HomeMy Public PortalAbout2004 $2,800,000.tif$2,800,000
VILLAGE OF KEY BISCAYNE, FLORIDA
CAPITAL IMPROVEMENT AND LAND ACQUISITION REVENUE BONDS,
SERIES 2004
October 18, 2004
{M1263308_2}
October 18, 2004
$2,800,000
VILLAGE OF KEY BISCAYNE, FLORIDA
Capital Improvement and Land Acquisition Revenue Bonds, Series 2004
CLOSING INDEX
1. Certified copy of Ordinance No. 2002-2 authorizing the issuance of the Bonds.
2. Certified copy of Ordinance No. 2004-8 authorizing the issuance of the Bonds.
3. Certified copy of Resolution No. 2004-42 authorizing the issuance of the Bonds.
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 October 18, 2004,
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.
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17. Bank's Receipt for the Bonds.
18. Opinion of Adorno & Yoss, P.A.
19. Opinion of Weiss Serota Helfman Pastoriza Guedes Cole & Boniske, P.A., Village
Attorney.
20. Division of Bond Finance Form 2003/2004.
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VILLAGE OF KEY BISCAYNE
Office of the Village Clerk
Village Council
Robert Oldakowski, Mayor
Jorge E. Mendia, Vice Mayor
Martha Fdez-Leon Broucek
Carol Diaz -Castro
Mortimer Fried
James L. Peters
Robert L. Vernon
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 No. 2002-2 approved by the Village Council on April 23, 2002.
IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne,
Florida, this 18th day of October, 2004.
hita H. Alvarez, CMC
ge Clerk
age of Key Biscayne, Florida
88 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax (305) 365-8914
MISSION STATEMENT: "TO PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT."
ORDINANCE NO. 2002-2
AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA AUTHORIZING THE ISSUANCE OF NOT
EXCEEDING $1,500,000 OF LAND ACQUISITION 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 $1,500,000 Land Acquisition
Revenue Bonds (the "Bonds") or bond anticipation notes (the "Notes") for the purpose of financing
a portion of the costs of acquiring land located at 530 Crandon Boulevard (the current Citgo station
site) for V illage p urposes, financing architectural, engineering, environmental, l egal and o ther
planning costs related thereto, and paying costs of issuance of the Bonds or Notes; and
WHEREAS, the amount of Bonds authorized herein is not in any way to be construed as an
indication of what the Village Council believes to be the value of the property; 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 Land Acquisition
Revenue Bonds (or Bond Anticipation Notes) of the Village, in an aggregate principal amount not
to exceed $1,500,000, in one or more series, for the purpose of financing a portion of the costs of
acquiring land located at 530 Crandon Boulevard (the current Citgo station site) for Village
purposes, financing architectural, engineering, environmental, legal 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 Land Acquisition 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 Land
Acquisition 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
M1010487_1
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
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 Village Manager, Acting Village Manager and the Village Finance Director
are each 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. This Ordinance will become effective immediately upon adoption on second
reading.
PASSED AND ADOPTED on first reading this 19th day of March, 2002.
PASSED AND ADOPTED on second reading this 23rd day of April, 2002.
T:
'OA
CONCHITA H. ALVAREZ, CMC, VILLAGE
APPROVED AS TO FORM AND LEGAL SUFFIC
RICHARD JAY WEISS, VILLAGE ATTORNEY
MAYOR JOE I. RASCO
M1010487_1
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VILLAGE OF KEY BISCAYNE
Office of the Village Clerk
Village Council
Robert Oldakowski, Mayor
Jorge E. Mendia, Vice Mayor
Martha Fdez-Leon Broucek
Carol Diaz -Castro
Mortimer Fried
James L. Peters
Robert L. Vernon
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 No. 2004-8 approved by the Village Council on August 31, 2004.
IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne,
Florida, this 18th day of October, 2004.
Y
ader
ita H. Alvarez, CMC
ge Clerk
age of Key Biscayne, Florida
88 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax (305) 365-8914
MISSION STATEMENT: "TO PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT."
ORDINANCE NO. 2004-8
AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA AUTHORIZING THE ISSUANCE OF NOT
EXCEEDING $1,300,000 OF LAND ACQUISITION AND
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, on April 23, 2002, the Village Council (the "Council") of the Village of Key
Biscayne, Florida (the "Village") adopted Ordinance No. 2002-2 authorizing the issuance of not
exceeding $1,500,000 Land Acquisition Revenue Bonds or bond anticipation notes for the purpose
of financing a portion of the costs of acquiring land located at 530 Crandon Boulevard (the former
Citgo station site) for Village purposes, financing architectural, engineering, environmental, legal
and other planning costs related thereto, and paying costs of issuance of the bonds or notes; and
WHEREAS, the Village acquired the property for $1,800,000 in cash and desires to
authorize an additional $300,000 of bonds or notes to reimburse the project fund for such purchase;
and
WHEREAS, the Village desires to authorize the issuance of not exceeding $1,000,000 of
bonds or notes for the purpose of financing a portion of the costs of site improvements for the
Village's civic center, and 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 Land
Acquisition and Capital Improvement Revenue Bonds (the "Bonds") or bond anticipation notes (the
"Notes") of the Village, in an aggregate principal amount not to exceed $1,300,000, in one or more
series, for the purpose of reimbursing the project fund for additional costs of acquiring land located
at 530 Crandon Boulevard (the former Citgo station site) for Village purposes, financing a portion
of the costs of site improvements for the Village's civic center, financing architectural, engineering,
environmental, legal and other planning costs related thereto, and paying costs of issuance of the
{M1230822_1}
Bonds or Notes. If Bonds are issued they shall be designated "Village of Key Biscayne, Florida Land
Acquisition and 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 Land Acquisition and 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
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; and such supplemental resolution
may combine, as one issue, the Bonds or Notes authorized hereunder and the bonds or notes
authorized under Odinance No. 2002-2.
Section 2. The Village Manager and the Village Finance Director are each 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. This Ordinance will become effective immediately upon adoption on second
reading.
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PASSED AND ADOPTED on first reading this 3rd day of August , 2004.
PASSED AND ADOPTED on second reading this 31st day of August , 2004.
. Ct--61. V
MAYOR ROBERT OLDAKOWSKI
AT
'We/
CONCHITA H. ALVAREZ, CMC, VILLAGE CLE
APPROVED AS TO FO AND LEGAL SUFFICIENCY:
VILLAGE ATTORNEY
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VILLAGE OF KEY BISCAYNE
Office of the Village Clerk
Village Council
Robert Oldakowski, Mayor
Jorge E. Mendia, Vice Mayor
Martha Fdez-Leon Broucek
Carol Diaz -Castro
Mortimer Fried
James L. Peters
Robert L. Vernon
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:
Resolution No. 2004-42 approved by the Village Council on October 12, 2004.
IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne,
Florida, this 18th day of October, 2004.
Conchita H. Alvarez, CMC
Village Clerk
Village of Key Biscayne, Florida
88 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax (305) 365-8914
MISSION STATEMENT: "TO PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT."
RESOLUTION NO. 2004-42
A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE,
FLORIDA, AUTHORIZING THE ISSUANCE OF LAND
ACQUISITION AND CAPITAL IMPROVEMENT REVENUE
BONDS, SERIES 2004, OF THE VILLAGE OF KEY
BISCAYNE, FLORIDA, IN THE AGGREGATE PRINCIPAL
AMOUNT OF $2,800,000 FOR THE PURPOSE OF
REIMBURSING THE PROJECT FUND FOR COSTS OF
ACQUIRING LAND LOCATED AT 530 CRANDON
BOULEVARD (THE FORMER CITGO STATION SITE) FOR
VILLAGE PURPOSES; FINANCING A PORTION OF THE
COSTS OF SITE IMPROVEMENTS FOR THE VILLAGE'S
CIVIC CENTER, 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 April 23, 2002, the Village Council (the "Council") of the Village of Key
Biscayne, Florida (the "Village") adopted Ordinance No. 2002-2 ("Ordinance 2002-2") authorizing
the issuance of not exceeding $1,500,000 of revenue bonds or bond anticipation notes for the
purpose of financing a portion of the costs of acquiring land located at 530 Crandon Boulevard (the
former Citgo Station site) (the "Property") for Village purposes, financing architectural, engineering,
environmental, legal and other planning costs related thereto, and paying costs of issuance of the
bonds or notes; and
WHEREAS, subsequently the Village acquired the Property for $1,800,000 in cash; and
WHEREAS, on August 31, 2004, the Council adopted Ordinance No. 2004-8 ("Ordinance
2004-8," and, together with Ordinance 2002-2, the "Ordinance") authorizing the issuance of (a) an
additional $300,000 of bonds or notes to reimburse the project fund for the purchase of the Property
and (b) not exceeding $1,000,000 of bonds or notes for the purpose of financing a portion of the
costs of site improvements for the Village's civic center, and financing architectural, engineering,
environmental, legal and other planning costs related thereto, and paying costs of issuance of the
bonds or notes (collectively, the "Project"); and
WHEREAS, pursuant to the Ordinance, the Village has solicited proposals for the financing
of the Project; and
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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 this Bond
Resolution and the Ordinance, land acquisition and capital improvement revenue bonds of the
Village to be designated "Village of Key Biscayne, Florida Land Acquisition and Capital
Improvement Revenue Bonds, Series 2004" (the `Bonds"), are hereby authorized to be issued in an
aggregate principal amount of $2,800,000 for the purpose of reimbursing the project fund for costs
of acquiring land located at 530 Crandon Boulevard (the former Citgo Station site) for Village
purposes, financing a portion of the costs of site improvements for the Village's civic center,
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 $2,800,000. 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.
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2
(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, 2005, at an interest rate equal to 3.83% 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/h15/update/.
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 5.8982%, 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
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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
(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
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4
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.
(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, 2005 (each a "Scheduled Due Date"). The schedule of
principal and interest payments due on each Scheduled Due Date shall be determined
on April 30, 2005, 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 a seventeen and one-half (17.5) 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
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5
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
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
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6
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
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.
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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 herein shall have
the effect of making available in the manner described herein Non -Ad Valorem Revenues and
placing on the Village a positive duty to appropriate and budget, by amendment, if necessary,
amounts sufficient to meet its obligations under this Resolution, subject, however, in all respects to
the terms of this Resolution and the restrictions of Section 166.241(3), Florida Statutes, which
provides, in part, that the governing body of each municipality make appropriations for each fiscal
year which, in any one year, shall not exceed the amount to be received from taxation or other
revenue sources; and subject, further, to the payment of services and programs which are for
essential public purposes affecting the health, welfare and 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, Florida Land Acquisition and Capital Improvement Revenue Bonds, Series 2004 Bond
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;
(M1250954_2)
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(c) Interest -bearing time deposits or savings accounts in banks organized under
the laws of the State of Florida (the "State"), in national banks organized under the laws of
the United States and doing business and situated in the State, in savings and loan
associations which are under State supervision, or in federal savings and loan associations
located in the State and organized under federal law and federal supervision, provided that
any such deposits are secured by collateral as may be prescribed by law;
(d) Obligations of the federal farm credit banks; the Federal Home Loan
Mortgage Corporation, including Federal Home Loan Mortgage Corporation participation
certificates; or the Federal Home Loan Bank or its district banks or obligations guaranteed
by the Government National Mortgage Association;
(e) Obligations of the Federal National 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 $2,800,000, provided that no Advance shall be made after April 30, 2005.
(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.
{M1250954_2}
9
(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
than a Saturday, Sunday or other day on which the Bank is lawfully closed.
(f) Sufficient proceeds received from the first Advance on the date of issuance
of the Bonds shall be applied to pay costs of issuance of the Bonds and to reimburse the
Village's project fund for costs of acquiring the Property. 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 Land Acquisition and Capital Improvement
Revenue Bonds, Series 2004 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.
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10
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.
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 2004 and neither the Village nor any such entities expect to issue
tax-exempt obligations during calendar year 2004, other than the Bonds and a $400,199 lease -
purchase obligation for police vehicles.
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 Land
Acquisition and Capital Improvement Revenue Bonds, Series 2004 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
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11
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.
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:
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12
(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 in this Section 15, the following terms shall have the meaning
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
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.
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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
(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
{M1250954_2)
14
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.
(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
(M1250954_2}
15
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.
(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
(M1250954_2)
16
(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 of the Village Council and that all deliberations of the Village Council or any of its
committees that resulted in such official acts were in meetings open to the public, in compliance with
all legal requirements, including Section 286.011, Florida Statutes.
SECTION 25. REPEALING CLAUSE. All resolutions or orders and parts thereof in conflict
herewith, to the extent of such conflicts, are hereby superseded and repealed.
SECTION 26. EFFECTIVE DATE. This Resolution shall take effect immediately upon its
passage and adoption.
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{M1250954_2)
17
PASSED AND ADOPTED this 12th day of October, 2004.
A/oi (tutiA4,1,-=,
MAYOR ROBERT OLDAKOWSKI
CONCHITA H. ALVAREZ, CMC, VILLAGE CLE
APPROVED AS TO FORM AND LEGAL SUFFIC
{M1250954_2}
18
EXHIBIT "A"
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE
LAND ACQUISITION AND CAPITAL IMPROVEMENT REVENUE BONDS
SERIES 2004
Registered Owner:
Principal Amount: The lesser of (i) $2,800,000 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 II of Chapter 166, Florida Statutes, as amended,
the Charter of the Village, Ordinance No. 2002-2 duly adopted by the Village Council (the
"Council") of the Village on April 23, 2002 ("Ordinance 2002-2"), Ordinance No. 2004-8 duly
adopted by the Council on August 31, 2004 ("Ordinance 2004-8", and together with Ordinance
2002-2, the "Ordinance"), and Resolution No. 2004- adopted on October 12, 2004 (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 reimbursing the project fund
for costs of acquiring land located at 530 Crandon Boulevard (the former Citgo Station site) for
Village purposes, financing a portion of the costs of site improvements for the Village's civic center,
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,
{M1250954_2}
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August and November (the "Interest Payment Dates"), commencing February 1, 2005, at an interest
rate equal to 3.83% 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 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 5.8982%, 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:
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(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).
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.
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The principal of this Bond shall be subject to mandatory prepayment in quarterly instalhnents
on each Interest Payment Date, commencing August 1, 2005 (each a "Scheduled Due Date"). The
schedule of principal and interest payments due on each Scheduled Due Date shall be determined
on April 30, 2005, 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 determined based
on a seventeen and one-half (17.5) 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 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 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
(M1250954_2}
A-4
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 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 Village shall keep books for the registration of Bonds and for the
registration of transfers of Bonds as provided in the Resolution. 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 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.
{M1250954_2}
A-5
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 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 , 2004.
VILLAGE OF KEY BISCAYNE, FLORIDA
Mayor
Village Clerk
(SEAL)
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A-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 will be registered and no new Bond will be issued in the name of the
Transferee, unless the signature(s) to this assignment corresponds with the name as it appears upon
the face of the within 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.
(M 1250954_2}
A-7
VILLAGE OF KEY BISCAYNE
Office of the Village Clerk
Village Council
Robert Oldakowski, Mayor
Jorge E. Mendia, Vice Mayor
Martha Fdez-Leon Broucek
Carol Diaz -Castro
Mortimer Fried
James L. Peters
Robert L. Vernon
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 18th day of October, 2004.
K,l Y
chita H. Alvarez, CMC
ge Clerk
ge of Key Biscayne, Florida
88 West McIntyre Street • Key Biscayne, Florida 33149 • (305) 365-5506 • Fax (305) 365-8914
MISSION STATEMENT "TO PROVIDE A SAFE, QUALITY COMMUNITY ENVIRONMENT FOR ALL ISLANDERS THROUGH RESPONSIBLE GOVERNMENT."
CHARTER
VILLAGE OF
KEY BISCAYNE, FLORIDA
This pamphlet is a reprint of the Charter of the Village of Key Biscayne,
Florida, published by order of the Village Council.
MUNICIPAL CODE CORPORATION
C
Tallahassee, Florida 1993
Reprinted --999•
20122
PART I
CHARTER*
Article I. Corporate Existence, Form of Government, Boundary and Powers
Sec. 1.01. Corporate existence.
Sec. 1.02. Form of government.
Sec. 1.03. Corporate boundary/MAP.
Sec. 1.04. Powers.
*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.
Supp. No. 16 CHT:1
KEY BISCAYNE CODE
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.
Sec. 3.01.
Sec. 3.02.
Sec. 3.03.
Sec. 3.04.
Sec. 3.05.
Sec. 3.06.
Sec. 3.07.
Sec. 3.08.
Sec. 3.09.
Article III. Administrative
Village Manager.
Appointment; removal; compensation.
Powers and duties of the Village Manager.
Village Clerk.
Village Attorney.
Village code of administrative regulations.
Expenditure of Village funds.
Competitive bid requirement.
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.
Supp. No. 16 CHT:2
CHARTER
Sec. 6.01.
Sec. 6.02.
Sec. 6.03.
Article VI. Charter Amendments
Charter Amendments.
Procedure to amend.
Form of ballot.
Article VII. General Provisions
Sec. 7.01. No casino gambling.
Sec. 7.02. Severability.
Sec. 7.03. Conflicts of interest; ethical standards.
Sec. 7.04. Village personnel system; merit principle.
Sec. 7.05. Grants and Charitable contributions.
Sec. 7.06. Charter revision.
Sec. 7.07. Variation of pronouns.
Sec. 8.01.
Sec. 8.04.
Sec. 8.08.
Article VIII. Transition Provisions
Temporary nature of Article.
Taxes and fees.
Transition provisions to facilitate change to two-year terms.
Supp. No. 16 CHT:3
CHARTER § 1.03
ARTICLE I. CORPORATE EXISTENCE, FORM OF GOVERNMENT,
BOUNDARY AND POWERS
Section 1.01. Corporate existence.
A municipal corporation known as Village of Key Biscayne (the "Village") is hereby created
pursuant to the Constitution of the State of Florida (the "State") and the Home Rule Charter
of 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; Res. No. 2002-21, 4-30-02/7-9-02)
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 Northwest-
erly corner of Tract B of FOURTH ADDITION TO TROPICAL ISLE HOMES SUBDIVI-
SION, according to the plat thereof recorded in Plat Book 53 at Page 39 of the Public
Records of Dade County, Florida; thence run Southwesterly, to a point in the waters of
Biscayne Bay, said point being the point of intersection with the Southwesterly extension of
the Southeasterly line of Lot 7 in Block 1 of MASHTA POINT 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, 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
Supp. No. 16 CHT:5
§ 1.03 KEY BISCAYNE CODE
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 Boule-
vard for a distance of 783 feet more or less to the South boundary of Crandon Park and to
the POINT OF BEGINNING.
Supp. No. 16 CHT:6
CHARTER
§ 1.03
Village of Key Biscayne, Florida
(Res. No. 97-15, 4-1-97/6-10-97)
Supp. No. 16
CHT:7
§ 1.04 KEY BISCAYNE CODE
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.
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*
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.
*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.
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CHARTER § 2.05
(b) Vice Mayor. During the absence or incapacity of the Mayor, the Vice Mayor shall have all
the powers, authority, duties and responsibilities of the Mayor. At the first Council meeting
after each regular Village election, or in any calendar year in which there is no regular Village
election, at the first Council meeting in the month of November of such year, the Council shall
elect one (1) of its members as Vice Mayor.
(Ord. No. 92-18, § 1, 8-11-92/11-3-92; 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; Res. No. 2002-21,
4-30-02/7-9-02)
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 by ordinance and payment to the Village Clerk of the sum of one hundred dollars
($100.00) as a qualifying fee. A candidate for Mayor may not be a candidate for 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; Res. No. 2002-21,
4-30-02/7-9-02)
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.
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§ 2.05 KEY BISCAYNE CODE
(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, 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 held in
Supp. No. 16
CHT:10
CHARTER § 3.03
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 may be 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)
ARTICLE III. ADMINISTRATIVE*
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;
*Code reference —Administration, ch. 2.
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§ 3.03 KEY BISCAYNE CODE
(2) Direct and supervise the administration of all departments and offices but not Village
boards or agencies, unless so directed by the Council from time to time;
(3) Attend all Council meetings except when excused by the Council and shall participate
in discussion but not have the right to vote;
(4) See that 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;
(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)
Supp. No. 16
CHT:12
CHARTER § 4.01
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; Res. No. 2002-21,
4-30-02/7-9-02)
Section 3.07. Expenditure of Village funds.
(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; Res. No. 2002-21, 4-30-02/7-9-02)
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)
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
Supp. No. 16 CHT:13
§ 4.01 KEY BISCAYNE CODE
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 on ordinances and resolutions shall be 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[sJ 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 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)
Supp. No. 16
CHT:14
CHARTER § 4.04
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 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; Res. No. 2002-21,
4-30-02/7-9-02)
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.
Supp. No. 16 CHT:15
§ 4.04 KEY BISCAYNE CODE
(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)
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 expendi-
tures within an office or department.
(d) Deferred compensation; pensions. Contributions to pension and other deferred compen-
sation plans or arrangements for Village employees may be made under such terms and
conditions as the Council may establish from time to time in accordance with sound actuarial
principles.
(Ord. No. 92-18, § 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97)
Supp. No. 16
CHT:16
CHARTER § 4.09
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 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 of
the 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 resolu-
tions, ordinances, technical codes adopted by reference, and this Charter available to the
people of the Village for public inspection and available for purchase at a reasonable price.
(Ord. No. 92-18, § 1, 8-11-92/11-3-92; 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)
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§ 4.10 KEY BISCAYNE CODE
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 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 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.
(Ord. No. 92-18, § 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97; Res. No. 2001-8,
9-19-01/12-4-01)
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)
Supp. No. 16 CHT:18
CHARTER § 5.01
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.
(Ord. No. 92-18, § 1, 8-11-92/11-3-92; Res. No. 97-15, 4-1-97/6-10-97; Res. No. 2002-21,
4-30-02/7-9-02)
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 cast, 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
Supp. No. 16 CHT:19
§ 5.01 KEY BISCAYNE CODE
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 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; Res. No. 2002-21,
4-30-02/7-9-02)
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.
Supp. No. 16
CHT:20
CHARTER § 5.02
(ii) Referendum.
(A) The electors of the Village shall have power to require reconsideration by the
Council of any adopted ordinance and, if the Council fails to repeal an ordinance
so reconsidered, to approve or reject it at a Village election, provided that such
power shall not extend to the annual budget or 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 after the date of 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 of ten (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
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
Supp. No. 16 CHT:21
§ 5.02 KEY BISCAYNE CODE
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 or request Council
review under paragraph (ii) of this subsection (d) within the time required, the Clerk
or other official designated by the Council shall promptly present his/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 of such Certificate, file a request that it be reviewed by the Council.
The Council shall review the Certificate at its next meeting following the filing of such
request and approve or disapprove it, and the Council's determination shall then be a
final determination as to the sufficiency of the petition.
(e) Action on petitions.
(i) Action by Council. When an initiative or referendum petition has been finally
determined sufficient, the Council shall promptly consider the proposed initiative
Supp. No. 16 CHT:22
CHARTER § 5.03
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. If the Council fails to act
on a proposed initiative ordinance or a referred ordinance within the time period
contained in paragraph (i) of subsection (e) of this Section, the Council shall be deemed
to have failed to adopt the proposed initiative ordinance or failed to repeal the 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. If a majority of the qualified electors voting 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.
(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; Res. No. 2001-60, 9-12-01/12-4-01; Res. No. 2002-21, 4-30-02/7-9-02)
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
Supp. No. 16
CHT:23
§ 5.03 KEY BISCAYNE CODE
argument or prejudice. Below the ballot title shall appear the following question: "Shall the
above described [amendment/ordinance/proposal] be adopted?" Immediately below such ques-
tion shall appear, in the following order, the word "YES" and also the word "NO."
(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 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; Res. No. 2002-21,
4-30-02/7-9-02)
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)
Supp. No. 16 CHT:24
CHARTER
ARTICLE VII. GENERAL PROVISIONS*
Section 7.01. No casino gambling.
§ 7.03
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)
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.
*Code reference —General provisions, ch. 1.
Supp. No. 16 CHT:25
§ 7.04 KEY BISCAYNE CODE
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 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)
Supp. No. 16 CHT:26
CHARTER § 8.04
ARTICLE VIII. TRANSITION PROVISIONS*
Section 8.01. Temporary nature of Article.
The following sections of this Article are inserted solely for the purpose of effecting the
incorporation of the Village, 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; Res. No. 2002-21, 4-30-02/7-9-02)
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
*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 section 8.07:
Section 8.02. Interim governing body.
After adoption of this Charter but prior to the election and acceptance of office of
the first elected Village Council, the governing body for the Village shall be the Dade
County Board of County Commissioners. In acting as the governing body for the Village
during this interim period, the Dade County Board of County Commissioners shall not
make decisions which could reasonably be postponed until the election of the Village
board of trustees or which would materially alter or affect the status quo within the
Village boundaries.
(Ord. No. 92-18, § 1, 8-11-92/11-3-92)
Section 8.05. Fiscal year and first budget.
The first fiscal year of the Village shall commence on the effective date of this
Charter and shall end on September 30, 1992. The first budget shall be adopted on or
before October 30, 1991.
Section 8.06. Transitional ordinances and resolutions.
The Council shall adopt ordinances and resolutions required to effect the
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.
Supp. No. 16 CHT:27
§ 8.04 KEY BISCAYNE CODE
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)
(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[J 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;
(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).
Supp. No. 16 CHT:28
CHARTER § 8.08
Section 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.
* * *
(f) Maximum terms. Notwithstanding Section 2.03, any Council Member (includ-
ing 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; Res. No. 2002-21,
4-30-02/7-9-02)
Supp. No. 16 CHT:29
CHARTER COMPARATIVE TABLE
ORDINANCES
This table shows the location of the sections of the Charter and any
amendments thereto.
Adoption/
Ordinance Referendum Section
Number Dates Section this Charter
92-17 8-11-92/11-3-92 1 4.01
92-18 8-11-92/11-3-92 1 2.01-2.05
2.07
3.01-3.06
3.08, 3.09
4.01-4.05
4.07, 4.08
4.10
5.01, 5.02
6.02
7.03
7.05, 7.06
Art. VIII
8.03, 8.04
8.07
97-15(Res.) 4-1-97/6-10-97 1.01-1.06
2.01-2.07
3.01-3.08
4.01-4.13
5.01-5.03
6.01-6.03
7.01-7.07
8.01-8.07
97-11 4-8-97/6-10-97 1 5.02
2000-11 3-14-00/5-16-00 4 4.14
2001-8 9-19-01/12-4-01 4.10
2001-60(Res.) 9-12-01/12-4-01 5.02
2002-21(Res.) 4-30-02/7-9-02 1.01
2.03, 2.04
3.06, 3.07
4.03
4.13
5.01, 5.02
6.02
Art. VIII(note)
8.01
Rpld 8.07
Added 8.08
Supp. No. 16 CHTCT:1
CHARTER INDEX
Section
A
ADMINISTRATIVE
Appointment; removal; compensation 3.02
Competitive bid requirement 3.08
Expenditure of Village funds
Capital Projects 3.07(b)
Generally 3.07(a)
Legislative
Prohibitions
Interference with administration 4.02(b)
Removal of Council Appointees 3.09
Village Attorney 3.05
Village Clerk 3.04
Village code of administrative regulations 3.06
Village Manager 3.01
Powers and duties of 3.03
AFFIDAVIT OF CIRCULATOR
Elections
Initiative and referendum
Petitions
Affidavit of circulator 5.02(c)(iii)
AGENCIES
Legislative
Village boards and agencies 4.12
ATTORNEY
Administrative
Village Attorney 3.05
AUTHENTICATION
Legislative
Authentication, recording and disposition of ordinances;
resolutions and charter amendments
B
BIDS
Administrative
Competitive bid requirement
BOARDS
Legislative
Village boards and agencies
BOUNDARIES
Charter
Corporate boundary; MAP
Supp. No. 16 CHTi:1
4.08
3.08
4.12
1.03
KEY BISCAYNE CODE
Section
C
CANDIDATES
Elections
Single candidates 5.01(g)
CAPITALIZATION
Charter 1.06
CASINO GAMBLING
None 7.01
CERTIFICATE OF CLERK
Elections
Initiative and referendum
Procedure for filing
Certificate of Clerk; amendment 5.02(d)(i)
CHARITABLE CONTRIBUTIONS
Provisions 7.05
CHARTER
Amendments
Charter Amendments 6.01
Form of ballot 6.03
Procedure to amend
Initiation
By ordinance 6.02(a)(i)
By petition 6.02(a)(ii)
Results of election 6.02(c)
Submission to electors 6.02(b)
Capitalization 1.06
Construction 1.05
Corporate boundary; MAP 1.03
Corporate existence 1.01
Form of government 1.02
Legislative
Authentication, recording and disposition of ordinances;
resolutions and charter amendments 4.08
Powers 1.04
Revision 7.06
Severability 7.02
Transition provisions. See that subject
Variation of pronouns 7.07
CLERKS
Administrative
Village Clerk 3.04
Elections
Initiative and referendum
Procedure for filing
Certificate of Clerk; amendment 5.02(d)(i)
Supp. No. 16 CHTi:2
CHARTER INDEX
Section
COMPENSATION
Administrative
Appointment; removal; compensation 3.02
Legislative
Annual budget adoption
Deferred compensation; pensions 4.05(d)
Village council; mayor
No compensation; reimbursement for expenses 2.07
COMPETITIVE BID REQUIREMENT
Administrative 3.08
CONFLICTS OF INTEREST
Provisions re 7.03
CORPORATE CONCERNS
Charter
Corporate boundary; MAP 1.03
Corporate existence 1.01
COUNCIL. See: VILLAGE COUNCIL; MAYOR
E
ELECTIONS
Absentee votes 5.01(h)
Charter amendments
Form of ballot 6.03
Procedure to amend
Results of election 6.02(c)
Submission to electors 6.02(b)
Commencement of terms 5.01(i)
Election date 5.01(c)
Elections
Electors 5.01(a)
Initiative and referendum
Action on petitions
Submission to electors 5.02(e)(ii)
Electors 5.01(a)
Form of ballots 5.03
Generally 5.01(d)
Initiative and referendum
Action on petitions
Action by Council 5.02(e)(i)
Submission to electors 5.02(e)(ii)
Withdrawal of petitions 5.02(e)(iii)
Commencement of proceedings 5.02(b)
Petitions
Affidavit of circulator 5.02(c)(iii)
Filing deadline 5.02(c)(iv)
Form and content 5.02(c)(ii)
Number of signatures 5.02(c)(i)
Supp. No. 16 CHTi:3
KEY BISCAYNE CODE
Section
ELECTIONS (Cont'd.)
Power to initiate and reconsider ordinances
Initiative 5.02(a)(i)
Referendum 5.02(a)(ii)
Procedure for filing
Certificate of Clerk; amendment 5.02(d)(i)
Council review 5.02(d)(ii)
Results of election
Initiative 5.02(0(i)
Referendum 5.02(f)(ii)
Nonpartisan elections 5.01(b)
Runoff election 5.01(f)
Single candidates 5.01(g)
Special elections 5.01(e)
Transition provisions
Change to two-year terms, provisions to facilitate 8.08
Village council; mayor
Election and term of office 2.03
EMERGENCY APPROPRIATIONS
Legislative
Emergency ordinances 4.04(e)
ETHICAL STANDARDS
Provisions re 7.03
F
FEES
Transition provisions
Taxes and fees
8.04
FINANCES
Administrative
Expenditure of Village funds
Capital Projects 3.07(b)
Generally 3.07(a)
Legislative
Annual budget adoption 4.05
Appropriation amendments during the fiscal year 4.07
Borrowing
Debt approval 4.10(a)
Definitions 4.10(c)
Limits 4.10(b)
Emergency appropriations 4.04(e)
Special assessments 4.14
Village council; mayor
No compensation; reimbursement for expenses 2.07
FISCAL YEAR
Legislative
Appropriation amendments during the fiscal year 4.07
Supp. No. 16 CHTi:4
CHARTER INDEX
Section
FISCAL YEAR (Cont'd.)
Fiscal year 4.06
FORFEITURE OF OFFICE
Village council; mayor 2.05(b)
G
GAMBLING
No casino gambling 7.01
GOVERNMENT. See: VILLAGE COUNCIL; MAYOR
GRANTS
Provisions re 7.05
I
INITIATIVE
Charter amendments
Procedure to amend
Initiation 6.02(a)
Elections
Initiative and referendum 5.02
INTERFERENCE WITH ADMINISTRATION
Legislative
Prohibitions 4.02(b)
L
LEGISLATIVE
Action requiring an ordinance 4.03
Annual budget adoption
Balanced budget 4.05(a)
Budget adoption 4.05(b)
Deferred compensation; pensions 4.05(d)
Specific appropriation 4.05(c)
Appropriation amendments during the fiscal year
Reduction of appropriations 4.07(b)
Supplemental appropriations 4.07(a)
Authentication, recording and disposition of ordinances;
resolutions and charter amendments
Authentication 4.08(a)
Printing 4.08(c)
Recording 4.08(b)
Borrowing
Debt approval 4.10(a)
Definitions 4.10(c)
Limits 4.10(b)
Council meeting procedure
Meeting time limits 4.01(d)
Meetings 4.01(a)
Supp. No. 16
CHTi:5
KEY BISCAYNE CODE
Section
LEGISLATIVE (Cont'd.)
Quorum and voting 4.01(c)
Rules and minutes 4.01(b)
Emergency ordinances
Authorization; form 4.04(a)
Effective date 4.04(c)
Emergency appropriations 4.04(e)
Procedure 4.04(b)
Repeal 4.04(d)
Fiscal year 4.06
Prohibitions
Appointment and removals 4.02(a)
Holding other office 4.02(c)
Interference with administration 4.02(b)
Revenue Sharing 4.11
Special assessments 4.14
Tax levy 4.09
Village boards and agencies 4.12
Village Code, Ordinances and Resolutions 4.13
M
MAPS
Charter
Corporate boundary; MAP 1.03
MAYOR. See: VILLAGE COUNCIL; MAYOR
MEETINGS
Legislative
Council meeting procedure 4.01
MERIT PRINCIPLE
Village personnel system 7.04
N
NONPARTISAN ELECTIONS
Provisions 5.01(b)
NUMBER OF SIGNATURES
Elections
Initiative and referendum
Petitions 5.02(c)(i)
0
OFFICERS AND PERSONNEL
Legislative
Prohibitions
Holding other office 4.02(c)
Village council; mayor
Election and term of office 2.03
Supp. No. 16 CHTi:6
CHARTER INDEX
Section
OFFICERS AND PERSONNEL (Cont'd.)
Vacancies; forfeiture of office; filling of vacancies 2.05
Village personnel system 7.04
ORDINANCES, RESOLUTIONS, ETC.
Charter amendments
Procedure to amend
Initiation
By ordinance 6.02(a)(i)
Elections
Initiative and referendum
Power to initiate and reconsider ordinances 5.02(a)
Legislative
Action requiring an ordinance 4.03
Authentication, recording and disposition of ordinances;
resolutions and charter amendments 4.08
Emergency ordinances 4.04
Village Code, Ordinances and Resolutions 4.13
P
PENSIONS
Legislative
Annual budget adoption
Deferred compensation; pensions 4.05(d)
PETITIONS
Charter amendments
Procedure to amend
Initiation
By petition 6.02(a)(ii)
Elections
Initiative and referendum
Action on petitions
Withdrawal of petitions 5.02(e)(iii)
Petitions 5.02(c)
POWERS
Administrative
Powers and duties of the Village Manager 3.03
Charter
Powers 1.04
Elections
Initiative and referendum
Power to initiate and reconsider ordinances 5.02(a)
PRINTING
Legislative
Authentication, recording and disposition of ordinances;
resolutions and charter amendments
Supp. No. 16 CHTi:7
4.08(c)
KEY BISCAYNE CODE
Section
PROCEEDINGS
Elections
Initiative and referendum
Commencement of proceedings
PRONOUNS
Charter
Variation of pronouns
Q
5.02(b)
7.07
QUALIFICATIONS
Village council; mayor 2.04
R
RECALL
Village council; mayor 2.06
RECORDS
Legislative
Authentication, recording and disposition of ordinances;
resolutions and charter amendments
REFERENDUM
Elections
Initiative and referendum
REIMBURSEMENT
Village council; mayor
No compensation; reimbursement for expenses
4.08
5.02
2.07
REPEAL
Legislative
Emergency ordinances 4.04(d)
RESOLUTIONS. See: ORDINANCES, RESOLUTIONS, ETC
REVENUE SHARING
Legislative 4.11
RUNOFF ELECTION
Provisions re 5.01(f)
S
SIGNATURES
Elections
Initiative and referendum
Petitions
Number of signatures 5.02(c)(i)
Supp. No. 16 CHTi:8
CHARTER INDEX
Section
T
TAXATION
Legislative
Tax levy 4.09
Special assessments 4.14
Transition provisions
Taxes and fees 8.04
TRANSITION PROVISIONS
(Note —Former sections of the Charter indexed herein)
Change to two-year terms, provisions to facilitate 8.08
Taxes and fees 8.04
Temporary nature of Article 8.01
V
VACANCIES
Village council; mayor
Vacancies; forfeiture of office; filling of vacancies
2.05
VICE MAYOR
Mayor and Vice Mayor. See: VILLAGE COUNCIL; MAYOR
VILLAGE BOARDS AND AGENCIES
Legislative
Village boards and agencies 4.12
VILLAGE CODE
Administrative
Village code of administrative regulations 3.06
Legislative
Village Code, Ordinances and Resolutions 4.13
VILLAGE COUNCIL; MAYOR
Administrative
Removal of Council Appointees 3.09
Charter
Form of government 1.02
Powers 1.04
Compensation, none; reimbursement for expenses 2.07
Election and term of office 2.03
Elections
Initiative and referendum
Action on petitions
Action by Council 5.02(e)(i)
Procedure for filing
Council review 5.02(d)(ii)
Legislative
Council meeting procedure 4.01
Mayor and Vice Mayor 2.02
Transition provisions
Change to two-year terms, provisions to facilitate 8.08
Supp. No. 16 CHTi:9
KEY BISCAYNE CODE
VILLAGE COUNCIL; MAYOR (Cont'd.)
Qualifications 2.04
Recall 2.06
Transition provisions
Change to two-year terms, provisions to facilitate 8.08
Vacancies; forfeiture of office; filling of vacancies
Filling of vacancies 2.05(c)
Forfeiture of office
Forfeiture by absence 2.05(b)(ii)
Forfeiture by disqualification 2.05(b)(i)
Procedures 2.05(b)(iii)
Vacancies 2.05(a)
Village Council 2.01
VILLAGE MANAGER
Administrative
Village Manager 3.01
Powers and duties of 3.03
VILLAGE PERSONNEL SYSTEM. See also: OFFICERS AND
PERSONNEL
Merit principle 7.04
VOTES AND VOTING
Elections
Absentee votes 5.01(h)
Legislative
Council meeting procedure
Quorum and voting 4.01(c)
Section
Y
YEAR
Legislative
Appropriation amendments during the fiscal year
Fiscal year
Supp. No. 16 CHTi:10
4.07
4.06
No. R-1
UNITED STATES OF AMERICA
STATE OF FLORIDA
VILLAGE OF KEY BISCAYNE
CAPITAL IMPROVEMENT AND LAND ACQUISITION REVENUE BONDS
SERIES 2004
Registered Owner: SunTrust Bank
Principal Amount: The lesser of (i) $2,800,000 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 o t- l.'+ i olding or deductions for
taxes.
This Bond is issued u POEtIL
i 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. 2002-2 duly adopted by the Village Council
(the "Council") of the Village on April 23, 2002 ("Ordinance 2002-2"), Ordinance No. 2004-8
duly adopted by the Council on August 31, 2004 ("Ordinance 2004-8", and together with
Ordinance 2002-2, the "Ordinance"), and Resolution No. 2004-42 adopted on October 12, 2004
(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 reimbursing the project
fund for costs of acquiring land located at 530 Crandon Boulevard (the former Citgo Station site)
for Village purposes, financing a portion of the costs of site improvements for the Village's civic
center, 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, 2005, at
an interest rate equal to 3.83% 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
{M1265523_1}
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/h 15/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 5.8982%, 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 Determinatio • f y l s h • + • .1 "nterest, additions to tax,
penalties and interest shall be i ill o t r uc+ g Interest Payment Date
following the Determination o ility" shall mean (i) the
issuance by the Internal Reve rvi a t�_ + ficiency 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);
(b) B equals the interest rate on the Bonds (expressed as a percentage); and
{M1265523_1}
2
(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 am
law, rule, regulation or execut
governmental agency which ch
reduction in yield on the Bond tl r t
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.
retains unpaid (a) if any
y any public body or
the Bonds or causes a
scribed above) to the
The principal of this Bond shall be subject to mandatory prepayment in quarterly
installments on each Interest Payment Date, commencing August 1, 2005 (each a "Scheduled
Due Date"). The schedule of principal and interest payments due on each Scheduled Due Date
shall be determined on April 30, 2005, 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 determined based on a seventeen and one-half (17.5) 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.
{M 1265523_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 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 Sectio 5- 0 - • . • f the Village Code and
(ii) Stormwater Utility Fees as Statutes, and imposed
pursuant to Ordinance No. 93-11 a illa R 22, 1993 (as amended
by Ordinance No. 93-11-A); b 1 aft of y 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
respects to the terms of the Bond Ordinance and the restrictions of Section 166.241(3), Florida
{M1265523_1}
4
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 Village shall keep
registration of transfers Bo ds
or exchanged upon t
Village, together with
such Bonds in form
books for the registration of Bonds and for the
Bonds may be transferred
ge, upon delivery to the
e transfer or exchange, of
i 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
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.
(M1265523_1}
5
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 18th day of October, 2004.
SP
(SEAL)
VILLAGE OF KEY BISCAYNE, FLORIDA
Village Clerk
{M1265523_1}
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 Exchan
a commercial bank or a trust
NOTICE: No transfer will bi'Te terea'' hd1 b new wilfbe issued in the name of the
Transferee, unless the signature(s) to this assignment corresponds with the name as it appears
upon the face of the within 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.)
TEN ENT - as tenants by
the entirety
JT TEN - as joint tenants with
right of survivorship and
not as tenants in common
Custodian for
(Minor)
under Uniform Gifts to Minors
Act of
(State)
Additional abbreviations may also be used though not in the list above.
{M1265523_1)
7
AGREEMENT TO MAKE ADVANCES
$2,800,000
Village of Key Biscayne, Florida
Capital Improvement and Land Acquisition Revenue Bonds, Series 2004
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.
2004-42, adopted by the Village Council of the Village of Key Biscayne, Florida, on
October 12, 2004, authorizing the above captioned Bonds.
SUNTRUST BANK
By:
r
Del e Joseph, ice '' esident
{M1264134_1)
NOTICE OF ADVANCE
$2,800,000
Village of Key Biscayne, Florida
Capital Improvement and Land Acquisition Revenue Bonds, Series 2004
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 October 18, 2004 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. 2004-42,
adopted by the Village Council on October 12, 2004, 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 18th day of
October, 2004.
V KEY
4Z-1.47,
-?�-
LORIU3
VILLAGE OF KEY BISCAYNE
ager
Account Information:
SumiauSr %ANK
-Llan1c-of-Ameiica--T-ampa-fer-ereflit-te+-t4te-rStete-Rearfl-ef-A-elfninistfatien
ABA #: -063 100277- 661 OOO I Ott
Account #: 0 10600 11,2 4- Q tsO g
For further credit to: The Village of Key Biscayne
{M1264118_2}
October 18, 2004
To: Village of Key Biscayne, Florida
Re: $2,800,000 Village of Key Biscayne, Florida
Capital Improvement and Land Acquisition Revenue Bonds, Series 2004
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.
(f) The name and address of the Purchaser is SunTrust Bank, 777 Brickell
Avenue, Miami, Florida 33131.
(g)
{M1263308_2}
The Village is proposing to issue $2,800,000 of Bonds for the purpose of
reimbursing the project fund for costs of acquiring land located at 530
Crandon Boulevard (the former Citgo station site) for Village purposes,
financing a portion of the costs of site improvements for the Village's
civic center, 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 18 years. At an assumed
interest rate of 3.83% (the fixed rate for the first 8 years) total interest paid
over the life of Bonds will be $1,086,569. 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
Village. Assuming the interest rate on the Bonds remains at 3.83% over
the life of the Bonds, authorizing the Bonds will result in a maximum
amount of $3,886,569 of Non -Ad Valorem Revenues not being available
to finance the other services of the Village each fiscal year for 18 years.
(h) The Purchaser understands that you require no other disclosures with
respect to the Bonds.
Very truly yours,
SUNTRUST BANK
{M1263308_2}
By:
2
Dell' Joseph, Vice President
From: <Williams_Sharon@fsba.state.fl.us>
To: <CLM@adorno.com>
Date: 10/7/2004 3:34:44 PM
Subject: RE: Notice of Sale - Village of Key Biscayne, Florida
Cynthia,
This is your confirmation upon receipt for the above notice of sale.
Thank you,
Sharon
Sharon A. Williams
Division of Bond Finance/Local Government Section
State of Florida
State Board of Administration
Direct Line (850) 413-1304
Main Line (850) 488-4782
Fax (850) 413-1315
Williams_Sharon@fsba.state.fl.us
----Original Message
From: Cynthia Moore [mailto:CLM@adorno.com]
Sent: Thursday, October 07, 2004 3:31 PM
To: Williams_Sharon@fsba.state.fl.us
Cc: Jeffrey DeCarlo (7276)
Subject: Notice of Sale - Village of Key Biscayne, Florida
Ms. Williams, attached is the notice of sale. Please email me with the
confirmation. Thank you.
ADORNO & Yoss
A PROFESSIONAL ASSOCIATION
260 I SOUTH BAYSHORE DRIVE, SUITE 1600
MIAMI, FLORIDA 33133-5412
PHONE: (305) 858-5555, FAX: (305) 858-4777
WWW.ADORNO.COM
JEFFREY D. DECARLO
October 7, 2004
VIA E -Mail
Ms. Sharon Williams
Division of Bond Finance
State Board of Administration
1801 Hermitage Boulevard, Suite 100
Tallahassee, Florida 32308
DIRECT LINE:(305) 860-7276
EMAIL: JDC( ADORNO. COM
Re: $2,800,000 Village of Key Biscayne, Florida
Capital Improvement and Land Acquisition Revenue Bonds, Series 2004
Ladies and Gentlemen:
We are serving as Bond Counsel for the issuance by the Village of Key Biscayne,
Florida of its $2,800,000 Capital Improvement and Land Acquisition Revenue Bonds,
Series 2004 (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 October 12, 2004 and issued on
October 18, 2004.
The Bonds are being issued to provide funds to reimburse the project fund for
costs of acquiring land for Village purposes, finance a portion of the costs of site
improvements for the Village's civic center, 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,
ADORNO & YOSS, P.A.
Jeffrey D. DeCarlo
(M1264170_1}
ATLANTA
BOCA RATON DELRAY BEACH
FORT LAUDERDALE 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 April 23, 2002, the date on which Ordinance No. 2002-2 ("Ordinance 2002-2")
authorizing the issuance of not exceeding $1,500,000 revenue 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 16, 2004
November 12, 2002
November 16, 2004
November 12, 2002
November 16, 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 August 31, 2004 and October 12,
2004, the dates on which Ordinance No. 2004-8 ("Ordinance 2004-8," and, together with
Ordinance 2002-2, the "Ordinance") and Resolution No. 2004-42, (the "Resolution," and
collectively with the Ordinance, the "Bond Ordinance") authorizing the issuance of not
exceeding $2,800,000 Village of Key Biscayne, Florida, Capital Improvement and Land
Acquisition Revenue Bonds, Series 2004 (the "Bonds"), were 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 14, 2000
November 12, 2002
November 14, 2000
November 12, 2002
November 12, 2002
November 14, 2000
November 12, 2002
Ending Date of Current Term
November 16, 2004
November 16, 2004
November 16, 2004
November 16, 2004
November 16, 2004
November 16, 2004
November 16, 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:
{M1263308_2}
Title
Mayor
Village Clerk
Village Manager
Village Attorney
Name
Robert Oldakowski
Conchita H. Alvarez
Jacqueline R. Menendez
Weiss Serota Helfinan
Pastoriza Guedes Cole &
Boniske, P.A.
Beginning Date
of Current Term
November 12, 2002
November 14, 1996
May 6, 2002
November 29, 1991
Ending Date
of Current Term
November 16, 2004
Discretion of Council
Discretion of Council
Discretion of Council
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of
the Village this 18th day of October, 2004.
vis. !A,
FLORt%N
{M1263308_2}
2
Village Clerk
SIGNATURE AND NO LITIGATION CERTIFICATE
We, the undersigned, DO HEREBY CERTIFY that:
1. We did heretofore cause to be officially documented the $2,800,000
Capital Improvement and Land Acquisition Revenue Bonds, Series 2004 of the Village of Key
Biscayne, Florida (the "Village") dated October 18, 2004, issued as one Bond in the principal
amount of $2,800,000 (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. 2002-2 adopted on April 23, 2002,
Ordinance No. 2004-8 adopted on August 31, 2004 and Resolution No. 2004-42 adopted on
October 12, 2004 (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.
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
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.
{M1263308_2}
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, 2003 (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 18th day of October, 2004.
(SEAL)
{M12633082}
SIGNATURE TITLE OF OFFICE
Mayor
£��d�p
4'i� Village Clerk
TERM OF OFFICE EXPIRES
November 16, 2004
Discretion of Village Council
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 $2,800,000 Village of
Key Biscayne, Florida, Capital Improvement and Land Acquisition Revenue Bonds, Series 2004
(the "Bonds") that:
1. The Purchaser has received executed copies of Ordinance No. 2002-2
adopted by the Village Council of the Village of Key Biscayne, Florida (the "Village") on
April 23, 2002, Ordinance No. 2004-8 adopted on August 31, 2004 and Resolution No.
2004-42 adopted on October 12, 2004, and said Ordinances 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.
{M1263308_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 18th day of October, 2004.
SUNTRUST BANK
By:
{M1263308_2}
Delle Joseph, Vic President
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 $2,800,000 Capital Improvement and
Land Acquisition Revenue Bonds, Series 2004 (the "Bonds"). The undersigned is the official
charged with others with responsibility for issuing the Bonds.
1. General.
(a) The Bonds are being issued on the date hereof pursuant to Ordinance No.
2002-2 adopted by the Village Council on April 23, 2002, Ordinance No. 2004-8 adopted by the
Village Council on August 31, 2004 and Resolution No. 2004-42 adopted by the Village Council on
October 12, 2004 (collectively, the "Bond Ordinance") to provide funds to reimburse the project
fund for costs of acquiring land for Village purposes, finance a portion of the costs of site
improvements for the Village's civic center, 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 Bonds will be used in any manner that would cause the 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 $2,800,000 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) $22,000 of the First Advance will be used within six months of the date hereof
to pay costs of issuing the 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.
{M12642072}
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 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 $140,000 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 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 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 Bonds). All amounts in the Bond Fund will be expended to
pay debt service on the 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 Bonds and will not
be available if needed to pay such debt service.
Arbitrage Certificate
{M1264207_2}
2
4. Arbitrage Rebate.
The aggregate face amount of all tax-exempt bonds (other than private activity bonds)
issued by the Village during calendar year 2004 is not expected to exceed $5,000,000. Therefore, the
Village qualifies for the exception to arbitrage rebate contained in Section 148(f)(4)(D) of the Code.
In the event such exception or another exception from rebate is not available, the Village has
covenanted to satisfy the arbitrage requirements of Section 148 of the Code including making the
necessary calculations and payments, if any, with respect to the rebate requirement. For purposes of
this Section 4, "proceeds" includes the amount of investment proceeds on the Bonds reasonably
expected by the Village on the date of issuance of the Bonds.
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 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 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 Bonds or
otherwise to create replacement proceeds for such debt or for the 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 2004 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
tax-exempt obligations during calendar year 2004 and neither the Village nor any such entities
expect to issue tax-exempt obligations during calendar year 2004, other than the Bonds and a
$400,199 lease - purchase obligation for police vehicles.
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.
Arbitrage Certificate
{M1264207_2}
3
(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 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 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 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.
(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 Bonds contained in
section 149(b)(2)(B) of the Code.
(c) No portion of the proceeds of the 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.
Arbitrage Certificate
{M1264207_2}
4
(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 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 Bonds that
would cause the Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. No
portion of the proceeds of the Bonds will be intentionally used in the manner described in section
148(a)(1) or (a)(2) of the Code.
(f) 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 Bonds will
be used for construction expenditures with respect to property owned by the Village.
(g) 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 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).
[Remainder of this page intentionally left blank]
Arbitrage Certificate
{M1264207_2}
5
IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 18th day of
October, 2004.
Arbitrage Certificate
(M1264207_2}
VILLAGE OF KEY BISCAYNE, FLORIDA
6
Aiettt,lvL_-
Robert Oldakowski, Mayor
Form 8038-G
(Rev. November 2000)
Department of the Treasury
Internal Revenue Service
Information Return for Tax -Exempt Governmental Obligations
► 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 1 Reporting Authori
If Amended Return, check here ►
1 Issuer's name
Village of Key Biscayne, Florida
2 Issuer's employer identification number
65-0291811
3 Number and street (or P.O. box if mail is not delivered to street address)
88 West McIntyre Street
Room/suite
4 Report number
3 2004-1
5 City, town, or post office, state, and ZIP code
Key Biscayne, Florida 33149
6 Date of issue
October 18, 2004
7 Name of issue
Capital Improvement and Land Acquisition Revenue Bonds,Series 2004
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 legal representative
305-365-5506
Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule
11
12 ❑ Health and hospital
13 ❑ Transportation
14 ❑ Public safety
15 ❑ Environment (including sewage bonds)
16 ❑ Housing
17 ❑ Utilities
18 ® Other. Describe* Community Center
19
20
P
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
11/01/2022
$ 2,800,000
$ 2,800,000
N/A years
Variable%
Uses of Proceeds of Bond Issue (including underwriters' discount)
22 Proceeds used for accrued interest
23 Issue price of entire issue (enter amount from line 21, column (b))
24 Proceeds used for bond issuance costs (including underwriters' discount)
24
22 , 000
22
23
2 , 800 , 0 00
22,000.00
25 Proceeds used for credit enhancement y
25
`
26 Proceeds allocated to reasonably r .., '< .. ve oer replacement fund ..
26
27 Proceeds used to currentl u-
27
28 Proceeds used to advan e refu 14 : . r issues q
28
29
29 Total (add lines 24 throu. 2 .. .. ..
30 Nonrefunding proceeds o s ist$tr ct li -ro
.
1 n1, line 23 and enter amount here)
30
2,778,000.00
ifs
Description of -�= ' e&-Bokik(gyjete this part only for refunding bonds.)
31
32
33
34
40,
❑ Education
If obligations are TANs or RANs, check box ► ❑ If obligations are BANs, check box
If obligations are in the form of a lease or installment sale, check box
► ❑
11
12
13
14
15
16
17
18
Enter the remaining weight aver�(e i�litjr� he bonds to be currently refunded
Enter the remaining weighte av T'fiatturity of the bonds to be advance refunded
Enter the last date on which t e refunded bonds will be called
Enter the date(s) the refunded bonds were issued ►
►
►
years
years
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a
b Enter the final maturity date of the guaranteed investment contract ►
37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
b 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 p.-
38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ► ❑X
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 _ ► ❑
0
Sign
Here
For Pape
SW FED6403F
Under penal
they are
f perjury, I decl-re that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief,
rrect, and co' . et
a re of is 7er's authoriz-. repr- a
Jacqueline Menendez
10/18/04 ' Village Manager
Date Type or print name and title
Reduction Act Notice, see page 2 of the Instructions. ISA
Form 8038-G (Rev. 11-2000)
ADORNO & Yoss
A PROFESSIONAL ASSOCIATION
2601 SOUTH BAYSHORE DRIVE, SUITE 1600
MIAMI, FLORIDA 33133-54 1 2
PHONE: (305) 858-5555, Fax: (305) 858-4777
WWW.ADORNO.COM
JEFFREY D. DECARLO
October 19, 2004
DIRECT LINE: (305) 860-7276
EMAIL: JOC@AOORNO.COM
VIA CERTIFIED RETURN RECEIPT REQUESTED
Z299 857 999
Internal Revenue Service Center
Ogden, UT 84201
Re: $2,800,000 Village of Key Biscayne, Florida
Capital Improvement and Land Acquisition Revenue Bonds,
Series 2004
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, P.A.
Jeffrey D. DeCarlo
JDC/clm
Enclosure
{M1264735_1}
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,
2005 is $3,875,335,514. One percent (1%) of such amount is $38,753,355 (the "Assessed Value
Limitation").
(2) 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, the Village's $9,987,551 Capital Improvement Revenue
Bonds, Series 2002 (the "2002 Capital Improvement Bonds"), the Village's $691,744 lease -
purchase obligation in 2003 (the "2003 Lease -Purchase") and the Village's proposed $2,800,000
Capital Improvement and Land Acquisition Revenue Bonds, Series 2004 (the "2004 Capital
Improvement Bonds") constitute the only outstanding Debt of the Village within meaning of the
Debt Cap Ordinance. The currently outstanding amount of the 1999 Capital Improvement Bonds
is $9,270,000, the currently outstanding amount of the 2000 Capital Improvement Bonds is
$10,000,000, the currently outstanding amount of the State Sewer Loan is $403,741, the currently
outstanding amount of the 2002 Capital Improvement Bonds is $9,891,895, the current
outstanding amount of the 2003 Lease -Purchase is $691,744 and the current outstanding amount
of the 2004 Capital Improvement Bonds is $2,800,000 (the "Outstanding Debt"), for a total of
$33,057,380.
(3) The amount of principal and interest payable during the fiscal year ended
September 30, 2017 (the year in which combined debt service is the highest) with respect to the
1999 Capital Improvement Bonds is $831,480, with respect to the 2000 Capital Improvement
Bonds is $885,234, with respect to the 2002 Capital Improvement Bonds is $370,588, with
respect to the State Sewer Loan is $28,134, and with respect to the 2004 Capital Improvement
Bonds is $219,785, for a total of $2,335,221.
(4) Total general fund expenditures of the Village for the fiscal year ended September
30, 2004 was $17,633,800, and 15% of such amount is $2,645,070 (the "General Fund
Expenditure Limitation").
(5) The Outstanding Debt does not exceed the Assessed Value Limitation.
(6) The amount in (3) does not exceed the General Fund Expenditure Limitation.
{M1263308_2}
IN WITNESS WHEREOF, the undersigned has set his hand this 18th day of October
2004.
VILLAGE OF KEY BISCAYNE, FLORIDA
Y
queline R. Menendez,
Manager
(M1263308_2} 2
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 and Land Acquisition Revenue Bonds Series 2004 (the
"Bonds") are being issued and sold as a single registered Bond maturing on November 1, 2022 in
the aggregate principal amount of $2,800,000 on this date, (ii) such single bond bears interest at
the rate of 3.83% 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 September 30, 2004, the average net interest cost rate, computed
in accordance with Section 215.84(3), Florida Statutes, by adding 300 basis points to 4.54%
("The Bond Buyer 20 Bond Index" published immediately preceding the first day of the calendar
month in which the Bonds are sold) is 7.54%, and (iv) the initial interest rate on the Bonds equal
to 3.83% does not exceed the average net interest cost rate equal to 7.54%.
Dated as of the 18th day of October, 2004.
VILLAGE OF KEY BISCAYNE, FLORIDA
y:
ca -a,4 L,
Robert Oldakowski, Mayor
{M1263308_2)
44 Friday, October 8, 2004
THE BOND BUYER
Market Indicators
Dollar amounts are in millions
Daily Yesterday Mange
04Y4 2004
109h am Low2004
DIM Weekly
Municipal Bond Index 111.02 4132 116-02 (3/11) 104-30 (5/13) Bond Buyer Revenue Bond Index 5.08% 5.02% 5.45% (5/13) 4.73% (3/18)
40 Average Dollar Price 100.66 -0.10 105.30 (3/11) 95.18 (5/13) Bond iiuyer 20 -Bond Index 4.61% 4.54% 5.14% (5/13) 4.35% (3/11)
AverageYleld to Par Cat 4.92 +0.01 5.63 (5/13) 4.31 (3/10) Bond Buyer 11 -Bond Index 454% 4.47% 5.05 % (5/13) Average YeldtoMaturity 4.97 +0.01 5.32 (6/14) 4.65 (3/9) 4.25 % (3/11 )
Bond Buyer One -Year Note Index 1.71% 1.66% 1.71% (10/6) 0.99% (3/17)
Wk orla/4D4 Wk of 10/1/04 Wko19/24/04 Wk or 10/3/03
New -Issue Sales (S mills) ESTIMATE ACTUAL REVISED REVISED
1 T
o " n Change NiDept gh Date Long -Term Bonds $4,671.3 $5,666.9 '$6,297.8 $7,390.6
30 -Day Visible Supply ($mills) Negotiated Bonds 2,546.8 4,134.4 5,030.0 5,875.2
Total (Oct 8) $5,373.0 41,209.3 $14,554.7 (3/30) $3,220.5 (9/2) Competitive Bonds 2,124.4 1,525.4 1,263.2 1,010.5
Competitive $2,454.5 414.9 $3,987.4 (7/13) $585.7 (8/6) Short -Term Notes 278.5 6,520.1 1,124.7 1,616.3
Negotiated $2,918.6 41,194.4 $13,082.5 (4/30) $1,724.2 (10/7) Long -Term Bond Sales Thu 10/9/04 Tiro 9020/04 Tr 524104 Thru9l2De3
Month to Date $5,160.3 $23,237.5 $18,059.6 $26,258.9
The 30 -Day Visible Supply reflects the total dollar volume of bonds to be offered at competitive bidding and through negotiation Year to Date $272,204.7 $267,04 .4 $261,866.5 $291,215.2
over the next 30 days: It includes issues scheduled for sale on the date listed along with anticipated offerings listed in that day's This week's volume includes sales expected to close on Friday. Next week's estimated volume excludes bond offerings on a "day
"Competitive Bond Offerings" and "Negotiated Bond.Offerings" tables. to day' schedule.
Current
107/04
Previous
9/9004
2004
High
Dose
2004
Low Date
Short -Term Tax -Exempt Yields
Selected MIG-1/SP-1+Notes
Oct 7,2004
Oct 6, 2004
Oct 9, 2003
California Runs 3s (June 05)
1.70
1.70
1.45
Los Angeles Co Trans 3s (Jule 05)
1.68
1.60
0.97
New Jersey Trans 3s (June 05)
1.68
1.70
n.a.
Texas Trans 3s {Aug 05)
1.70
1.70
1.05
Municipal Market Data Commercial Paper (30 -Day)
- 1.60
1.60
0.90
One -Month Note (MIG-7)
1.60
1.60
0.95
Three -Month -
1.60
1.60
0.95
Six -Month
1.58 .
1.58
. 0.95
One -Year - -
1.74
1.74
1.03
Variable -Rate Demand (Non-AMT/AfifT)
Daily General Market
1.57/1,62
1.53/1.59
0.81/0.88
Seven -Day General Markets
0017, 2004
1.66/1.72
9‘4730, 200.
1.76/1.84
Oct 9,2003
1.02/1.14
Oct6,2004
- Sep 29, 2004
Oct a, 2003
Lohman Brothers
Money Market Municipal index
1.57
1.57
1.10
Cltigroup Global Markets Inc.
. Base Rate (taxable and tax-exempt)
1.55.
1.49
1.02
The Bond Buyer
Oct 6,2004
*29, 2004
Oct 8, 2003
One -Year Note Index
1.71
1.66
1.06
First Albany Corp.
First Albany Short -Term Index (FAST)
' 1.62
1.71
0.93
Market Data
SeP 20, 2004Municipal
2001
Oa 1,2003
The$ond Market Association"" Municipal Swap Index
1.69
1.51
1.04
- -
, Ponder & Co.
Oct 7,2004.
Sep 30, 2004
0019, 2003
VadFa3TM
1.64
1.70
- 0.96
Municipal Market Data General Obligation Yields
Aaa
Aaa
(pure) '
(ins)
Aa
A
Bea
2005 1.65
1.70
1.69
1.79
2.14
2009 2.75
2.84
2.83
2.99
3.43
2014 3.56
3.69 .
3.67
3.85
4.25
2019 4.00
4.12
4.11
4.26
' 4.64
2024 4.43
4.54
4.52 '
4.66
4,99
2029 4.71
' 4.81
4:80
4.93
5.23
2034 4.75
4.85
4.84
4.95
5,25
Figures are to 3:15 p.m. EDT, Oct 7, 2004 Although they have been obtained from sources considered reliable,
there is no guarantee of completeness or accuracy.
The above data, provided by Municipal Market Data (817-856-2900), Is the copyright property of Thomson Financial
and is not for distribution.
0'
U.S. Securities Prices
Prices as of'3p.m. ET. Source: GovPx Init.
Treasury Bills
YeateNars
(In percent of discount) aIdODM
1 M -11 /4/2004 1.530/525
3M - 1/6/2005 1.660/660
6M - 4/7/2005 1.980/975
Treasury Notes and Bonds
Yesterday's Prev. Days Yesterdays
On points aid 32da) BME011er Sidbller Bid YYield
2Y - 2% due 9/2006 ' 99.200/202 99.20+/212 2.696
5Y - 3% due 10/2009 99.09+/10+ n.a./n.a. 3.530
10Y - 4' due 8/2014 100.010/02+x 100.080/090 4.246
30Y - 5% due 2/2031 105.14+115+ 106.010/020 5.000
Prey. Day's Yesterday's
BOOtier Bid Yield
1.525/520 1.553
1.675/665 1.690
1.985/980 2.028
Plus signs indicale an additional one -641h. It no bid is available, the yield shown represents th yield at the last trade.
Lehman Brothers Long Treasury Bond Index
Close
High
Low
Price lades Yield Index Total
Yesterday Prey. Day . Change Yesterday Prey. Day Change Return
1741.41 1746.52 -5.11 4.82 4.80 +0.02 12544.98
1744.02 - - -- - - 12563.77
1740.88 - - - - 12541.23
The Lehman Brothers Long Treasury Bond Index represents the weighted average of all publicly held issues with maturities between
to and 30 years (Dec. 31, 1980 =1000.)
Visible Supply Rises
Aug 27 - Oct 8
lillilil
IIII
827 9/1 9/6 9/9 9/14. 010 9/22 9/27 9/30 10/5 10/8
■Corripetitive ONegotiated
Figures are inbilllias of dollars
RECEIPT FOR BONDS
SUNTRUST BANK hereby acknowledges receipt of $2,800,000 aggregate principal
amount of Village of Key Biscayne, Florida, Capital Improvement and Land Acquisition
Revenue Bonds, Series 2004.
IN WITNESS WHEREOF, I hereunto set my hand this 18th day of October, 2004.
SUNTRUST BANK
By:
L 7ccit/'
Delle Joseph, Vice President
{M1263308_2}
ADORNO & Yoss
A PROFESSIONAL ASSOCIATION
2601 SOUTH BAYSHORE DRIVE, SUITE 1600
MIAMI, FLORIDA 33133-5412
PHONE: (305) 858-5555, FAX: (305) 858-4777
WWW.ADORNO.COM
JEFFREY D. DECARLO EMAIL: JDC@ADORNO.COM
October 18, 2004
The Village Council of the Village of Key Biscayne
Key Biscayne, Florida
SunTrust Bank
Miami, Florida
Re: $2,800,000 Village of Key Biscayne, Florida
Capital Improvement and Land Acquisition Revenue Bonds,
Series 2004
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 $2,800,000 Capital Improvement and Land
Acquisition Revenue Bonds, Series 2004 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.
2002-2 duly adopted by the Village Council of the Village on April 23, 2002, Ordinance
No. 2004-8 adopted on August 31, 2004 and Resolution No. 2004-42 adopted on October
12, 2004 (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.
{M1264159_1}
ATLANTA
BOCA RATON DELRAY BEACH
FORT LAUDERDALE WEST PALM BEACH
The Village Council of the Village of Key Biscayne
SunTrust Bank
October 18, 2004
Page 2
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.
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).
{M1264159_1}
ATLANTA
BOCA RATON DELRAY BEACH
FORT LAUDERDALE WEST PALM BEACH
The Village Council of the Village of Key Biscayne
SunTrust Bank
October 18, 2004
Page 3
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.
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.
(tel-)-4
JDC/clm
{M1264159_1}
ATLANTA
BOCA RATON DELRAY BEACH
FORT LAUDERDALE WEST PALM BEACH
WEISS SEROTA HELFMAN
PASTORIZA GUEDES COLE & BONISKE, P.A.
ATTORNEYS AT LAW
MITCHELL A. BIERMAN
NINA L. BONISKE
MITCHELL J. BURNSTEIN
JAMIE ALAN COLE
EDWARD G. GUEDES
STEPHEN J. HELFMAN
HARRIET R. LEWIS
GILBERTO PASTORIZA
GARY I. RESNICK
JOSEPH H. SEROTA
NANCY E. STROUD
RICHARD JAY WEISS
DAVID M. WOLPIN
STEVEN W. ZELKOWITZ
THOMAS J. ANSBRO•
LILLIAN ARANGO DE LA HOZ•
JAMES E. BAKER
ALISON S. BIELER
MICHELLE BUCKALEW
MIAMI-DADE OFFICE
2665 SOUTH BAYSHORE DRIVE
SUITE 420
MIAMI, FLORIDA 33133
TELEPHONE 305-854-0800
TELECOPIER 305-854-2323
WWW.WSH-LAW.COM
BROWARD OFFICE
3107 STIRLING ROAD • SUITE 300
FORT LAUDERDALE, FLORIDA 33312
TELEPHONE 954-763-4242 • TELECOPIER 954-764-7770
The Village Council of the
Village of Key Biscayne, Florida
88 West McIntyre Street
Key Biscayne, Florida 33149
SunTrust Bank
Miami, Florida
Adorno & Yoss, P.A.
2601 South Bayshore Drive
Suite 1600
Miami, Florida 33133
*OF COUNSEL
October 18, 2004
Re: $2,800,000 Village of Key Biscayne Florida Capital
Improvement and Land Acquisition Revenue Bonds,
Series 2004
Ladies and Gentlemen:
ELAINE M. COHEN
JORGE L. CRUZ-BUSTILLO
VIVIAN DE LAS CUEVAS-DIAZ
STEPHANIE DEUTSCH•
DOUGLAS R. GONZALES
TARA L. GOULD
GREGORY A. HAILE
PETER A. LICHTMAN
KAREN LIEBERMAN•
MATTHEW H. MANDEL
MICHAEL J. MARRERO
ALEXANDER L. PALENZUELA-MAURI
MICHAEL S. POPOK•
JOHN J. OUICK
ANTHONY L. RECIO
SCOTT A. ROBIN
ANDREW E. RUSS
GAIL D. SEROTA*
JEFFREY P. SHEFFEL
JOSE S. TALAVERA
SUSAN L. TREVARTHEN•
JAMES E. WHITE
We have acted as Village Attorney for the Village of Key Biscayne, Florida (the
"Village") in connection with the issuance of the Village's $2,800,000 Capital
Improvement and Land Acquisition Revenue Bonds, Series 2004 (the "Bonds"). In such
capacity, we have examined the following:
a. Ordinance No. 2002-2 adopted by the Village Council on April 23,
2002, Ordinance No. 2004-8 adopted by the Village Council on
August 31, 2004 and Resolution No. 2004-42 adopted by the
Village Council on October 12, 2004, authorizing the issuance of
the Bonds (collectively, the "Bond Ordinance");
The Village Council of the Village of Key Biscayne, Florida
SunTrust Bank
Adorno & Yoss, P.A.
October 18, 2004
Page 2
b. The Village Charter, as amended (the "Charter"), and Chapter 166,
Florida Statutes, as amended; and
c. 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 has been duly adopted and no further action of the
Village is required to authorize the issuance, sale and delivery of the Bonds. The Bond
Ordinance constitutes a legal, valid and binding obligation of the Village, enforceable in
accordance with its terms, except as enforcement may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting
creditor's rights generally or by general principles of equity.
2. The issuance, sale and delivery of the Bonds and the adoption of the Bond
Ordinance and compliance with the provisions thereof, under the circumstances
contemplated thereby, are permitted under the provisions of the Charter, including, in
particular, Section 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 adversely affect the validity of the Bonds or the security therefor.
Respectfully submitted,
WEISS SEROTA HELFMAN
PASTORIZA GUEDES COLE &
BONISKE, P.A.
By:
WEISS SEROTA HELFMAN
PASTORIZA GUEDES COLE & BONISKE, P.A.
ADORNO & YOSS
A PROFESSIONAL ASSOCIATION
2601 SOUTH BAYSHORE DRIVE, SUITE 1600
MIAMI, FLORIDA 33133-54 I 2
PHONE: (305) 858-5555, FAx: (305) 858-4777
WWW.ADORNO.COM
JEFFREY D. DECARLO
October 19, 2004
Ms. Sharon Williams
Division of Bond Finance
State Board of Administration
1801 Hermitage Boulevard, Suite 100
Tallahassee, Florida 32308
Dear Sharon:
DIRECT LINE: (305) 860-7276
EMAIL: JDC@ADORNO.COM
Re: $2,800,000 Village of Key Biscayne, Florida
Capital Improvement and Land Acquisition Revenue Bonds,
Series 2004
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.
Very truly yours,
ADORNO & YOSS, P.A.
Jeffrey D. DeCarlo
JDC/clm
Enclosure
{M1264731_1}
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 _ OTHER (SPECIFY)
PART IL BOND ISSUE INFORMATION
1. NAME OF BOND ISSUE: $2,800,000 Village of Key Biscayne, Florida, Capital Improvement and Land Acquisition
Revenue Bonds, Series 2004
2. AMOUNT ISSUED: $ 2,800,000 3. AMOUNT AUTHORIZED: $ 2,800,000
4. DATED DATE: October 18, 2004 5. SALE DATE: October 12, 2004 6. DELIVERY DATE: October 18, 2004
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)
1
11 A. PURPOSE(S) OF THE ISSUE:
(1) PRIMARY See attached.
(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
B. IF YES, APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY?
NO
%
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
HUD MBIA _ NGM LOC(LETTER OF CREDIT) _ OTHER (SPECIFY)
X NOT INSURED
FSA
15. RATING(S): MOODY'S S & P FITCH DUFF&PHELPS _ OTHER (SPECIFY)
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.
2
17. LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS: Prepayable in whole or inpart at any time at par.
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
BOND COUNSEL(S):
Adorn° & Yoss, P.A.
NO FINANCIAL ADVISOR NO OTHER PROFESSIONALS
2601 South Bayshore Drive, Suite 1600
Miami, Florida 33133
FINANCIAL ADVISOR(S)/CONSULTANT(S):
OTHER PROFESSIONALS:
Weiss Serota Helfman Pastoriza Guedes Cole Boniske, P.A.
2665 South Bayshore Drive, Suite 204, Miami, Florida 33133
20. PAYING AGENT Village of Key Biscayne NO PAYING AGENT
21. REGISTRAR Village of Key Biscayne NO REGISTRAR
22. COMMENTS:
PART IlL RESPONDENT INFORMATION
FOR ADDITIONAL INFORMATION, THE DIVISION SHOULD CONTACT:
Name and Title
Jeffrey D. DeCarlo, ESQ. Phone 305-860-7276
Company Adomo & Yoss, P.A.
INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If different from above):
Name and Title Phone
Company
Date Report Submitted October 18, 2004
3
BF2004-A and BF2004-B
NOTE: The following items are required to be completed in full for all bond issues except those sold pursuant to Section 154
Part III, Sections 159 Parts II, Ill 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:
NO FEE, BONUS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT
(1) COMPANY NAME Adorno & Yoss, P.A.
FEE PAID: $ 18,500 SERVICE PROVIDED or FUNCTION SERVED: Bond Counsel
(2) COMPANY NAME
FEE PAID: $ 2,000
(3) COMPANY NAME
FEE PAID: $
(4) COMPANY NAME
FEE PAID: $
Weiss Serota Helfman Pastoriza Guedes Cole & Boniske, P.A.
SERVICE PROVIDED or FUNCTION SERVED: Village Attorney
SERVICE PROVIDED or FUNCTION SERVED:
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
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(2) COMPANY NAME
FEE PAID: $ SERVICE PROVIDED or FUNCTION SERVED:
(3) COMPANY NAME
FEE PAID: $
SERVICE PROVIDED or FUNCTION SERVED:
(UNLESS YOU ARE EXEMPT FROM FILING A BF2004), PLEASE PROVIDE THE SIGNATURE OF EITHER THE CHIEF
EXECUTIVE OFFICER OF THE GOVERNING BODY OF THE UNIT OF LOCAL GOVERNME OR THE GOVERNMENTAL
OFFICER PRIMARILY RESPONSIBLE FOR COORDINATING THE ISSUANCE OF TH.E`rB NDS:
NAME (Typed/Printed): Jacqueline Menendez SIGNATURE:
TITLE: Village Manager DATE: October 18, 2004
4
BF2004-B
ITEMS 25 AND 26 MUST BE COMPLETED FOR ALL BONDS SOLD BY NEGOTIATED SALE
25. MANAGEMENT FEE CHARGED BY UNDERWRITER: $ PER THOUSAND PAR VALUE.
OR
PRIVATE PLACEMENT FEE: $
X NO MANAGEMENT FEE OR PRIVATE PLACEMENT FEE
26. UNDERWRITER'S EXPECTED GROSS SPREAD: $ PER THOUSAND PAR VALUE.
X NO GROSS SPREAD
PART IV. CONTINUING DISCLOSURE INFORMATION
In order to better serve local governments, the Division of Bond Finance will remind issuers as their deadlines
approach for filing continuing disclosure information required by SEC Rule 15c2-12, based on the following information:
27. Is the issuer required to provide continuing disclosure information in accordance with SEC Rule 15c2-12?
_ Yes __X__ No
28. If yes, on what date is the continuing disclosure information required to be filed?
29. Provide the following information regarding the person(s) responsible for filing continuing disclosure information required
by SEC Rule 15c2-12 and the continuing disclosure agreement (including other obligated parties, if appropriate).
Name:
Title:
Mailing Address:
Telephone Number:
FAX Number:
E-mail address (if e-mail notification is requested):
PART V. RETURN THIS FORM AND THE FINAL OFFICIAL STATEMENT, IF ONE WAS PREPARED,
TO:
Courier Deliveries:
Phone:
FAX:
Division of Bond Finance
State Board of Administration
1801 Hermitage Blvd., Suite 200
Tallahassee, FL 32308
850/413-1304 or 413-1305
850/413-1315
Mailing Address:
Division of Bond Finance
State Board of Administration
P. O. Drawer 13300
Tallahassee, FL 32317-3300
REVISED Dec. 9, 2002 / bfcombo
5
Attachment to BF2003
Issuer: Village of Key Biscayne, Florida
11. Reimburse the project fund for costs of acquiring land for Village purposes, finance a
portion of the costs of site improvements for the Village's civic center, finance
architectural, engineering, environmental, legal and other planning costs related
thereto, and pay costs of issuance of the Bonds.
16. 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 5.8982%, 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.
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, 2005 (each a "Scheduled Due Date"). The schedule of
principal and interest payments due on each Scheduled Due Date shall be determined
on April 30, 2005, 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 a seventeen and one-half (17.5) 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.
041264540_1)