTY OF THE VILLAGE, AND THE HOLDER OF THIS
BOND SHALL HAVE NO RECOURSE TO THE POWER OF TAXATION.
The original registered Owner, and each successive registered Owner of this Bond shall
be conclusively deemed to have agreed and consented to the following terms and conditions:
1. The Vill = . ; • •y.+ t gis t n of Bonds and for the
registration of transfers o . a o Y. ded ' : . ti • onds may be transferred
or exchanged upon the rati � �: t - l . e, upon delivery to the
Village, together with written instructions as to the details of the transfer or exchange, of
such Bonds 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 Bonds may be exchanged for
Bonds 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 Bond 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 Bond shall
be registered upon the books of 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.
3. In all cases in which the privilege of exchanging Bonds or transferring
Bonds is exercised, the Village shall execute and deliver Bonds in accordance with the
provisions of the Resolution. There shall be no charge for any such exchange or transfer
{JDC/013524.0006/M1070902_1 }
5
of Bonds, 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 Bonds for a period of fifteen
(15) days next preceding an interest payment date on such Bonds.
4. All Bonds, 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 Bond shall be prepaid,
such Bond shall not be surrendered in exchange for a new Bond.
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 Bond 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 ap
IN WITNESS WHE ift.; lagef e da has caused this Bond
to be executed by the manual or ac mil e 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 27th day of November, 2002.
{JDC/013524.0006/M1070902_1 }
VILLAGE OF KEY BISCAYNE, FLORIDA
-(�CcPzi.CA, (�
6
Mayor
4410/a/
Village Clerk
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 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
(the "Transferee") as attorney to register the transfer of the
within Bond on the books kept for registration thereof, with full power of substitution in the
premises.
Date
Social Security Number of Assignee
Signature Guaranteed:
NOTICE: Signature(s) must be
guaranteed by a member firm of
the New York Stock Exchange or
a commercial bank or a trust compan
.
NOTICE: No transfer will be regis d o iss n the name of the
Transferee, unless the signature(s) to is assignmen� cones o . name as it appears
upon the face of the within Bond 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 Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common UNIF GIF MIN ACT -
(Cust.)
Custodian for
(Minor)
TEN ENT - as tenants by
the entirety
JT TEN - as joint tenants with
right of survivorship and
not as tenants in common
under Uniform Gifts to Minors
Act of
(State)
Additional abbreviations may also be used though not in the list above.
{JDC/013524.00061M 1070902_1 }
7
AGREEMENT TO MAKE ADVANCES
$9,987,551
Village of Key Biscayne, Florida
Capital Improvement Revenue Bonds, Series 2002
SunTrust Bank, a Georgia banking corporation (the "Bank") hereby agrees to
make advances in accordance with the terms specified in Section 10 of Resolution No.
2002-48, adopted by the Village Council of the Village of Key Biscayne, Florida, on
November 26, 2002, authorizing the above captioned Bonds.
SUNTRUST BANK
By: --,'
KimretNewlin, first Vice President
{JDC/013524.0006/M 1070899_2 }
NOTICE OF ADVANCE
$9,987,551
Village of Key Biscayne, Florida
Capital Improvement Revenue Bonds, Series 2002
SunTrust Bank
777 Brickell Avenue
Miami, FL 33131
The undersigned authorized representative of the Village of Key Biscayne,
Florida hereby requests an Advance to be made on November 27, 2002 in the amount of
$50,000. Please deposit such advance to the account described below. To the best
knowledge of the undersigned, no Event of Default under Resolution No. 2002-48,
adopted by the Village Council on November 26, 2002, approving the above -captioned
Bonds, had occurred and is continuing (which has not been cured or waived) and no
event which, with the giving of notice of the passage of time or both, would constitute an
Event of Default, has occurred and is continuing.
IN WITNESS WHEREOF, the undersigned has set his hand as of the 27th day of
November, 2002.
VILLAGE OF KEY BISCAYNE
By:
Account Information:
Attached
anager
{JDC/013524.0006/M 1070754_2 }
November 26, 2002
To: Village of Key Biscayne, Florida
Re: $9,987,551 Village of Key Biscayne, Florida
Capital Improvement Revenue Bonds, Series 2002
Ladies and Gentlemen:
The undersigned (the "Purchaser") has agreed to purchase from the Village of Key
Biscayne, Florida (the "Village"), the Bonds referenced above (the "Bonds"). The Bonds are
being sold directly to the Purchaser.
The purpose of this letter is to furnish, pursuant to the provisions of Subsections (2), (3)
and (6) of Section 218.385, Florida Statutes, as amended, certain information with respect to the
purchase and sale of Bonds, as follows:
(a) There is no managing underwriter for the Bonds.
(b) There are no "finders," as defined in Section 218.386, Florida Statutes, as
amended, with respect to the Bonds.
(c) There is no underwriting spread with respect to the Bonds.
(d) No management fee will be charged by the Purchaser. No commitment fee
will be charged by the Purchaser.
(e) No fee, bonus or other compensation will be paid by the Purchaser in
connection with the Bonds to any person not regularly employed or
retained by it, except for a fee of $3,000 to Greenberg Traurig, P.A., as
counsel to the Bank.
(f) The name and address of the Purchaser is SunTrust Bank, 777 Brickell
Avenue, Miami, Florida 33131.
(g) The Village is proposing to issue $9,987,551 of Bonds for the purpose of
financing a portion of the costs of construction and equipping of a
community center, including a parking garage and swimming pool,
financing architectural, engineering, environmental, legal and other
planning costs related thereto, and paying costs of issuance of the Bonds.
The Bonds are expected to be repaid over 20 years. At an assumed interest
rate of 3.59% (the fixed rate for the first 10 years) total interest paid over
the life of Bonds will be $4,284,387.87. The source of repayment or
security for the Bonds is expected to be a covenant to budget and
appropriate from legally available Non -Ad Valorem Revenues of the
{JDC/013524.0006/M 1070618_2 }
Village. Assuming the interest rate on the Bonds remains at 3.59% over
the life of the Bonds, authorizing the Bonds will result in a maximum
amount of $605,000 of Non -Ad Valorem Revenues not being available to
finance the other services of the Village each fiscal year for 20 years.
(h) The Purchaser understands that you require no other disclosures with
respect to the Bonds.
Very truly yours,
SUNTRUST BANK
By:
Kimrey,wl' ice President
{JDC/013524.0006/M 1070618_2 } 2
ADORNO & Yoss
A PROFESSIONAL ASSOCIATION
DIVISION OF BOND FINANCE
02 NOV 21 AM 9: VI
260 I SOUTH BAYSHORE DRIVE, SUITE 1600
MIAMI, FLORIDA 33133
TELEPHONE (305) 858-5555
WWW.ADORNO.COM
November 20, 2002
VIA FEDERAL EXPRESS
State of Florida
Division of Bond Finance
State Board of Administration
1801 Hermitage Boulevard - Suite 100
Tallahassee, FL 32308
Attention: Sharon Williams
Re: $9,987,551 Village of Key Biscayne, Florida
Capital Improvement Revenue Bonds, Series 2002
Ladies and Gentlemen:
FACSIMILE
305-858-4777
DIRECT LINE
305-860-7276
We are serving as Bond Counsel for the issuance by the Village of Key Biscayne, Florida
of its $9,987,551 Capital Improvement Revenue Bonds, Series 2002 (the "Bonds"). The purpose
of this letter is to inform you, as required by Section 218.38, Florida Statutes, as amended, that
the Bonds are expected to be sold pursuant to negotiated sale (private placement) on November
26, 2002 and issued on November 27, 2002.
The Bonds are being issued to provide funds to finance a portion of the costs of
construction and equipping of a community center, including a parking garage and swimming
pool, finance architectural, engineering, environmental, legal and other planning costs related
thereto, and pay costs of issuance of the Bonds.
We will send to you Form 2003/2004 when available. If you have any questions, please
call me at 305-860-7276.
Please acknowledge receipt of this letter and return it to my attention.
Very truly yours,
ADORN & YOS P.A.
€_.(2.-A--
Jeffrev%DII? Carlo
{JDC/O 13524.0006/M 10704 10_
BOCA RATON • FORT LAUDERDALE
NAPLES
WEST PALM BEACH
INCUMBENCY CERTIFICATE
CONCHITA H. ALVAREZ, Village Clerk of the Village of Key Biscayne, Florida (the
"Village"), DOES HEREBY CERTIFY as follows:
The following have been continuously during the period from the beginning of
their respective terms and ending on the ending date of their respective terms shown below, and
in particular on October 8, 2002 and October 22, 2002, the dates on which Ordinance No. 2002-
11 (the "Bond Ordinance") authorizing the issuance of not exceeding $9,987,551 Village of Key
Biscayne, Florida Capital Improvement Revenue Bonds, Series 2002 (the "Bonds"), and
Ordinance No. 2002-10, authorizing the capital project to be financed with the Bonds, were
considered and adopted, 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
Scott Bass
Martha Fdez-Leon Broucek
Alan H. Fein
Mortimer Fried
Robert Oldakowski
James L. Peters
Joe I. Rasco
Beginning Date of Term
November 10, 1998
November 14, 2000
November 10, 1998
November 14, 2000
November 10, 1998
November 14, 2000
November 14, 2000
Ending Date of Term
November 12, 2002
November 9, 2004
November 12, 2002
November 9,2004
November 12, 2002
November 9, 2004
November 12, 2002
The following are now, and have been continuously since the dates of beginning
of their respective terms shown below, and in particular on November 26, 2002, the date on
which Resolution No. 2002-48, authorizing the issuance of the Bonds, was adopted, the duly
elected, qualified and acting members of the Council, and the dates of the beginning and ending
of their respective terms are hereunder correctly designated opposite their names.
Member
Martha Fdez-Leon Broucek
Carol Diaz -Castro
Mortimer Fried
Jorge Mendia
Robert Oldakowski
James L. Peters
Robert L. Vernon
Beginning Date of Term
November 16, 2000
November 26, 2002
November 16, 2000
November 21, 2002
November 26, 2002
November 16, 2000
November 21, 2002
Ending Date of Current Term
November 9, 2004
November 9, 2004
November 9, 2004
November 9, 2004
November 9, 2004
November 9, 2004
November 9, 2004
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:
{JDC/013524.0006/M 1070618_2 }
Title
Mayor
Village Clerk
Village Manager
Village Attorney
Name
Robert Oldakowski
Conchita H. Alvarez
Jacqueline R. Menendez
Weiss Serota & Helfman, P.A.
Beginning Date Ending Date
of Current Term of Current Term
November 26, 2002 November 16, 2004
November 14, 1996 Discretion of Council
May 6, 2002 Discretion of Council
November 29, 1991 Discretion of Council
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
the Village this 27th day of November, 2002.
{JDC/013524.0006/M 1070618_2 } 2
SIGNATURE AND NO LITIGATION CERTIFICATE
We, the undersigned, DO HEREBY CERTIFY that:
1. We did heretofore cause to be officially documented the $9,987,551
Capital Improvement Revenue Bonds, Series 2002 of the Village of Key Biscayne, Florida (the
"Village") dated November 27, 2002, issued as one Bond in the principal amount of $9,987,551
(the "Bonds").
2. Robert Oldakowski, Mayor of the Village, has executed the Bonds by his
manual signature, and the Mayor was on the date his signature was placed on the Bonds and is
now the duly elected, qualified and acting Mayor of the Village.
3. We have caused the official seal of the Village to be imprinted on the
Bonds, and Conchita H. Alvarez, Village Clerk of the Village, caused such seal to be attested by
her signature, and said Conchita H. Alvarez was on the date her signature was placed on the
Bonds and is now the duly appointed, qualified and acting Village Clerk of the Village.
4. The seal which has been impressed on the Bonds and upon this certificate
is the legally adopted, proper and only seal of the Village.
5. The Village Council, by Ordinance No. 2002-11 adopted on October 22,
2002 and by Resolution No. 2002-48 adopted on November 26, 2002 (collectively, the "Bond
Ordinance"), has authorized the issuance of the Bonds, and said Bond Ordinance has not been
modified or amended since the date of such adoption. The Village Council, by Ordinance No.
2002-10 adopted on October 22, 2002 (the "Capital Project Ordinance") has authorized the
capital project to be financed with the Bonds and said Capital Project Ordinance has not been
modified or amended since the date of such adoption.
6. The Village has complied with all of the agreements and satisfied all
conditions on its part to be performed or satisfied at or prior to delivery of the Bonds.
7. No approval, authorization, consent or other order of any public board or
body which has not heretofore been obtained is required for the issuance and delivery of the
Bonds.
8. No litigation or other proceedings to which the Village is a party are
pending, or, to our knowledge, threatened, in any court or other tribunal of competent
jurisdiction, state or federal, in any way (a) restraining or enjoining the issuance, sale or delivery
of the Bonds, (b) questioning or affecting the validity of the Bonds or the covenant by the Village
to budget and appropriate from available non -ad valorem revenues of the Village, as specified in
the Bond Ordinance, to pay the principal of and interest on the Bonds, as provided under the
aforesaid documents, (c) questioning or affecting the validity of any proceedings for the
authorization, sale, execution, issuance or delivery of the Bonds, (d) questioning or affecting the
organization or existence of the Village or the title to office of the elected officials or officers
{JDC/013524.0006/M 1070618_2 }
thereof, or (e) questioning or affecting the power and authority of the Village to issue the Bonds,
nor do the undersigned have any knowledge that there is any basis therefor.
9. The execution, delivery, receipt and due performance of the Bonds under
the circumstances contemplated thereby and compliance with the provisions thereof do not
conflict with or constitute a breach of or a default under any existing law, court or administrative
regulation, decree or order or any agreement, indenture, lease or other instrument to which the
Village is subject or by which the Village is or may be bound.
10. There has been no material adverse change in the financial condition or
operations of the Village since September 30, 2001 (the date of its last annual audited financial
statements).
IN WITNESS WHEREOF, we have hereunto set our hands and affixed the official seal
of the Village this 27th day of November, 2002.
(SEAL)
/le
SIGNATURE TITLE OF OFFICE TERM OF OFFICE EXPIRES
/ /Village
Clerk Discretion of Mayor November 16, 2004
Vei Village Council
{JDC/013524.0006/M 1070618_2 } 2
CERTIFICATE OF PURCHASER
The undersigned, on behalf of the Purchaser, SUNTRUST BANK (the "Purchaser"),
hereby certifies and acknowledges in connection with the purchase by it of $9,987,551 Village of
Key Biscayne, Florida, Capital Improvement Revenue Bonds, Series 2002 (the "Bonds") that:
1. The Purchaser has received executed copies of Ordinance No. 2002-11 and
Resolution No. 2002-48 adopted by the Village Council of the Village of Key Biscayne,
Florida (the "Village") on October 22, 2002 and November 26, 2002 respectively, and
said Ordinance and Resolution are in form and substance satisfactory to the Purchaser.
2. The Purchaser has conducted its own investigations, to the extent it deems
satisfactory or sufficient, into matters relating to the business, properties, management,
and financial position and results of operations of the Village in connection with the
issuance by the Village of the Bonds; it has received such information concerning the
Village as it deems to be necessary in connection with investment in the Bonds; and
during the course of this transaction and prior to the purchase of the Bonds it has been
provided with the opportunity to ask questions of and receive answers from the Village
concerning the terms and conditions of the offering of the Bonds, and to obtain any
additional information needed in order to verify the accuracy of the information obtained.
3. The Purchaser has sufficient knowledge and experience in financial and
business matters, including purchase and ownership of municipal and other tax-exempt
obligations, to be able to evaluate the risks and merits of the investment represented by
the purchase of the above -stated principal amount of the Bonds.
4. The Purchaser is aware that certain economic variables could affect the
security of its investment in the Bonds and the Purchaser is able to bear the economic
risks of such investment.
5. The Purchaser understands that no offering statement, prospectus, offering
circular or other comprehensive offering statement containing material information with
respect to the Village and the Bonds is being issued in connection with the Bonds and that
it has made its own inquiry and analysis with respect to the Bonds and the security
therefor, and other material factors affecting the security for and payment of the Bonds.
6. The Purchaser acknowledges and represents that it has not sought from
Bond Counsel or received from Bond Counsel or looked or relied upon Bond Counsel for
any information with respect to the Village or its financial condition, other than reliance
upon the Bond Counsel opinion.
7. The Purchaser is a bank as defined in Section 3(a)(2) of the Securities Act
of 1933, as amended.
{JDC/013524.0006/M 1070618_2 }
8. The Purchaser hereby certifies that it is purchasing the Bonds for its own
account for the purpose of investment and not for resale at a profit, and it has no present
intention of reselling or otherwise redistributing the Bonds. The Purchaser will not sell
the Bonds except to another institutional or accredited investor who will execute a
Certificate of Purchaser in form and substance identical to this Certificate which certifies
that it is purchasing the Bonds for its own account and not for resale, and will not sell,
convey, pledge or otherwise transfer the Bonds without prior compliance with applicable
registration and disclosure requirements of state and federal securities laws.
Dated this 27th day of November, 2002.
SUNTRUST BANK
By:
Kimrey Neu,. Fiji Vice President
{JDC/013524.0006/M 1070618_2 } 2
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 $9,987,551 Capital Improvement Revenue
Bonds, Series 2002 (the "Series 2002 Bonds"). The undersigned is the official charged with others
with responsibility for issuing the Series 2002 Bonds.
1. General
(a) The Series 2002 Bonds are being issued on the date hereof pursuant to
Ordinance No. 2002-11 adopted by the Village Council on October 22, 2002 and Resolution No.
2002-48 adopted by the Village Council on November 26, 2002 (collectively, the "Bond Ordinance")
to provide funds to finance a portion of the costs of construction and equipping of a community
center, including a parking garage and swimming pool, finance architectural, engineering,
environmental, legal and other planning costs related thereto, and pay costs of issuance of the Bonds
(the "Project"). Capitalized terms used herein but not otherwise specifically defined have the same
meanings as when used in the Bond Ordinance.
(b) This certification is made under 26 CFR § 1.148-2(b)(2) relating to "arbitrage
bonds" as defined in Section 148 of the Internal Revenue Code of 1986, as amended (the "Code").
Terms used herein which are not capitalized or specifically defined have the same meanings as when
used in 26 CFR §§ 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 2002 Bonds will be used in any manner that would cause the Series 2002
Bonds 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.
2. Source and Use of Proceeds
(a) Advances of Bond proceeds under the Bond Ordinance (the "Advances") may
be made in an aggregate amount not to exceed $9,987,551 upon the request of the Village. On the
date hereof, the first Advance in the amount of $50,000 will be made to the Village.
(b) $28,000 of the First Advance will be used within six months of the date hereof
to pay costs of issuing the Series 2002 Bonds.
(c) The remainder of the First Advance and all other Advances will be deposited
in the Project Fund on the dates received and used, together with all amounts derived from the
investment of thereof, to pay for costs of the Project. The Village reasonably expects that all
amounts in the Project Fund will be fully spent within three (3) years from the date hereof.
{JDC1013524.0006/M 1071144_2 }
Arbitrage Certificate
(d) The Advances, together with all amounts derived from the investment thereof,
will not exceed by any amount the amount necessary for the governmental purposes of the Series
2002 Bonds.
(e) The Village reasonably expects to incur within six months of the date hereof
substantial binding obligations to third parties in an aggregate amount in excess of $500,000 to
acquire and construct the Project. Work on the Project and the expenditure of the Advances will
proceed with due diligence to the completion thereof. The Village reasonably expects that at least 85
percent of the Advances deposited in the Project Fund will be applied to pay costs of the Project
within three years of the date hereof.
(f) No portion of the Advances or amounts derived from the investment thereof
will be used to pay debt service on any other debt obligation of the Village.
(g) The Village will not treat any amount in excess of $100,000 as being used to
reimburse an expenditure paid before the date hereof unless the requirements of 26 CFR § 1.1 50-
2(d) relating to reimbursement allocations are met with respect to such expenditure. The preceding
sentence shall not apply to preliminary expenditures with respect to a project to the extent that the
amount of such expenditures does not exceed 20% of the aggregate issue price of the portion of an
issue or issues that finance or are reasonably expected to finance the project for which the
preliminary expenditures were incurred. Preliminary expenditures with respect to a project means
architectural, engineering, surveying, soil testing, costs of issuance, and similar costs incurred prior
to commencement of acquisition, construction, or rehabilitation of the project, other than land
acquisition, site preparation, and similar costs incident to commencement of construction.
(h) The Village reasonably expects that the Project will continue throughout the
term of the Series 2002 Bonds to be owned and operated by the Village.
3. Flow of Funds
(a) The Village is required under the Bond Ordinance on each Interest Payment
Date to deposit Non -Ad Valorem Revenues into the Bond Fund, which, together with other moneys
therein, are sufficient to pay the principal of and interest on the Series 2002 Bonds on such Interest
Payment Date.
(b) The Bond 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 Bond Fund
and 1/12 of annual debt service on the Series 2002 Bonds). All amounts in the Bond Fund will be
expended to pay debt service on the Series 2002 Bonds 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 2002 Bonds
and will not be available if needed to pay such debt service.
Arbitrage Certificate
{JDC/013524.0006/M1071144_2}
2
4. Yield Restrictions
(a) The restrictions set forth in this Section 4 apply to taxable investments. For
this purpose, taxable investments include all investments other than obligations the interest on which
is (i) excluded from gross income for federal income tax purposes; and (ii) not an item of tax
preference for federal alternative minimum tax purposes.
(b) Advances and interest or income derived from the investment thereof will not
be invested in taxable investments that produce a yield over the term of the Series 2002 Bonds that is
materially higher than the yield on the Series 2002 Bonds (within the meaning of 26 CFR § 1.148-
2(d)(2)) except as follows:
(i) Such amounts may be invested without regard to yield until the date
that is 3 years after the date hereof;
(ii) Such amounts that represent investment earnings may be invested
without regard to yield for a 1 -year period beginning on the date of receipt thereof; and
(iii) An additional amount not in excess of $100,000 may be invested
without regard to yield.
(c) Amounts in the Bond Fund that are not to be used within 13 months of the
date of receipt thereof (12 months if the amounts are interest or income from the investment of such
amounts) to pay principal or interest on the Series 2002 Bonds will not be invested in taxable
investments that produce a yield over the term of the Series 2002 Bonds that is materially higher than
the yield on the Series 2002 Bonds (within the meaning of 26 CFR §1.148-2(d)(2)) except to the
extent that the aggregate amount so invested does not exceed the difference between $100,000 and
any amount invested pursuant to the $100,000 exception under 4(b)(iii) hereof
(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
2002 Bonds. There are not any amounts that have been reserved or otherwise set aside such that there
is a reasonable assurance that such amounts will be available to pay principal or interest on the Series
2002 Bonds. In addition, the Village has not entered into, and does not reasonably expect to enter
into within the next thirty days, a hedge contract primarily for the purpose of reducing the Village's
risk of interest rate changes with respect to the Series 2002 Bonds. 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 2002 Bonds to the extent necessary to preserve the federal income tax
exemption of interest on the Series 2002 Bonds.
(e) There are no amounts held under any agreement requiring the maintenance of
amounts at a particular level for the direct or indirect benefit of the owners of the Series 2002 Bonds
or any guarantor of the Series 2002 Bonds, excluding for this purpose amounts in which the Village
Arbitrage Certificate
{JDC/013524.0006/M1071144_2}
3
may grant rights that are superior to the rights of the owners of the Series 2002 Bonds or any
guarantor of the Series 2002 Bonds and amounts that do not exceed reasonable needs for which they
are maintained and as to which the required level is tested no more frequently than every six (6)
months and that may be spent without any substantial restriction other than a requirement to
replenish the amount by the next testing date.
(f) There are no amounts that have a sufficiently direct nexus to the Series 2002
Bonds to conclude that the amounts would have been used for debt service on the Series 2002 Bonds
if the proceeds of the Series 2002 Bonds were not being used for those purposes.
(g) The yield on the Series 2002 Bonds for purposes of this Section 4 will be
computed on the basis of a 30 day month and 360 day year and with interest compounded
semiannually.
(h) 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.
5. Project Fund
Amounts on deposit in the Project Fund will be used for the payment of costs of
acquisition and construction of the Project. No portion of the proceeds of the Bonds will be used for
reimbursement of expenditures paid by the Village prior to the date of issuance of the Series 2002
Bonds except for (i) preliminary capital expenditures incurred before commencement of acquisition
or construction of the Project that do not exceed twenty percent (20%) of the portion of the issue
price of the Series 2002 Bonds, and (ii) capital expenditures that (A) were paid no earlier than sixty
(60) days before the date of the adoption by the Village of a declaration of intent to reimburse such
expenditures from the proceeds of obligations, and (B) are reimbursed no later than eighteen (18)
months after the later of the date the expenditure was paid or the date the Project is placed in service
(but no later than three (3) years after the expenditure is paid). Proceeds (if any) used for
reimbursement of expenditures will be deposited in the general fund of the Village and will not be
used to replace funds of the Village to be used to refund debt of the Village to create a sinking or
pledged fund for such debt or the Series 2002 Bonds or otherwise to create replacement proceeds for
such debt or for the Series 2002 Bonds.
6. Qualified Tax -Exempt Obligations
(a) The Village reasonably expects that the aggregate face amount of all tax-
exempt obligations issued by the Village during calendar year 2002 will not exceed $10 million. The
Village represents that neither the Village nor any subordinate entities or entities issuing tax-exempt
obligations on behalf of the Village within the meaning of Section 265(b)(3) of the Code have issued
Arbitrage Certificate
{JDC/013524.0006/M1071144_2}
4
tax-exempt obligations during calendar year 2002 and neither the Village nor any such entities
expect to issue tax-exempt obligations during calendar year 2002, other than the Series 2002 Bonds.
For purposes of this paragraph (a):
(i) The Village and all entities that issue obligations on behalf of the
Village are treated as the Village, and all obligations issued by any entity subordinate to another
entity are treated as issued by such other entity.
(ii) The term "obligation" includes any bond or note (whether or not
recourse), any warrant, any lease purchase agreement, and any other instrument that is treated as an
obligation for purposes of section 103 of the Code, except that such term shall not include: any
private activity bond (as defined in section 141 of the Code) or any current refunding obligation;
(iii) An obligation is "tax-exempt" if: (a) interest on the obligation is
excluded from gross income for federal income tax purposes; (b) at the time of issuance of the
obligation it was represented to the purchaser that interest on the obligation is or may be excluded
from such gross income; or (c) the proceeds of the obligation were derived (directly or indirectly)
from proceeds of a tax-exempt obligation.
(iv) An obligation that is part of an issue is a refunding obligation to the
extent that: (a) proceeds of the issue are used to pay principal or interest on an obligation that is part
of another issue; and (b) the amount of the refunding obligation does not exceed the amount of the
refunded obligation (determined at the time of issuance of the refunding obligation). For this
purpose, the amount of an obligation is the stated principal amount plus accrued unpaid interest (or,
if the original issue premium or discount exceeds 2 percent, the present value of the obligation).
(v) A refunding obligation is a current refunding obligation if no portion
of the proceeds of the issue of which the refunding obligation is a part is used (directly or indirectly)
to pay principal, interest, or call premium on any obligation that is part of another issue more than 90
days after the date of issue of the refunding obligation.
(b) The Series 2002 Bonds have been designated by the Village as qualified tax-
exempt obligations (as defined in section 265(b)(3)(B) of the Code) in Section 13 of the Resolution.
7. Miscellaneous
(a) No more than 50 percent of the proceeds of the Series 2002 Bonds will be
invested in nonpurpose investments having a substantially guaranteed yield for four years or more
(within the meaning of section 149(g)(3)(A)(ii) of the Code). More than 85 percent of the spendable
proceeds of the Series 2002 Bonds (within the meaning of section 149(g)(3)(A)(ii) of the Code) will
be reasonably expended for the governmental purposes within three years of the date of hereof.
Arbitrage Certificate
(JDC/013524.0006/M1071144_2}
5
(b) Amounts that are subject to yield restriction under Section 4 hereof
(determined without regard to the $100,000 exception) will not be invested (directly or indirectly) in
federally insured deposits or accounts (within the meaning of section 149(b)(4)(B) of the Code) if
such investment would exceed the limit of 5 percent of the proceeds of the Series 2002 Bonds
contained in section 149(b)(2)(B) of the Code.
(c) No portion of the proceeds of the Series 2002 Bonds will be used as a
substitute for other funds that were otherwise to be used as a source of financing for any portion of
the Project.
(d) There are no other obligations of the Village (i) that are or will be sold within
15 days of the date hereof; 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 2002 Bonds.
(e) The Village has covenanted that neither the Village nor any person under the
control or direction of the Village will make any investment or use of the proceeds of the Series 2002
Bonds that would cause the Series 2002 Bonds to be "arbitrage bonds" within the meaning of section
148 of the Code. No portion of the proceeds of the Series 2002 Bonds will be intentionally used in
the manner described in section 148(a)(1) or (a)(2) of the Code.
(f) The Village has covenanted to comply with the arbitrage rebate requirements
under section 148(f) of the Code to the extent they apply to the Series 2002 Bonds. See Section 14 of
the Resolution and Exhibit "A" attached hereto.
(g) The Village reasonably expects that at least 75 percent of the available
construction proceeds (within the meaning of section 148(f)(4)(C)(vi) of the Code) of the Series
2002 Bonds will be used for construction expenditures with respect to property owned by the
Village.
(h) 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 2002
Bonds 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).
(i) All investments of amounts deposited in any fund or account created by or
pursuant to the Bond Ordinance, or otherwise containing gross proceeds of the Series 2002 Bonds,
within the meaning of section 148 of the Internal Revenue Code of 1986 (the "Code") shall be
acquired, disposed of, and valued (as of the date that valuation is required by the Bond Ordinance or
the Code) at Fair Market Value. For this purpose, Fair Market Value means the price at which a
willing buyer would purchase the investment from a willing seller in a bona fide arm's length
transaction (determined as of the date the contract to purchase or sell the investment becomes
Arbitrage Certificate
{JDC/013524.0006/M1071144_2}
6
binding) if the investment is traded on an established securities market (within the meaning of
section 1273 of the Code) and, otherwise the term Fair Market Value means the acquisition price in a
bona fide arm's length transaction (as referenced above) if (i) the investment is a certificate of deposit
that is acquired in accordance with applicable regulations under the Code, (ii) the investment is an
agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically
negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or
other investment agreement) that is acquired in accordance with applicable regulations under the
Code, (iii) the investment is a United States Treasury Security -State and Local Government Series
that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt,
or (iv) the investment is in any commingled investment fund in which the Village and related parties
do not own more than a ten percent (10%) beneficial interest therein and the return paid by the fund
is without regard to the source of investment.
(j) The Village will use a consistently applied accounting method to account for
investments and expenditures of proceeds of the Series 2002 Bonds. Allocations of Series 2002
Bond proceeds to expenditures will be made only with respect to a current outlay of cash of the
expenditures. The Village will not invest proceeds of the Series 2002 Bonds in a commingled fund in
which the Village owns more than 10 percent of the beneficial interest thereof. The Village will
maintain books and records until six years after the date of retirement or redemption of the Series
2002 Bonds sufficient to (i) establish the accounting method used, (ii) account for all investment of
proceeds of the Series 2002 Bonds, and (iii) substantiate the allocation of proceeds of the Series 2002
Bonds to expenditures. In the event such allocations of Series 2002 Bond proceeds to expenditures
are not made within 60 days after the date of five years after the date hereof, the Village will use a
specific tracing accounting method to account for investment and expenditures of proceeds of the
Series 2002 Bonds.
[Remainder of this page intentionally left blank]
Arbitrage Certificate
{JDC/013524.0006/M1071144_2}
7
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day of
November, 2002.
VILLAGE OF KEY BISCAYNE, FLORIDA
By: .4,0 Ca -,u. Ct L. ----
Robert Oldakowski, Mayor
Arbitrage Certificate
{JDC/013524.0006/M1071144_2}
8
EXHIBIT "A"
ARBITRAGE REBATE COVENANTS
The Village of Key Biscayne, Florida (the "Village") hereby covenants to comply with the
following provisions and procedures to insure that its $9,987,551 Capital Improvement Revenue
Bonds, Series 2002, being issued on the date hereof (the "Series 2002 Bonds") comply with the
arbitrage requirements of section 148 of the Code. The covenants herein shall not apply to the extent
the Series 2002 Bonds qualify for one of the spending exceptions to arbitrage rebate in Section
148(f)(4) 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 same day in each calendar year selected by the
Village and the date the last Series 2002 Bond is discharged.
"Gross Proceeds" means: (i) all amounts actually or constructively received
from the sale of the Series 2002 Bonds (exclusive of accrued interest) and all amounts derived from
the investment thereof; and (ii) all amounts that are part of a sinking fund or reserve or replacement
fund for the Series 2002 Bonds. Such term shall not include amounts that are part of a bona fide debt
service fund for the Series 2002 Bonds.
"Rebate Account Requirement" as of any Calculation Date means the rebate
amount with respect to the Series 2002 Bonds as of such date calculated in the manner provided in
26 CFR §§ 1.148-1 -1.148-11. Investments need not be taken into account in calculating the rebate
amount to the extent that such amounts are eligible for an exemption from the requirements of
Section 148 of the Code under Section 148(f) of the Code.
"Rebate Payment Date" means sixty (60) days after each succeeding fifth
Calculation Date.
2. In General
In order for interest on the Series 2002 Bonds to be excluded from gross income for
federal income tax purposes, arbitrage profits earned from investing all the Gross Proceeds must be
paid to the United States no later than each Rebate Payment Date.
{JDC/013524.0006/M 1071144_2 }
Arbitrage Certificate
3. Rebate Fund and Payment
(a) The Village shall calculate the Rebate Account Requirement as of each
Calculation Date no later than fifty (50) days after each Calculation Date.
(b) No later than fifty (50) days after each Calculation Date, the Village shall
deposit in the Rebate Fund the amount, if any, necessary to increase the amount in such Fund to the
Rebate Account Requirement.
(c) The Village shall pay any amount required to be paid to the United States
under section 148(f) of the Code out of amounts in the Rebate Fund no later than each Rebate
Payment Date.
(d) The Village may withdraw from the Rebate Fund any excess of the amount on
deposit in the Rebate Fund over the Rebate Account Requirement calculated as of a Calculation
Date.
4. Rebate Calculations
(a) The rebate amount as of any Calculation Date is computed by future valuing
certain investment receipts and payments at an interest rate equal to the yield on the Series 2002
Bonds computed as of the Calculation Date.
(b) The yield on the Series 2002 Bonds shall be computed in accordance with 26
CFR § 1.148-4(c) on the basis of a 30 day month and 360 day year and with interest compounded
semiannually.
(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 calculations relating to the Rebate Account Requirement 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 2002 Bond
is discharged.
(d) Payments to the United States shall be filed with the Internal Revenue Service
Center, Ogden, Utah 84201 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. Investment Restrictions
(a) No investment of Gross Proceeds (other than a United States Treasury security
of the State and Local Government Series) will 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.
Arbitrage Certificate
{JDC/013524.0006/M1071144_2}
2
(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 2002 Bonds;
(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 less than
the yield then available from the obligor on reasonably comparable investment contracts offered to
other persons, if any, from a source of funds other than gross proceeds of tax-exempt bonds.
(c) The Village shall not use Gross Proceeds to purchase a certificate of deposit
that is not actively traded in an active secondary market if the certificate of deposit has a fixed
interest rate, a fixed principal payment schedule, a fixed maturity, and a substantial penalty for early
withdrawal ("CD") unless the yield on the CD is not less than: (i) the yield on reasonably comparable
direct obligations of the United States; and (ii) the highest yield that is published or posted by the
provider to be currently available from the provider on comparable CDs offered to the public.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 27th day of
November, 2002.
VILLAGE OF KEY BISCAYNE, FLORIDA
Arbitrage Certificate
{JDC/013524.0006/M1071144_2)
By:
3
/149(eat tit,_
Robert Oldakowski, Mayor
ADORNO & Yoss
A PROFESSIONAL ASSOCIATION
2601 SOUTH BAYSHORE DRIVE, SUITE 1600
MIAMI, FLORIDA 33133
TELEPHONE (305) 858-5555
WWW.ADORNO. COM
FACSIMILE
305-858-4777
DIRECT LINE
305-860-7276
November 27, 2002
VIA CERTIFIED RETURN RECEIPT REQUESTED
Z299-857-969
Internal Revenue Service Center
Ogden, UT 84201
Re: $9,987,551 Village of Key Biscayne, Florida
Capital Improvement Revenue Bonds, Series 2002
Gentlemen:
Enclosed herewith please find Form 8038-G, Information Return for Tax -Exempt
Governmental Obligations, for the above -referenced bond issue. Please stamp the enclosed copy
of this Form "received", and return -same in the enclosed self-addressed, stamped envelope.
Thank you in advance for your consideration.
Very truly yours,
ADORNO & YOSS .A.
z(
JDC/clm
Enclosure
Jeffrey D. DeCarlo
{JDC/O I 3524.0006/M10723 14_ I }
BOCA RATON
FORT LAUDERDALE
NAPLES
•
WEST PALM BEACH
Form 8038-G
tF tio�ember 2000}
Depa t' rat of the Treasury
Inte,^DI Revenue Seance
Information Return for Tax -Exempt Governmental Obligations
0. Under internal Revenue Code section 149(e)
► See separate Instructions.
Caution: If the issue price is under $100,000, use Form 8038 -GC.
OMB No 1545-0720
Part I L
Reporting Authority
If Amended Return, check here 0-7
1 Issuer's name
VILLAGE OF KEY BISCAYNE, FL' DA
2 Issuer's employer identification number
65-0291811
3 Number and street (or P a box if mail is not delivered to street address)
88 West McIntyre Street
Room/suite
201
4 Report number
3 2002-1
5 City, town, or post office, state, and ZIP code
Key Biscayne, FL 33149
6 Date of issue
.):OVEMBER 27, 202
7 Name of issue
Capital Improvement Revenue Bonds, Series
2002
8 CUSIP number
N/A
9 Name and title of officer or legal representative whom the IRS may call for more information
Jacqueline Menendez, Village Manager
10 Telephone number of officer or 'e;al representative
305-365-5506
Part II
Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule
11 I Lducatlon
11
12 ri Health and hospital
12
13 u Transportation
13
14 ; Public safety
14
I
15 E Environment (including sewage bonds)
i5
16 f! Housing
16
17 ❑ Utilities
17
18 X Other. Describe ► Community center
18
9, 987, 551
19 If obligations are TANs or RANs, check box ► fl If obligations are BANs, check box ►
20 If obligations are in the form of a lease or installment sale, check box ►
71
II II
Part III
Description of Obligations. (Complete for the entire issue for which this form is being filed.)
21
(a) Final maturity date
(b) Issue price
(c) Stated redemption
price at maturity
(d) Weighted
average maturity
(e) Yield
r7Gt--/&0722 =_
$ 9,987,551
N/A years
I
Variable%
PartIV 4987(551
ssue (including underwriters' discount)
22 Pro 6 e for, accruedrint idst
23 Issu ce ent'r ' sti "( ttlnramount from line 21, column (b))
24 Proofed c t;osts (including underwriters' discount)
24
28,000
22
23
9 , 9 8 7 , 5 51
29
28, 000 .00
25 Proc eds ET for7sri it a tlancement
25
26 Proc ed fl-to-reasa ty required reserve or replacement fund .
26
27 Proceeds used to currently refund prior issues !! 27
28 Proceeds used to advance refund prior issues 28
29 Total (add lines 24 through 28)
30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)
30
9,959,551.00
Part V
Description of Refunded Bonds (Complete this part only for refunding bonds.)
31 Enter the remaining weighted average maturity of the bonds to be currently refunded ►
32 Enter the remaining weighted average maturity of the bonds to be advance refunded ►
a r th date
1. I refunded bonds
i be
I Dy
33 Enter th laste on which the � Cii.il iG Uvl i�..i will Ue
34 Enter the date(s) the refunded bonds were issued ►
years
years
Part VI
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5)
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 0-
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units
b
35
36a
37a
If this issue is a loan made from the proceeds of another tax-exempt issue, check box ► ❑ and enter the name of the
issuer ► and the date of the issue ►
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box
39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box
40 If the issuer has identified a hedge, check box
►
►1
Sign
Here
Under pe
they a
s of perjury, I declare that I i. e e amined this return and accompanying scredules and statements, and to the best of my kno Nlecge and belief
correct, and com
11/27/202
'Ofonature • /ssuer's authorized representativ- Date
For PapenNor Reduction Act Notice, see page 2 of the Instructions.
STF FED6403F • /
ISA
Jacqueline Menendez
Village Manager
Type or print name and title
Form 8038-G (Rev 11-2000;
ADORNO & Yoss
A PROFESSIONAL ASSOCIATION
260 I SOUTH BAYSHORE DRIVE, SUITE 1600
MIAMI, FLORIDA 33133
TELEPHONE (305) 858-5555
WWW.ADORNO.COM
FACSIMILE
305-858-4777
DIRECT LINE
305-860-7276
November 27, 2002
VIA CERTIFIED RETURN RECEIPT REQUESTED
Z299-857-969
Internal Revenue Service Center
Ogden, UT 84201
Re: $9,987,551 Village of Key Biscayne, Florida
Capital Improvement Revenue Bonds, Series 2002
Gentlemen:
Enclosed herewith please find Form 8038-G, Information Return for Tax -Exempt
Governmental Obligations, for the above -referenced bond issue. Please stamp the enclosed copy
of this Form "received", and return -same in the enclosed self-addressed, stamped envelope.
Thank you in advance for your consideration.
Very truly yours,
ADORNO & YOSS .A.
JDC/clm
Enclosure
Jeffrey D. DeCarlo
%zw3 A4,00;t
/; -011P4-1--
{JDC/O I 3524.0006/M 10723 14_ I}
BOCA RATON
I
FORT LAUDERDALE
.
NAPLES
WEST PALM BEACH
CERTIFICATE REGARDING COMPLIANCE WITH DEBT CAP
The undersigned, Village Manager of the Village of Key Biscayne, Florida (the
"Village") hereby certifies as follows pursuant to the requirement of Section 4.10 of the Village
Charter (the "Debt Cap Ordinance Requirement").
Capitalized terms used and not defined herein shall have the meanings given to them in
Section 4.10 of the Village Charter.
(1) The total assessed value of all property within the Village, as certified to
the Village by the Miami -Dade County Property Appraiser, for the fiscal year ended
September 30, 2003 is $3,259,919,981. One percent (1%) of such amount is $32,599,200
(the "Assessed Value Limitation").
(2) The Village's $9,200,000 Land Acquisition Revenue Bonds, Series 1993
(the "Land Acquisition Bonds"), the Village's $10,000,000 Land Acquisition and Capital
Improvement Revenue Bonds, Series 1999 (the "1999 Capital Improvement Bonds"), the
Village's $10,000,000 Capital Improvement Revenue Bonds, Series 2000 (the "2000
Capital Improvement Bonds"), the balance of the State Revolving Sewer Loan and the
Village's proposed $9,987,551 Capital Improvement Revenue Bonds, Series 2002 (the
"2002 Capital Improvement Bonds") constitute the only outstanding Debt of the Village
within meaning of the Debt Cap Ordinance. The currently outstanding amount of the
Land Acquisition Bonds is $2,165,000, the currently outstanding amount of the 1999
Capital Improvement Bonds is $10,000,000, the currently outstanding amount of the 2000
Capital Improvement Bonds is $10,000,000, the currently outstanding amount of the State
Sewer Loan is $438,465, and the currently outstanding amount of the 2002 Capital
Improvement Bonds is $9,987,551 (the "Outstanding Debt"), for a total of $32,591,016.
(3) The amount of principal and interest payable during the fiscal year ended
September 30, 2004 (the year in which combined debt service is the highest) with respect
to the Land Acquisition Bonds is $1,134,198, with respect to the 1999 Capital
Improvement Bonds is $820,921, with respect to the 2000 Capital Improvement Bonds is
$524,000, with respect to the 2002 Capital Improvement Bonds is $722,210, and with
respect to the State Revolving Sewer Loan is $39,027, for a total of $3,201,329.
(4) Total general fund expenditures of the Village for the fiscal year ended
September 30, 2002 was $14,472,562, and 15% of such amount is $2,170,884 (the
"General Fund Expenditure Limitation").
(5)
The Outstanding Debt does not exceed the Assessed Value Limitation.
(6) The amount in (3) exceeds the General Fund Expenditure Limitation.
{JDC/013524.0006/M 1070618_2 }
IN WITNESS WHEREOF, the undersigned has set his hand this 27th day of November
2002.
VILLAGE OF KEY BISCAYNE, FLORIDA
By:
{JDC/013524.0006/M 1070618_2 }
Jacq ne R. Menendez, age Manager
CERTIFICATE OF VILLAGE AS TO COMPUTATION
OF INTEREST RATE IN COMPLIANCE WITH
SECTION 215.84(3) FLORIDA STATUTES
The undersigned, Mayor of the Village of Key Biscayne, Florida hereby certifies that (i)
the Village's Capital Improvement Revenue Bonds Series 2002 (the "Bonds") are being issued
and sold as a single registered Bond maturing on November 1, 2022 in the aggregate principal
amount of $9,987,551 on this date, (ii) such single bond bears interest at the rate of 3.59% per
annum during the first ten years, and then at an adjusted fixed rate determined at the time for the
next ten years, (iii) as evidenced by the attached copy of a page of The Bond Buyer published on
October 31, 2002, the average net interest cost rate, computed in accordance with Section
215.84(3), Florida Statutes, by adding 300 basis points to 5.12% ("The Bond Buyer 20 Bond
Index" published immediately preceding the first day of the calendar month in which the Bonds
are sold) is 8.12%, and (iv) the initial interest rate on the Bonds equal to 3.59% does not exceed
the average net interest cost rate equal to 8.12%.
Dated as of the 27th day of November, 2002.
VILLAGE OF KEY BISCAYNE, FLORIDA
By: /L0C66A,CaC,-:
Robert Oldakowski, Mayor
{JDC/013524.0006/M 1070618_2 }
14 Thursday, October 31, 2002
THE B OND BUYER
Market Indicators
Dollar amounts are in millions
Daily
Municipal Bond Index
40 Average Dollar Price
Average Yield to Par Cali
Average Yield to Maturity
30 -Day Visible Supply ($mills)
Yesterday Change
107-19 +3/32
99.34 +0.09
5.12 —0.01
5. 07 ' —0.01
2002 2002
High Date Low Date
111-17 (9/30) 102-00 (4/1)
103.35 (9/30) 95.11 (4/1)
5 .72 (4/1) 4.67 (9/30)
5.45 (5/17) 4.86 (10/1)
Current Day's 2002
Total Change High Date
Total (Oct 31) $15,808.9 —$2,117.2 $23,508.4
Competitive $1,389.4 4831.8 $4,787.5
Negotiated $14,419.5 41,285. 4 $20,779.1
The 30 -Day Visible Supply reflects the total dollar volume of bonds to be offered at competitive bidding and through negotiation over
the next 30 days. It indudes issues scheduled for sale on the date rested along w ith anticipated offerings listed in that day's "Competitive
Bond Offerings" and "Negotiated Bond Offerings" tables.
Weekly
Current
10/24/02
Bond Buyer Revenue Bond Index 5.33%
Bond Buyer 20 -Bond Index 5 .12%
Bond Buyer 11 -Bond Index 5.06%
Bond Buyer One -Year Note Index 1.76%
New -Issue Sales ($ mills)
Long -Term Bonds
Negotiated Bonds
Competitive Bonds
Short -Term Notes
2002
Low Date
(10/8) $3,975.3 (6/27)
(2/12) $928.4 (8/30)
(10/18) $2,449.4 (7/3) Long -Term Bond Sales
Month to Date
Year to Date
Previous
10117/02
5.23%
4.98%
4.93%
1.56%
Wk of 11/1/02
ESTIMATE
$13,302 .4
11,791 .4
1,511.1
716 .4
Thru 11/1/02
$48,709.4
$301,603.8
2002
High
5 .67%
5 .34%
5.29%
2.15%
Wk of 10/25/02
ACTUAL
$16,703.7
14,317.1
2,386.5
863.2
Thru 10/25/02
$35,406.0
$288,301 .4
Date
2002
Low Date
(3/21) 5.02%
(3/21) 4 .66%
(3/21) 4.61%
(3/26) 1 .30%
Wk of 10/18/02
REVISED
$4,297.8
3,153.2
1,124.6
470.9
Thru 10/18/02
$18,702.3
$271,597.7
(10/10)
(10/10)
(10/10)
(8/14)
Wk of 10/26/01
REVISED
$7,156 .9
5,746.6
1,311.8
898.2
Thru 10/26/01
$27,265.5
$223,190.0
This week's volume includes sales expected to close on Friday . Next week's estimated volume excludes bond offerings on a "day to
day" schedule.
RECEIPT FOR BONDS
SUNTRUST BANK hereby acknowledges receipt of $9,987,551 aggregate principal
amount of Village of Key Biscayne, Florida, Capital Improvement Revenue Bonds, Series 2002.
IN WITNESS WHEREOF, I hereunto set my hand this 27th day of November, 2002.
SUNTRUST BANK
By:
Kimrey Newli ' st Vie President
{JDC/013524.0006/M 1070618_2}
ADORNO & Yoss
A PROFESSIONAL ASSOCIATION
260 I SOUTH BAYSHORE DRIVE, SUITE 1600
MIAMI, FLORIDA 33133
TELEPHONE (305) 858-5555
WWW.ADORNO.COM
FACSIMILE
305-858-4777
DIRECT LINE
305-860-7276
November 27, 2002
The Village Council of the Village of Key Biscayne
Key Biscayne, Florida
SunTrust Bank
Miami, Florida
Re: $9,987,551 Village of Key Biscayne, Florida
Capital Improvement Revenue Bonds, Series 2002
Ladies and Gentlemen:
We have acted as bond counsel in connection with the issuance by the Village of Key
Biscayne, Florida (the "Village") of its $9,987,551 Capital Improvement Revenue Bonds, Series
2002 initially issued and delivered on this date (the "Bonds") pursuant to the Constitution and
laws of the State of Florida, including particularly Part II of Chapter 166, Florida Statutes, as
amended, the Charter of the Village and other applicable provisions of law (collectively, the
"Act"), Ordinance No. 2002-11 duly adopted by the Village Council of the Village on October
22, 2002 and Resolution No. 2002-48 adopted on November 26, 2002 (collectively, the "Bond
Ordinance").
We have examined the Act, the Bond Ordinance and such certified copies of the
proceedings of the Village and of such other documents as we have deemed necessary to render
this opinion. As to the questions of fact material to our opinion, we have relied upon
representations of the Village contained in the Bond Ordinance and in the certified proceedings
and other certifications of public officials furnished to us without undertaking to verify such
representations by independent investigation.
Based on the foregoing, we are of the opinion that, under existing law:
1. The Village is duly created and validly existing as a municipality under
the Constitution and laws of the State of Florida, with the power to adopt the Bond
Ordinance, to perform its obligations thereunder and to issue the Bonds.
2. The Bond Ordinance has been duly adopted by the Village and constitutes
a valid and binding obligation of the Village, enforceable in accordance with its terms.
{JDC/O I 3524.0006/M 107 I 163_2}
BOCA RATON • FORT LAUDERDALE
NAPLES
•
WEST PALM BEACH
The Village Council of the Village of Key Biscayne
SunTrust Bank
November 27, 2002
Page 2
3. The issuance and sale of the Bonds has been duly authorized by the
Village. The Bonds 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 Bond Ordinance, solely from legally available Non -Ad Valorem
Revenues (as defined in the Bond Ordinance) of the Village budgeted and appropriated
annually by the Village for such purpose. The Bonds 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 Bonds shall not directly or indirectly
or contingently obligate the Village to levy or to pledge any form of taxation whatsoever
therefor nor shall the Bonds constitute a charge, lien or encumbrance, legal or equitable,
upon any property of the Village, and the owners of the Bonds shall have no recourse to
the taxing power of the Village.
4. Under existing statutes, regulations, rulings and judicial decisions, interest
on the Bonds is excluded from gross income for federal income tax purposes. Interest on
the Bonds 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 Bonds 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 Bonds.
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 Bonds in order for interest on the Bonds to be excluded from gross income for federal
income tax purposes. The failure to meet these requirements may cause interest on the Bonds to
be included in gross income for federal income tax purposes retroactively to the date of issuance
of the Bonds. The Village has covenanted in the Bond Ordinance to take the actions necessary to
comply with such requirements.
We are further of the opinion that the Bonds 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).
5. The Bonds are exempt from the intangible personal property tax imposed
pursuant to Chapter 199, Florida Statutes and from the excise tax on documents imposed
pursuant to Chapter 201, Florida Statutes.
{JDC/O 13524.0006M107 I 163_2}
BOCA RATON • FORT LAUDERDALE
NAPLES
.
WEST PALM BEACH
The Village Council of the Village of Key Biscayne
SunTrust Bank
November 27, 2002
Page 3
This opinion is qualified to the extent that the rights of the holders of the Bonds and the
enforceability of the Bonds and the Bond 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 & YOSS, P.A.
e 5' d, P4.
{JDC/O 1 3524.0006/M 107 I 163_2}
BOCA RATON • FORT LAUDERDALE
NAPLES
WEST PALM BEACH
WEISS SEROTA HELFMAN
PASTORIZA & GUEDES, P.A.
ATTORNEYS AT LAW
MITCHELL A. BIERMAN
NINA L. BONISKE
JAMIE ALAN COLE
EDWARD G. GUEDES
STEPHEN J. HELFMAN
GILBERTO PASTORIZA
JOSEPH H. SEROTA
NANCY E. STROUD
RICHARD JAY WEISS
DAVID M. WOLPIN
STEVEN W. ZELKOWITZ
THOMAS J. ANSBRO*
LILLIAN ARANGO DE LA HOZ*
ALISON S. BIELER
MITCHELL J. BURNSTEIN
ELAINE M. COHEN
STEPHANIE DEUTSCH*
DOUGLAS R. GONZALES
JOHN R. HERIN, JR.
TELEPHONE
MIAMI-DADE OFFICE
2665 SOUTH BAYSHORE DRIVE
SUITE 420
MIAMI, FLORIDA 33133
TELEPHONE (305) 854-0800
TELECOPIER (305) 854-2323
WWW.WSH-FLALAW.COM
BROWARD OFFICE
3107 STIRLING ROAD • SUITE 300
FORT LAUDRDALE, FLORIDA 33312
(954) 763-4242 • TELECOPIER (954) 764-7770
*OF COUNSEL
November 27, 2002
The Village Council of the Village of Key Biscayne, Florida
Key Biscayne, Florida
SunTrust Bank
Miami, Florida
Adorno & Yoss, P.A.
Miami, Florida
CHRISTOPHER F. KURTZ
HARRIET R. LEWIS*
PETER A. LICHTMAN
KAREN LIEBERMAN*
MATTHEW H. MANDEL
BERNARD S. MANDLER*
MICHAEL J. MARRERO
ALEXANDER L. PALENZUELA-MAURI
MICHAEL S. POPOK*
ANTHONY L. RECIO
GARY I. RESNICK*
MARK A. ROTHENBERG
SCOTT A. ROBIN
DANA J. SCHINDLER
GAIL D. SEROTA*
ARI C. SHAPIRO
JEFFREY P. SHEFFEL
JOSE S. TALAVERA
FRANCINE THOMAS STEELMAN
SUSAN L. TREVARTHEN
Re: $9,987,551 Village of Key Biscayne Florida Capital Improvement
Revenue Bonds, Series 2002
Ladies and Gentlemen:
We have acted as Village Attorney for the Village of Key Biscayne, Florida (the
"Village") in connection with the issuance of the Village's $9,987,551 Capital Improvement
Revenue Bonds, Series 2002 (the "Bonds"). In such capacity, we have examined the following:
a. Ordinance No. 2002-11 adopted by the Village Council on October 22,
2002, and Resolution No. 2002-48 adopted by the Village Council on
November 26, 2002, authorizing the issuance of the Bonds (collectively,
the "Bond Ordinance");
b. Ordinance No. 2002-10 adopted by the Village Council on October 22,
2002 (the "Capital Project Ordinance") authorizing the capital project
which is to be financed with the Bonds;
The Village Council of the Village of Key Biscayne, Florida
SunTrust Bank
Adorno & Yoss, P.A.
November 27, 2002
Page 2
c. The Village Charter, as amended (the "Charter"), and Chapter 166, Florida
Statutes, as amended; and
d. Such other documents, certificates, records and proceedings as we have
considered necessary to enable us to render this opinion.
Based on such examinations, we are of the opinion that:
1. The Bond Ordinance and the Capital Project Ordinance have been duly
adopted and no further action of the Village is required to authorize the issuance, sale and
delivery of the Bonds or the project to be financed with the Bonds. The Bond Ordinance and the
Capital Project Ordinance constitute legal, valid and binding obligations of the Village,
enforceable in accordance with their 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, sale and delivery of the Bonds and the adoption of the Bond
Ordinance and the Capital Project Ordinance and compliance with the provisions thereof, under
the circumstances contemplated thereby, are permitted under the provisions of the Charter,
including, in particular, Sections 4.03(9) and 4.10 thereof, 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, 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 Bond Ordinance or the
Capital Project Ordinance, or adversely affect the validity of the Bonds or the security therefor.
Respectfully submitted,
WEISS SEROTA HELFMAN
PASTORIZA & GUEDES, P.A.
By: 19\''44-1
WEISS SEROTA HELFMAN
PASTORIZA & GUEDES, P.A.
ADORNO & Yoss
A PROFESSIONAL ASSOCIATION
2601 SOUTH BAYSHORE DRIVE, SUITE 1600
MIAMI, FLORIDA 33133
TELEPHONE (305) 858-5555
WWW.ADORNO.COM
FACSIMILE
305-858-4777
DIRECT LINE
305-860-7276
November 27, 2002
Ms. Sharon Williams
Division of Bond Finance
State Board of Administration
1801 Hermitage Boulevard, Suite 100
Tallahassee, Florida 32308
Re: $9,987,551 Village of Key Biscayne, Florida
Capital Improvement Revenue Bonds, Series 2002
Dear Sharon:
In compliance with the reporting requirements of Section 218.38, Florida Statutes, as
amended, enclosed please find completed Forms BF 2003/2004 relating to the above -referenced
financings. Because the Bonds were privately placed, no Official Statement was prepared.
Should you have any questions or comments regarding the enclosed, please do not
hesitate to call me.
JDC/clm
Enclosure
Very truly yours,
ADO & YOSS, P.A.
Jeffrey D. DeCarlo
{JDC/O 1 3524.0006/M 1072322_ I
BOCA RATON
FORT LAUDERDALE
•
NAPLES
•
WEST PALM BEACH
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 I. ISSUER INFORMATION
1. NAME OF GOVERNMENTAL UNIT: Village of Key Biscayne, Florida
2. MAILING ADDRESS OF GOVERNMENTAL UNIT OR ITS MANAGER: 88 West McIntyre Street, Suite 201, Key Biscayne
Florida 33149
3. COUNTY(IES) IN WHICH GOVERNMENTAL UNIT HAS JURISDICTION: Miami -Dade
4. TYPE OF ISSUER: COUNTY X CITY AUTHORITY INDEPENDENT SPECIAL DISTRICT
DEPENDENT SPECIAL DISTRICT SPECIFY OTHER
PART II. BOND ISSUE INFORMATION
1. NAME OF BOND ISSUE: $9,987,551 Village of Key Biscayne, Florida, Capital Improvement Revenue Bonds,
Series 2002
2. AMOUNT ISSUED: $ $9,987,551 3. AMOUNT AUTHORIZED: $ $9,987,551
4. DATED DATE: November 27, 2002 5. SALE DATE: November 26, 2002 6. DELIVERY DATE: November 27, 2002
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 appropriate from legally available non -ad valorem revenues
(2) SECONDARY
(3) OTHER(S)
JDC/013524.0006/M1071186 1 1
11. A. PURPOSE(S) OF THE ISSUE:
(1) PRIMARY Finance a portion of the costs of construction and equipping of a community center, including a parking
garage and a swimming pool, finance architectural, engineering, environmental, legal and other planning
costs related thereto, and pay costs of issuance of the Bonds.
(2) SECONDARY
(3) OTHER(S)
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.
(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 IS NEW MONEY?
OA
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) Variable % 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:
MATURITY DATES (MO/DAY/YR): 11/01/2022
COUPON/INTEREST RATES: Variable
ANNUAL INTEREST PAYMENTS: Variable
PRINCIPAL (PAR VALUE) PAYMENTS: See attached
MANDATORY TERM AMORTIZATION: See attached
17. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: Prepayable in whole or in part at any time at par.
JDC/013524.0006/M 1071186_ 1 2
18. PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER.
SunTrust Bank
777 Brickell Avenue
Miami, Florida 33131
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 X NO FINANCIAL ADVISOR NO OTHER PROFESSIONALS
BOND COUNSEL(S):
Adorno & Yoss, P.A.
2601 South Bayshore Drive, Suite 1600
Miami, Florida 33133
FINANCIAL ADVISOR(S)/CONSULTANT(S):
OTHER PROFESSIONALS:
Weiss Serota Helfman Pastoriza & Guedes, P.A.
2665 South Bayshore Drive, Suite 204
Miami, Florida 33133
20. PAYING AGENT
21. REGISTRAR
22. COMMENTS:
Village of Key Biscayne
Village of Key Biscayne
NO PAYING AGENT
NO REGISTRAR
PART III. RESPONDENT INFORMATION
FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT:
Name and Title
Company
Jeffrey D. DeCarlo, Esq.
Adorno & Yoss, 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 November 27, 2002
BF2004-A and BF2004-B
NOTE: THE FOLLOWING ITEMS ARE REQUIRED TO BE COMPLETED IN FULL FOR ALL BOND ISSUES EXCEPTTHOSE 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 EMPLOYED 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/013524.0006/M 1071186_1 3
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
(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 Adorno & Yoss, P.A.
SERVICE PROVIDED or FUNCTION SERVED: Bond Counsel
(2) COMPANY NAME Weiss Serota Helfman Pastoriza & Guedes, P.A.
SERVICE PROVIDED or FUNCTION SERVED: Village Attorney
(3) COMPANY NAME
FEE PAID: $ 22,000.00
FEE PAID: $ 2,000.00
FEE PAID: $
SERVICE PROVIDED or FUNCTION SERVED:
(4) COMPANY NAME
FEE PAID: $
SERVICE PROVIDED or FUNCTION SERVED:
PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF EXECUTIVE OFFICER OF THE GO
GOVERNMENT OR THE GOVERNMENTAL OFFICER PRIMARILY RESPONSIBLE FOR COOR
NAME (Typed/Printed): Jacqueline Menendez
TITLE: Village Manager
BF2004-B
ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE
NING BODY OF THE UNIT OF LOCAL
ING THE _ U E THE BONDS:
25. MANAGEMENT FEE CHARGED BY UNDERWRITER:
OR
PRIVATE PLACEMENT FEE:
$
$
PER THOUSAND PAR VALUE.
X NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE
26. UNDERWRITER'S EXPECTED GROSS SPREAD: $ PER THOUSAND PAR VALUE.
X NO GROSS SPREAD
PART IV. RETURN THIS FORM AND THE FINAL 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/
JDC/013524.0006/M1071186 1 4
Attachment BF 2003
Item #16
Principal Payments and Mandatory Term Amortization. The principal of the Bonds shall
be subject to mandatory prepayment in quarterly annual installments on each Interest Payment
Date, commencing August 1, 2004 (each a "Scheduled Due Date"). The schedule of principal
and interest payments due on each Scheduled Due Date shall be determined on May 1, 2004,
after the last Advance has been made in accordance with the Resolution authorizing the Bonds.
The schedule shall be determined based upon an eighteen and one-half (18.5) year amortization
schedule of substantially level payments of principal and interest, with payments of principal and
interest sufficient to fully amortize so much of the principal amount of the Bonds as has been
Advanced with the final payment due and payable on November 1, 2022.
JDC/013524.0006/M1071187_1