Loading...
HomeMy Public PortalAbout$4,000,000.tifADORNO & Yoss A LIMITED LIABILITY PARTNERSHIP 2525 PONCE DE LEON BOULEVARD SUITE 400 MIAMI FLORIDA 33134 6012 PHONE (305) 460 1 000 FAX (305) 460 1 422 WWW ADORNO COM JEFFREY D DECARLO Delle Joseph Vice President Suntrust Bank 777 Brickell Avenue, 4th Floor Miami FL 33131 Conchita H Alvarez Village Clerk Village of Key Biscayne, Florida 88 West McIntyre Street, Suite 220 Key Biscayne, FL 33149 DIRECT LINE (305) 460 1 025 EMAIL JDC@ADORNO COM January 18, 2007 Randy White Finance Director Village of Key Biscayne, Flonda 88 West McIntyre Street, Suite 220 Key Biscayne, FL 33149 David Wolpin, Esq Weiss Serota Helfman Pastonza Cole & Boniske, P A 2525 Ponce de Leon Blvd , Suite 700 Miami FL 33134 Re $4,000,000 Village of Key Biscayne, Florida Road Improvement Revenue Bonds, Series 2006 Lady and Gentlemen Enclosed please find the bound transcript for the above bond issue It was a pleasure working with you JDC/gr Enclosures Very truly yours, ADORNO & YOSS, LLP Jeffrey DeCarlo 1M 1582921_1 } ATLANTA BOCA RATON DELRAY BEACH FORT LAUDERDALE WEST PALM BEACH $4,000,000 VILLAGE OF KEY BISCAYNE, FLORIDA ROAD IMPROVEMENT REVENUE BONDS, SERIES 2006 December 14, 2006 ;M1573009_21 December 14 2006 $4,000,000 VILLAGE OF KEY BISCAYNE, FLORIDA Road Improvement Revenue Bonds, Series 2006 CLOSING INDEX 1 Certified copy of Ordinance No 2006-10 authonzing the issuance of the Bonds 2 Certified copy of Resolution No 2006-52 authonzing the issuance of the Bonds 3 Copy of Letter Regarding Interlocal Agreement with Miami -Dade County 4 Certified copy of the Village Charter 5 Specimen of Bond 6 Copy of letter from SunTrust Bank (the Bank ), dated December 14, 2006 disclosing the information required by the provisions of Section 218 385, Florida Statutes, as amended 7 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 8 Incumbency Certificate 9 Signature and No -Litigation Certificate 10 Certificate of Purchaser 11 Arbitrage Certificate 12 IRS Form 8038-G 13 Certificate regarding Compliance with Debt Cap 14 Certificate of Village as to Computation of Interest Rate in Compliance with Section 215 84(3) Florida Statutes 15 Bank s Receipt for the Bonds 16 Opinion of Adorno & Yoss, LLP {M1573009_21 17 Opinion of Weiss Serota Helfman Pastonza Cole & Boniske P A Village Attorney 18 Division of Bond Finance Form 2003/2004 19 Deposit Instructions {M1573009_21 2 VILLAGE OF KEY BISCAYNE Office of the Village Clerk Village Council Robert L Vernon Mayor Jorge E Mendia Vice Major Michael Davey Enrique Garcia Steve Ltedman Thomas Thornton Patricia Weinman Village Clerk Conchita 1-1 Alvarez CMC CERTIFICATION STATE OF FLORIDA COUNTY OF MIAMI-DADE I Conchita H Alvarez, duly appointed Village Clerk of the Village of Key Biscayne, Flonda, do hereby certify that the attached is a true and correct copy of Ordinance No 2006-10 adopted by the Village Council on November 14th, 2006 IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne, Florida, this 12th day of December, 2006 hita H Alvarez, CMC illage Clerk illage of Key Biscayne, Florida 88 West McIntyre Street • Suite 220 • Key Biscayne Florida 33149 • (305) 365 5506 • Fax (305) 365 8914 MMISSIU\ sl ATLMI 11 10 1 ROVIDC A SAFE QL ALITY COMMI NIL C\\ IRO\ME\1 I OR ALL ISLAM -MRS 1 I1ROL l 11 RESPONSIBLE C,OVERNMEN F u wu keybiccuj ne flgov ORDINANCE NO 2006-10 AN ORDINANCE OF THE VILLAGE OF KEY BISCAYNE, FLORIDA AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $4,000,000 OF ROAD IMPROVEMENT REVENUE BONDS OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, PROVIDING FOR A SUPPLEMENTAL RESOLUTION SETTING FORTH THE DETAILS OF SAID BONDS, AND PROVIDING AN EFFECTIVE DATE WHEREAS, the Village Council (the Council) of the Village of Key Biscayne, Florida (the Village) desires to authonze the issuance of not exceeding $4,000,000 of bonds for the purpose of financing a portion of the costs of road improvements within the Village (Crandon Boulevard Improvements --Phase III), financing architectural, engineering, environmental, legal and other planning costs related thereto, and paying costs of issuance of the bonds, and WHEREAS, the Council desires that the bonds be secured by revenues received by the Village from Miami -Dade County denved from toll revenues from the Rickenbacker Causeway, 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 authonzed to be issued Road Improvement Revenue Bonds (the "Bonds") of the Village, in an aggregate principal amount not to exceed $4,000,000, in one or more series, for the purpose of financing a portion of the costs of road improvements within the Village (Crandon Boulevard Improvements --Phase III), financing architectural, engineering, environmental, legal and other planning costs related thereto, and paying costs of issuance of the Bonds The Bonds shall be designated Village of Key Biscayne, Florida Road Improvement Revenue Bonds (with appropnate senes 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 sixteen (16) years from their date of issuance, shall bear interest from their dated date at a rate or rates not exceeding the {M1554820_2) 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 paces, 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 may be issued, at any time after the effective date of this Ordinance Section 2 The Village Manager and the Village Finance Director are each hereby authonzed to negotiate with banks or other financial institutions for the purchase of the Bonds and with respect to the terms of the Bonds The Village Attorney and Bond Counsel to the Village are hereby authonzed to draft documents and to do all other things necessary to accomplish the issuance and sale of the Bonds Section 3 This Ordinance will become effective immediately upon adoption on second reading PASSED AND ADOPTED on first reading this 24th day of October , 2006 PASSED AND ADOPTED on second reading this 14th day of Nove er , 2006 AT a/A? C • ' CHITA H ALVAREZ, CMC, VILLAGE CL APPROVED AS T FORM AND LEGAL SUFFI VILLAGE AT I RNE MAYOR ROBERT L VERNON MIAMI DAILY BUSINESS REVIEW Published Daily except Saturday Sunday and Legal Holidays Miami Miami Dade County Honda ATE OF FLORIDA )UNTY OF MIAMI DADE Before the undersigned authority personally appeared D V FERBEYRE who on oath says that he or she is the SUPERVISOR Legal Notices of the Miami Daily Business Review f/k/a Miami Review a daily (except Saturday Sunday and Legal Holidays) newspaper published at Miami in Miami Dade 1Dounty Florida that the attached copy of advertisement )eing a Legal Advertisement of Notice in the matter of VILLAGE OF KEY BISCAYNE SECOND READING BY THE VILLAGE COUNCIL FOR NOVEMBER 14 2006 n the XXXX Court ivas published in said newspaper in the issues of 11/02/2006 Nffiant further says that the said Miami Daily Business Review is a newspaper published at Miami in said Miami Dade :,ounty Florida and that the said newspaper has ieretofore been continuously published in said Miami Dade County -Iorida each day (except Saturday Sunday and Legal Holidays) lnd has been entered as second class mail matter at the post office in Miami in said Miami Dade County Florida for a )enod of one year next preceding the first publication of the ittached copy of advertisement and affiant further says that he or he has neither paid nor promised any person firm or corporation my discount rebate corn , .n or refund for the purpose )f securing ► adverts ment ft r publication in the said iewspap 3worn to and subscribed before me this SEAL) V FERBEYRE personally known to me Off ov Mane 1 Mesa _'- My Commission 00293855 'o,f Expires March 04 2008 _1(11ANX.4.0,19Mtf drik ' *Ini 41 if 2416 c 10 AIME 1�E LEMEN1tAL SW SEAta TE. bB-��1i(1�E, 0 alt VILLAGE OF KEY BISCAYNE Office of the Village Clerk Village Council Robert L Vernon Mayor Jorge E Mendia Vice Mayor Michael Davey Enrique Garcia Steve Ltedman Thomas Thornton Patricia Weinman 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 2006-52 adopted by the Village Council on December 5th, 2006 IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne, Florida, this 12th day of December, 2006 Ac/al,a, nchita H Alvarez, CMC lage Clerk lage of Key Biscayne, Florida 88 West McIntyre Street • Suite 220 • Key Biscayne Florida 33149 • (305) 365 5506 • Fax (305) 365 8914 MISSION STATEMENT 10 PRO\IDE A SAFE QlALITY (OM\I1 \ITN E\VIRONMEI\l IOR AIL ISLANDERS I HROL H RESPONSIBLE CO\ER\ME \1 u u u keybrccuyne f7 gov RESOLUTION NO 2006-52 A RESOLUTION OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, AUTHORIZING THE ISSUANCE OF ROAD IMPROVEMENT REVENUE BONDS, SERIES 2006, OF THE VILLAGE OF KEY BISCAYNE, FLORIDA, IN THE AGGREGATE PRINCIPAL AMOUNT OF $4,000,000 FOR THE PURPOSE OF FINANCING A PORTION OF THE COSTS OF ROAD IMPROVEMENTS WITHIN THE VILLAGE (CRANDON BOULEVARD IMPROVEMENTS -- PHASE III), 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 November 14, 2006, the Council adopted Ordinance No 2006-10 (the "Ordinance") authonzing the issuance of not exceeding $4,000,000 of bonds for the purpose of financing a portion of the costs of road improvements within the Village (Crandon Boulevard Improvements --Phase III), 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 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, Road Improvement Revenue Bonds of the Village to be designated "Village of Key Biscayne, Florida Road Improvement Revenue Bonds, Series 2006" (the "Bonds"), 1ML564905_21 are hereby authorized to be issued in an aggregate principal amount of $4,000,000 for the purpose of financing a portion of the costs of road improvements within the Village (Crandon Boulevard Improvements --Phase III), 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 $4,000,000 The Bonds shall mature on December 1, 2021 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 THE TOLL REVENUES, 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 AD VALOREM 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 AD VALOREM TAXATION (b) Interest Rate Subject to adjustment as provided below, the Bonds shall bear interest on the outstanding principal balance from their date of issuance payable quarterly on the first day of each March, June, September and December (the "Interest Payment Dates"), commencing March 1, 2007, at an interest rate equal to 4 05% per annum Interest on the Bonds shall be computed on the basis of a 360 -day year based on twelve 30 - day months (1) 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 6 12% per annum (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 (ML564905_21 2 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 (in) 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 (11) 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 appropnate, 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 (ML564905_21 3 (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') dunng 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 adj ustment (iv) Adjustment of Interest Rate for Other Changes Affecting After -Tax Yield So long as any portion of the principal amount of the Bonds or interest thereon remains unpaid (a) if any law, rule, regulation or executive order is enacted or promulgated by any public body or governmental agency which changes the basis of taxation of interest on the Bonds or causes a reduction in yield on the Bonds (other than by reason of a change described above) to the Owners or any former Owners of the Bonds, including without limitation the imposition of any excise tax or surcharge thereon, or (b) if, as a result of action by any pubic body or governmental agency, any payment is required to be made by, or any federal, state or local income tax deduction is denied to, the Owners or any former Owners of the Bonds (other than by reason of a change described above or by reason of any action or failure to act on the part of any Owner or any former Owner of the Bonds) by reason of the ownership of the Bonds, the Village shall reimburse any such Owner within five (5) days after receipt by the Village of written demand for such payment, and the Village agrees to indemnify each such Owner against any loss, cost, charge or expense with respect to any such change The determination of the after-tax yield calculation shall be verified by a firm of certified public accountants regularly employed by the Bank (or the current Owner of the Bonds) and acceptable to the Village, and such calculation, in the absence of manifest error, shall be binding on the Village and the Owners (c) Prepayment Provisions (i) Mandatory Prepayment The principal of the Bonds shall be subject to mandatory prepayment in quarterly installments on each Interest Payment Date, commencing March 1, 2007 (each a "Scheduled Due Date") The schedule of pnncipal and interest payments due on each Scheduled Due Date shall be as set forth in the Schedule to the Bond form attached hereto as Exhibit "A" 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 (ML564905_21 4 (n) Optional Prepayment Upon two (2) Business Days prior written notice to the Owner, the Village may prepay amounts owing under the Bonds at any time and from time to time Such prepayment notice shall specify the amount of the prepayment which is to be applied In the event of prepayment while the Bank is the Owner of the Bonds, the Village may be required to pay the Bank an additional fee (a prepayment charge) determined in the manner provided below, to compensate the Bank for all losses, costs and expenses incurred in connection with such prepayment The fee shall be equal to the present value of the difference between (1) the amount that would have been realized by the Bank on the prepaid amount for the remaining term of the Bonds at 4 05% and (2) the amount that would be realized by the Bank by reinvesting such prepaid funds for the remaining term of the Bonds at the Federal Reserve H 15 Statistical Release rate for fixed-rate payers in interest rate swaps, interpolated to the nearest month, that was in effect two Business Days prior to the Bonds prepayment date, both discounted at the same interest utilized in determining the applicable amount in (2) Should the present value have no value or a negative value, the Village may repay with no additional fee Should the Federal Reserve no longer release rates for fixed-rate payers in interest rate swaps, the Bank may substitute the Federal Reserve H 15 Statistical Release with another similar index The Bank shall provide the Village with a written statement explaining the calculation of the premium due, which statement shall, in absence of manifest error, be conclusive and binding Partial prepayments may be made, subject to a prepayment charge based upon the same calculation methodology described above Any partial prepayment shall be applied to installments of principal in the inverse order of maturity and shall not postpone the due dates of, or relieve the amounts of, any scheduled installment payments due hereunder Any amounts prepaid hereunder may not be re -borrowed For purposes of the preceding paragraph, the term Business Day shall mean any day other than a Saturday, Sunday or legal holiday or other day on which the Bank is authorized or required to close SECTION 3 EXECUTION OF BONDS The Bonds shall be signed in the name of the Village by the Mayor or Vice Mayor (or, in their absence, any other member of the Village Council) and the Village Clerk, and its seal shall be affixed thereto or imprinted or reproduced thereon The signatures of the Mayor or Vice Mayor (or, in their absence, any other member of the Village Council) and Village Clerk on the Bonds may be manual or facsimile signatures, provided that the signature of one of such officers shall be a manual signature In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer of the Village before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed and sealed such Bonds had not ceased to hold such office Any Bonds may be signed and sealed on behalf of the Village by such person as at the actual time of the execution of such Bonds shall hold the proper office, although at the date of such Bonds such person may not have held such office or may not have been so authorized (M1,564905_21 5 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 penod 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 pnor 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 pnncipal of the Bonds upon the registration books The Bond so redesignated shall have the remaining pnncipal as provided on such registration books and shall be deemed to have been issued in the denomination of the outstanding pnncipal 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 (ML564905 2( 6 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 Ownei 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 pnncipal 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 onginal, 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 secunty 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 PLEDGE OF REVENUES (a) The Village hereby pledges, assigns and grants a secunty interest to the Owners in the Toll Revenues in order to secure the pnncipal of and interest on the Bonds The Village covenants that for so long as the Bonds are outstanding it shall take all necessary steps to qualify to continue to receive the Toll Revenues as provided for in the Interlocal Agreement The Village represents and warrants to the Owners that there are no other obligations of the Village currently outstanding secured by the Toll Revenues (b) The Village will not issue any additional obligations secured by the Toll Revenues, unless (i) the ratio of the amount of Toll Revenues collected during the preceding fiscal year of the Village divided by the Maximum Annual Debt Service on all Debt Obligations secured by the Toll Revenues and on the Debt Obligations proposed to be issued, is at least equal to 1 20, (ii) no Event of Default exists hereunder and (in) the other covenants of the Village contained herein will continue to be met This provision shall not apply, however, if the Village has implemented as secunty for the Bonds a covenant to budget and appropnate from legally available non -ad valorem revenues of the Village as provided in paragraph (c) below (c) In the event the Toll Revenues are insufficient, at any time, to cover debt service on the Bonds, the Village shall take all steps necessary to secure the Bonds by a covenant to budget and appropriate from legally available non -ad valorem revenues of the Village, and in the event the Village does not do so within a reasonable time, the Owner shall have the right to demand immediate payment of the Bonds in full (ML564905_21 7 (d) As used in this Resolution, (i) the term "Toll Revenues" means the revenues received by the Village from Miami -Dade County derived from toll revenues from the Rickenbacker Causeway pursuant to the Interlocal Agreement, (ii) the term "Interlocal Agreement means the agreement between the Village and Miami -Dade County, relating to the sharing of the toll revenues from the Rickenbacker Causeway, (iii) the term "Maximum Annual Debt Service" means the maximum amount of pnncipal and interest required in the then current or any future fiscal year to pay all Debt Obligations, and (iv) the term "Debt Obligations" means debt service on debt obligations of the Village, including the Bonds, which are secured by or payable from the Toll Revenues (e) Calculations of Toll Revenues will be based on information denved from the most recently audited fiscal year end financial statements For purposes of calculating Maximum Annual Debt Service, the interest rate to be assumed for indebtedness bearing interest at a variable rate shall be equal to the higher of six percent (6%) per annum or the actual rate of interest paid by the Village with respect to such indebtedness during the month preceding the date of calculation, and such indebtedness shall be assumed to be fully funded SECTION 8 BOND FUND There is hereby created a fund entitled "Village of Key Biscayne, Florida Road Improvement Revenue Bonds, Series 2006 Bond Fund ' (the "Bond Fund ') There shall be deposited into the Bond Fund on each Interest Payment Date sufficient amounts of Toll Revenues (or, if required by Section 7 (c) hereof, available non -ad valorem revenues) which, together with the amounts already on deposit therein, will enable the Village to pay the principal of and interest on the Bonds on each Interest Payment Date Moneys in the Bond Fund shall be applied on each Interest Payment Date to the payment of principal of and interest on the Bonds coming due on each such date SECTION 9 INVESTMENT OF BOND FUND Subject to Section 12 hereof, funds in the Bond Fund may be invested in the following investments, maturing at or before the time such funds may be needed to pay principal of or interest on Bonds, to the extent such investments are legal for investment of municipal funds ("Authorized Investments") (a) The Local Government Surplus Funds Trust Fund, (b) Negotiable direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States Government at the then prevailing market price for such securities, (c) Interest -bearing time deposits or savings accounts in banks organized under the laws of the State of Florida (the "State' ), in national banks organized under the laws of the United States and doing business and situated in the State, in savings and loan associations which are under State supervision, or in federal savings and loan associations located in the State and organized under federal law and federal supervision, provided that any such deposits are secured by collateral as may be prescnbed by law, [ML564905 21 8 (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) Secunties 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 portfoho 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 APPLICATION OF BOND PROCEEDS The proceeds received upon the sale of the Bonds shall be applied simultaneously with the delivery of the Bonds, as follows 1 The Village shall first use the moneys to pay costs of the issuance of the Bonds 2 The remainder of the proceeds of the sale of the Bonds shall be deposited in a separate account (hereinafter referred to as the "Project Account") maintained by the Village 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 (ML564905_21 9 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 The registered Owners shall have no responsibility for the use of the proceeds of the Bonds, and the use of such Bond proceeds by the Village shall in no way affect the rights of such registered Owners The Village shall be obligated to apply the proceeds of the Bonds solely for financing costs of the Project However, the Village shall be irrevocably obligated to continue to pay the principal of and interest on the Bonds notwithstanding any failure of the Village to use and apply such Bond proceeds in the manner provided herein SECTION 11 FUNDS Each of the funds and accounts herein established and created shall constitute trust funds for the purposes provided herein for such funds and accounts respectively The money in such funds and accounts shall be continuously secured in the same manner as deposits of Village funds are authonzed to be secured by the laws of the State of Flonda 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 pnonties 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 1ML564905_21 10 obligations dunng calendar year 2006 and neither the Village nor any such entities expect to issue tax-exempt obligations during calendar year 2006 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 Road Improvement Revenue Bonds, Series 2006 Rebate Fund" (the "Rebate Fund") The Rebate Fund shall be held by the Village separate and apart from all other funds and accounts held by the Village under this Resolution and from all other moneys of the Village Notwithstanding anything in this Resolution to the contrary, the Village shall transfer to the Rebate Fund the amounts required to be transferred in order to comply with the Rebate Covenants, if any, attached as an Exhibit to the Arbitrage Certificate to be delivered by the Village on the date of delivery of the Bonds (the "Rebate Covenants"), when such amounts are so required to be transferred The Village Manager shall make or cause to be made payments from the Rebate Fund of amounts required to be deposited therein to the United States of America in the amounts and at the times required by the Rebate Covenants The Village covenants for the benefit of the Owners of the Bonds that it will comply with the Rebate Covenants The Rebate Fund, together with all moneys and securities from time to time held therein and all investment earnings derived therefrom, shall be excluded from the pledge and hen 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 Owners 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 Owners a copy of the operating budget for each upcoming fiscal year of the Village (b) The total Debt of the Village, including amounts authonzed 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 (1) 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, provided, (ML564905_21 11 however, that if in the future the Village Charter is amended to permit total Debt to exceed the amounts set forth above, then the total Debt of the Village permitted hereunder shall be deemed to be such greater amount consistent with the Charter (c) As used in this Section 15, the following terms shall have the meaning ascribed to them in this subsection (1) "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 obhgation 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 pnncipal and all financial fees arising from Debt or from the underlying contractual obligations, whether as originally incurred or subsequently deferred or otherwise renegotiated (in) `General Fund" shall mean any and all revenues of the Village, from whatever source denved, except those revenues derived from special assessments, user fees and charges and designated as a separate fund to finance goods and services to the public SECTION 16 COVENANTS BINDING ON VILLAGE AND SUCCESSOR All covenants, stipulations, obligations and agreements of the Village contained in this Resolution constitute a contract between the Village and the Owners of the Bonds and shall be deemed to be covenants, stipulations, obligations and agreements of the Village to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the successor or successors thereof from time to time and upon the officer, board, body or commission to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Village or upon the Village Council by the provisions of this Resolution shall be exercised or performed by the Village Council or by such officers, board, body or commission as may be required by law to exercise such powers or to perform such duties No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member of the Village Council or officer, agent or employee of the Village in his or her individual capacity, and neither the 1ML564905_2) 12 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 descnbed 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 requinng 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 Owners and the Village, and the Village commences within such sixty (60) days and, in the sole judgment of the Owners, 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 OWNERS 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 nght or power or shall be construed to be waiver of any such default or event of default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient No waiver of any event of default hereunder shall extend to or shall affect any subsequent event of default or shall impair any rights or remedies consequent thereon (ML564905_21 13 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 matunty 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 pnncipal, 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 secunties 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 (n) in the event that any Bonds are not by their terms subject to redemption with the next succeeding sixty (60) days following a deposit of moneys with the escrow agent in accordance with this Section, the Village shall have given the escrow agent in form satisfactory to it irrevocable instructions to mail to the Owners of such Bonds at their addresses as they appear on the registration books of the Village, a notice stating that a deposit in accordance with this Section has been made with the escrow agent and that the Bonds are deemed to have been paid in accordance with this Section and stating such maturity or redemption IML564905_21 14 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, hen, 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 apphcable disclosure information required by Section 218 385, Florida Statutes The negotiated sale of the Bonds is hereby approved to the Bank at a purchase price of par SECTION 21 AUTHORITY OF OFFICERS The Mayor, the Vice Mayor, any member of the Council, the Village Manager, the Village Clerk, the Finance Director and any other proper official of the Village, are and each of them is hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transaction contemplated by this Resolution and the other documents identified herein SECTION 22 SEVERABILITY In case any one or more of the provisions of this Resolution or of any Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of the Bonds, but this Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained therein The Bonds are issued and this Resolution is adopted with the intent that the laws of the State shall govern their construction SECTION 23 PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS In any case where the date of maturity of interest on or principal of the Bonds shall be a Saturday, Sunday or a day on which the banks in the State are required, or authorized or not prohibited, by law (including executive orders) to close and are closed, then payment of such interest or principal need not be made by the Village on such date but may be made on the next succeeding business day on which the banks in the State are open for business 1ML564905_21 15 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 on December 14, 2006 [Remainder of this page intentionally left blank] [ML564905_21 16 AT PASSED AND ADOPTED this 5th day of December, 2006 CHITA H ALVAREZ, CMC, VILLAGE CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY VILLAGE A O' «Y (ML564905_2f 17 MAYOR ROBERT L VERNON EXHIBIT "A" No R- $4,000,000 UNITED STATES OF AMERICA STATE OF FLORIDA VILLAGE OF KEY BISCAYNE ROAD IMPROVEMENT REVENUE BONDS SERIES 2006 Registered Owner SunTrust Bank Principal Amount Four Million Dollars ($4,000,000) 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 Subject to the rights of prior prepayment and redemption described in the Bond the Bond shall mature on December 1, 2021 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 2006-10 duly adopted by the Village Council (the "Council") of the Village on November 14 2006 (the "Ordinance"), and Resolution No 2006 - adopted on December 5, 2006 (the "Resolution," and collectively with the Ordinance, the "Bond Ordinance"), and is subject to the terms of said Bond Ordinance This Bond is issued for the purpose of financing a portion of the costs of road improvements within the Village (Crandon Boulevard Improvements --Phase III), 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 March, June, September and December (the "Interest Payment Dates"), commencing March 1, 2007, at an interest rate equal to 4 05% per annum (ML564905_21 A-1 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 6 12% (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 J unsdiction 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 wnting 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 (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 appropnate, 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 (ML564905_21 A-2 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 penod 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 Affechn 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 descnbed above) to the Owners or any former Owners of the Bonds, including without limitation the imposition of any excise tax or surcharge thereon, or (b) if, as a result of action by any pubic body or governmental agency, any payment is required to be made by, or any federal, state or local income tax deduction is denied to, the Owners or any former Owners of the Bonds (other than by reason of a change described above or by reason of any action or failure to act on the part of any Owner or any former Owner of the Bonds) by reason of the ownership of the Bonds, the Village shall reimburse any such Owner within five (5) days after receipt by the Village of written demand for such payment, and the Village agrees to indemnify each such Owner against any loss, cost, charge or expense with respect to any such change The determination of the after-tax yield calculation shall be verified by a firm of certified public accountants regularly employed by the Bank (or the current Owner of the Bonds) and acceptable to the Village, and such calculation, in the absence of manifest error, shall be binding on the Village and the Owners The principal of this Bond shall be subject to mandatory prepayment in quarterly installments on each Interest Payment Date, commencing March 1, 2007 (each a "Scheduled Due Date") The schedule of principal and interest payments due on each Scheduled Due Date shall be as set forth in the Schedule attached hereto 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 (n) 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 pnor 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 (ML564905_21 A-3 Upon two (2) Business Days prior written notice to the Owner, the Village may prepay amounts owing under this Bond at any time and from time to time Such prepayment notice shall specify the amount of the prepayment which is to be applied In the event of prepayment while SunTrust Bank (the "Bank' ) is the Owner of the Bonds, the Village may be required to pay the Bank an additional fee (a prepayment charge) determined in the manner provided below, to compensate the Bank for all losses, costs and expenses incurred in connection with such prepayment The fee shall be equal to the present value of the difference between (1) the amount that would have been realized by the Bank on the prepaid amount for the remaining term of the Bonds at 4 05% and (2) the amount that would be realized by the Bank by reinvesting such prepaid funds for the remaining term of the Bonds at the Federal Reserve H 15 Statistical Release rate for fixed-rate payers in interest rate swaps, interpolated to the nearest month, that was in effect two Business Days pnor to the Bonds prepayment date, both discounted at the same interest utilized in determimng the applicable amount in (2) Should the present value have no value or a negative value, the Village may repay with no additional fee Should the Federal Reserve no longer release rates for fixed-rate payers in interest rate swaps, the Bank may substitute the Federal Reserve H 15 Statistical Release with another similar index The Bank shall provide the Village with a written statement explaining the calculation of the premium due, which statement shall in absence of manifest error, be conclusive and binding Partial prepayments may be made, subject to a prepayment charge based upon the same calculation methodology descnbed above Any partial prepayment shall be applied to installments of principal in the inverse order of maturity and shall not postpone the due dates of, or relieve the amounts of, any scheduled installment payments due hereunder Any amounts prepaid hereunder may not be re -borrowed For purposes of the preceding paragraph, the term Business Day shall mean any day other than a Saturday, Sunday or legal holiday or other day on which the Bank is authorized or required to close In the Resolution, the City has pledged, assigned and granted a security interest to the Owners in the Toll Revenues to secure the principal of and interest on the Bonds 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 THE TOLL REVENUES OF THE VILLAGE AS PROVIDED IN THE RESOLUTION THE ISSUANCE OF THIS BOND SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO PLEDGE ANY FORM OF AD VALOREM 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 AD VALOREM 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 [ML564905_21 A-4 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 secunty 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 matunty 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 pnvilege 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 Flonda 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 December, 2006 (ML564905_21 A-5 VILLAGE OF KEY BISCAYNE, FLORIDA MAYOR ROBERT L. VERNON CONCHITA H ALVAREZ, CMC, VILLAGE CLERK (SEAL) IML564905_21 A-6 ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor"), hereby sells, assigns and transfers unto (Please insert name and Social Secunty 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 inscnption on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations TEN COM - as tenants in common UNIF GIF MIN ACT - (Cust ) Custodian for , (Minor) TEN ENT - as tenants by the entirety JT TEN - as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used though not in the list above tML564905_21 A-7 Payment Schedule Amortization Table (Village of Key Biscayne) Florida Road Improvement Revenue Bonds, Series 2006 LOAN DATA Loan amount $4,000,000 00 Annual interest rate 4 05% Term in years 15 Payments per year 4 First payment due 3/1/2007 PERIODIC PAYMENT Quarterly Calculated payment $89,281 29 CALCULATIONS Beginning balance at payment 1 4 000 000 00 *Cumulative interest prior to payment 1 Table Payment Beginnnng Ending Cumulative No Date Balance Interest Principal Balance Interest 1 3/1/2007 4 000 000 00 40 500 00 48 781 29 3 951 218 71 40 500 00 2 6/1/2007 3 951 218 71 40 006 09 49 275 20 3 901 943 51 80 506 09 3 9/1/2007 3 901 943 51 39 507 18 49 774 11 3 852 169 41 120 013 27 4 12/1/2007 3 852 169 41 39 003 22 50 278 07 3 801 891 33 159 016 48 5 3/1/2008 3 801 891 33 38 494 15 50 787 14 3 751 104 20 197 510 63 6 6/1/2008 3 751 104 20 37 979 93 51,301 36 3 699 802 84 235 490 56 7 9/1/2008 3 699 802 84 37 460 50 , 51 820 78 3,647,982 05 272 951 07 8 12/1/2008 3 647 982 05 36 935 82 52 345 47 3,595 636 59 309 886 88 9 3/1/2009 3 595 636 59 36 405 82 52 875 47 3 542 761 12 346 292 70 10 6/1/2009 3 542 761 12 35 870 46 53 410 83 3 489 350 29 382 163 16 11 9/1/2009 3 489 350 29 35 329 67 53 951 62 3 435 398 67 417 492 83 12 12/1/2009 3 435 398 67 34 783 41 54 497 88 3 380 900 80 452 276 24 13 3/1/2010 3 380 900 80 34 231 62 55 049 67 3 325 851 13 486 507 87 14 6/1/2010 3 325 851 13 33 674 24 55 607 04 _ 3 270 244 08 520 182 11 (ML564905_21 A-8 15 9/1/2010 3 270 244 08 33 111 22 56 170 07 3 214 074 02 553 293 33 16 12/1/2010 3 214 074 02 32 542 50 56 738 79 3 157 335 23 585,835 83 17 3/1/2011 3 157 335 23 31 968 02 57 313 27 3 100 021 96 617 803 85 18 6/1/2011 3 100 021 96 31 387 72 57 893 56 3 042 128 40 649 191 57 19 9/1/2011 3 042 128 40 30 801 55 58 479 74 2,983 648 66 679 993 12 20 12/1/2011 2 983 648 66 30 209 44 59 071 84 2 924 576 82 710 202 56 21 3/1/2012 2 924 576 82 29 611 34 59 669 95 2,864 906 87 739 813 90 22 6/1/2012 2 864 906 87 29 007 18 60 274 11 2 804 632 76 768 821 09 23 9/1/2012 2 804 632 76 28 396 91 60 884 38 2 743 748 38 797 217 99 24 12/1/2012 2 743 748 38 27 780 45 61 500 83 2,682 247 55 824 998 44 25 3/1/2013 2 682 247 55 27 157 76 62 123 53 2 620 124 02 852 156 20 26 6/1/2013 2 620 124 02 26 528 76 62 752 53 2 557 371 48 878 684 96 27 9/1/2013 2 557 371 48 25 893 39 63 387 90 2 493 983 58 904 578 34 28 12/1/2013 2 493 983 58 25 251 58 64 029 70 2 429 953 88 929 829 93 29 3/1/2014 2 429 953 88 24 603 28 64 678 00 2 365 275 88 954 433 21 30 6/1/2014 2 365 275 88 23 948 42 65 332 87 2 299 943 01 978 381 63 31 9/1/2014 2 299 943 01 23 286 92 65 994 36 2 233 948 64 1 001 668 55 32 12/1/2014 2 233 948 64 22 618 73 66 662 56 2 167 286 09 1 024 287 28 33 3/1/2015 2 167 286 09 21 943 77 67 337 52 2 099 948 57 1 046 231 05 34 6/1/2015 2 099 948 57 21 261 98 68 019 31 2,031 929 26 1 067 493 03 35 9/1/2015 2 031 929 26 20 573 28 68 708 00 1,963 221 26 1 088 066 32 36 12/1/2015 1 963 221 26 19 877 62 69 403 67 1 893 817 59 1 107,943 93 37 3/1/2016 1 893 817 59 19 174 90 70,106 38 1 823 711 20 1 127 118 83 38 6/1/2016 1 823 711 20 18 465 08 70 816 21 1,752 894 99 1 145 583 91 39 9/1/2016 1 752 894 99 17 748 06 71 533 23 1,681 361 76 1 163 331 97 40 12/1/2016 1 681 361 76 17 023 79 72 257 50 1 609 104 26 1 180 355 76 41 3/1/2017 1 609 104 26 16 292 18 72 989 11 1 536 115 16 1 196 647 94 42 6/1/2017 1 536 115 16 15 553 17 73 728 12 1 462 387 04 1 212 201 11 43 9/1/2017 1 462 387 04 14 806 67 74 474 62 1,387 912 42 1 227 007 77 44 12/1/2017 1 387 912 42 14,052 61 75,228 67 1 312 683 74 1 241,060 39 45 3/1/2018 1 312 683 74 13 290 92 75 990 36 1 236 693 38 1 254 351 31 46 6/1/2018 1 236 693 38 12 521 52 76 759 77 1 159,933 61 1 266,872 83 47 9/1/2018 1 159 933 61 11 744 33 77 536 96 1 082 396 65 1 278 617 16 48 12/1/2018 1 082 396 65 10 959 27 78 322 02 1,004 074 63 1 289,576 43 49 3/1/2019 1 004 074 63 10 166 26 79 115 03 924 959 60 1 299 742 68 50 6/1/2019 924 959 60 9 365 22 79 916 07 845 043 53 1 309,107 90 51 9/1/2019 845 043 53 8 556 07 80 725 22 764,318 31 1 317 663 96 52 12/1/2019 764 318 31 7 738 72 81 542 56 682 775 74 1 325 402 69 1ML564905_21 A-9 53 3/1/2020 682 775 74 6 913 10 82 368 18 600,407 56 1 332 315 79 54 6/1/2020 600 407 56 6 079 13 83 202 16 517,205 40 1 338 394 92 55 9/1/2020 517 205 40 5 236 70 84 044 58 433 160 82 1 343 631 62 56 12/1/2020 433 160 82 4 385 75 84 895 53 348 265 28 1 348 017 37 57 3/1/2021 348 265 28 3 526 19 85 755 10 262,510 18 1 351 543 56 * Figure for Cummulative Interest nor to Payment 1 is an estimate as the actual amount will vary be based on closing date 1 1 1 1 1 1ML564905_2) A-10 12/13/2006 WED 15 24 FAX 3053753070 DIRECTOR S OFFICE ®002 MIAM1� COUNP' GOUNT,Y ADA Cuord rut Ay, al Court, au A nil t' lets An vtryl c Ylact A otlit ? CI Me et 1 ievvree At, 1 Build ng Bwtd G(n1Ct4 111rMR N es.. fi 'elopm I I pMlMIIIA re IS t N ns 1 M ftrrtde 1 Tra -port T tG1 C mm unEhrc &td r blcT Si (p Vin rat nn (nmm y Act on AR cy l nmmwvey E F onem C yr 9pffee 1 Co mu.loy Neal pm Con m S nice - Co rest & R h b l u un (.11 aIA(14es (kV ors Cmersency Me tt rte 1 tentAnyer Rrlal one fmpuwer e I Trust Er It IN t Technology S N cr- E s to 1 rental Re•nu r monogyny I fa t Cmpl ym n 11 aueces rfe tt: r e Rrs on Cenral Servur Admen sl 1 u F1rlon t` rnerv41 of Homeless T vst Hrsussnt Agency 1 Sou g r Itant>r *Aunty 11 inc $enu't4 1 dependent Revttw f9 *1 I fie ?Oen, 1 Tt wl Co Intl in fur I Stnntes Modica' Fximtne Mc«o-M m Act o Pia Mrinspnll an Mann h Ott no 4110 rrkaIdltecralo Plan 1 and Zorn e Pnl e Procure/it M Ming men* 1'o telyApprelsal Pubinr l brary System r Mk work Safe Nc,ghbothuod Po Its Seaport Solid WWcic Ma R m n1 S teg.c Busuwu Ma gene 1 Team WI O Trans t Task Force on Urban C o omrc Rev tawtateos Y art M seven And Catderti W *er & Sewer December 13 2006 Ms Jacqueline Menendez Village Manager Village of Key Biscayne 88 West McIntyre Street Key Biscayne FL 33149 Dear Ms r - endez Public Works Department Director s Office 1 11 NW 1st Street • Suite 1610 Miami Florida 3 +128 1970 T 305 P5 2960 F 305 375 3070 miamidade gov Pursuant to your request that the Miami Dade Public Works Department confirm the funding allocation to the Village of Key Biscayne enclosed please find the official document from the budget hearing that denoted the item However Miami - Dade County and the Town of Key Biscayne must still carry out an lnterlocal agreement to set the terms and limitations of the funding allocation (i e frequency of funding distnbution-monthly, quarterly or annually the need for certain insurance requirements etc ) Should you need additional information you may contact me at 305-375-2960 Sincerely Esther L Calas P E Director Attachment C Wly Doatxnen(atOoatatl.nkt:Key Bacuynel don 12/13/2006 WED 15 25 FAX 3053753070 DIRECTOR S OFFICE 0 009 Date November 2, 2005 Memorandum '"'A" To Honorable Chairman Joe A Martinez and Members Beard of County Commissioners From George M Burgess County Manager Subject Actions Taken at th Septem er 6 and eptember 22 2005 Budget Hearings The following reformation summarizes and highlights the actions taken by the Board of County Commissioners at the September 6 and September 22, 2005 budget heanggs For your convenience detailed information is also provided through Attachments A through E, which were enginally presented to you as part of the information for the first and second budget hearings and approved as amended as part of the adopted budget Please notify Jennifer Glazer -Moon at (305) 375-5143 if you identify any corrections or adjustments that should be made to the information provided in this report 1 The following mlllages were adopted for FY 2005-06 • Countywide 5 835 • Fire Rescue Service Distrct 2 609 • Library District 0 486 • unincorporated Municipal Service Area 2 447 • Fire Rescue Debt Service 0 520 • Countywide Debt Service 0 285 2 At the request of the Board, on the September 16, 2005 Community Empowerment and Economic Revitalization Committee meeting, the County Manager presented ,e774er. alternatives to the proposed secunty fees recommended as part of the FY 2005-06 Se sport Resource Allocation Plan Staff will be working with the cruise and cargo Industnes as well as the Coast Guard the Flonda Department of Law Enforcement and other stakeholders to carefully review the Seaport s security requirements and the appropnate levels and delivery methods for such services The Board approved as part of the information for the second budget heanng an adjustment to the Seaport FY 2005- 06 Budget defernng the subject fees until the beginning of January 2006 and a report will be presented to the Board pnor to implementation The Seaport Security Task Force wat, created to review existing federal and state secunty requirements, and to insure that the Port of Miami facility security plan is in compliance with these requirements, to identify areas where savings could be achieved, and to explore different funding options to pay for existing security costs This task force is on going 3 As part of the deliberations and discussions at the September 6 2005 first budget hearing, s number of reports are to be presented to the Board at a later date A. By the end of the first quarter of FY 2005-06 the Department of Procurement 0 ,441 Management will report to the Board on the progress of the procurement process improvements B By the end of the first quarter of FY 2005-06 and through the infrastructure and Land Use Committee the Department of Solid Waste Management will report to 304 of wa+ the Board on recommendations for new and Innovative ways to provide trash services throughout the service area and appropriate funding mechanisms that may include internal operational efficiencies 12/13/2006 WED 15 25 FAX 3053753070 DIRECTOR S OFFICE ®004 Honorable Chairman Joe A Martinez and Members Board of County Commissioners Page 2 of 3 bap C By the end of the first quarter of FY 2005-06 a report will be presented to the Board on the Enterprise Resource Planning roadmap for implementation 4 The Board approved revised retail and wholesale water and wastewater rates and deferred the implementation date for wholesale rates to January 1, 2006 to provide sufficient time for County staff to work with the effected municipalities if necessary revised rates will be presented to the Board for consideration 5 The Chairman s Budget Message for FY 2005-06 included the request for various reports to be prepared by departments and presented to the Board at a later date These reports include A A comprehensive plan to address the affordable housing and workforce housing issues, including the creation of redevelopment funds to leverage other SSA resources A report on these issues was provided on October 12 2005 B An update to the Board in the upcoming Proposed Resource Allocation Plan on the County's ability to complete all Quality Neighborhood Improvement Program (QNIP) projects by the end of FY 2005-06 C A report to the Board identifying tangible efficiencies and opportunities in WASD that can be implemented in the short-term to reduce the need for future rate base adjustments 6 Pt the request of the Board the Miami -Dade Police Department will present to the Board ce a comprehensive action plan that evaluates current and future staffing levels salary and benefit issues, and overall infrastructure needs at the 9-1-1 Cali Center upon completion by staff 7 As part pf,,tt)t; pteThber 22 2065 second buclgegtrh�arit,,, , �.g Q BPI director correcte t � . ,c' �; �_Ci � 4l:i.iilr =►'�1 P N��AtIf s Cr��-+�i ee• Causeways Fun evard � - seer Plan project it'I'3 A ar pperiod 8 Attachment E details final allocations to community -based organizations as approved at r�. the second budget hearing Funding was also increased for the Mom and Pop Program by $50 000 per distnct, for a total of $1 950 million 9 At the request of Commissioner Seijas $75 000 which was onginally allocated to Parent Academy, was reallocated to Victim Services Center In addition the Commissioner allocated $25 000 from her Oistnct Discretionary Reserve towards the Victim Services Center 10 At the request of Commissioner Carey-Shuler the $35 000 for the Anti -Predatory //FA Lending program will not be funded by the Housing Financing Authonty carryover Funding will be identified at a later date 11 Other requests by the Board at the second budget heanng include Development of a new cultural affairs process to allocate additional capital 04,144 Development matching funds to address cultural infrastructure needs in the community 8 At the request of several commissioners staff will continue to work on a energy conservation report to be presented to the Board upon completion C At the request of Commissioner Rolle. staff will continue to research the costs and benefits associated with the creation of a Children s Department and report any findings to the Board. D At the request of Commissioner Heyman, staff from MOT will kook into and report on increasing fuel costs and how this affects Special Transportation Services E At the request of venous members of the Board the Manager will submit for Board consideration further recommendations regarding the transfer of Fire Rescue light fleet maintenance to the Fire Rescue Distnct from the General Services Administration upon analysis by Performance Improvement staff in the 12/13/2008 WED 15 26 FAX 3053753070 DIRECTOR S OFFICE ®005 d Honorable Chairman Joe A. Martinez and Members Board of County Commissioners Page 3 of 3 Office of Strategic Business Management A report should be completed by the end of the first Quarter of FY 2005-06 At the request of Commissioners Carey-Shuler and G,menez, the administration will develop for Hoard consideration further budgetary internal controls to minimize mid year and end -of -year adjustments (3 Staff was requested to continue assessing the structural relationship between Metro -Miami Action Plan and the Beacon Council Attachments cc Honorable Carlos Alvarez, Mayor Murray A Greenberg, County Attorney Assistant County Managers Department Directors Marvin O'Quinn, President Public Health Trust Robert Meyers Executive Director Commission on Ethics and Public Trust Christopher Mazzella, inspector General Charles Anderson, Commission Auditor OSBM Budget Staff 01013705 12/13/2006 NED 15 24 FAX 3053753070 DIRECTOR S OFFICE 0001 Fax To 4.-C,Stk, e P-12-ner0S2, Fax 34:58 ►31e MIAMIDADE PUBLIC WORKS DEPARTMENT DIRECTOR'S OFFICE 111 NW 1st Street, Suite 1610 Miami, FL 33128,1970 Phone (305) 375-2960 Fax (305) 375-3070 From Pages (including cover) Phone Date Re (SA4e r ( -rr jef4-- ❑ Urgent 0 For Review 0 Please Comment io-p...wo co 0 Please Reply 0 Please Recycle Message - ,. KEY 11Je" VILLAGE OF KEY BISCAYNE Office of the Village Clerk Village Council Robert L Vernon Mayor Jorge E Mendta Vice Mayor Michael Da%ey Enrique Garcia Steve Ltedman Thomas Thornton Patncta Weinman 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 April 11th, 2006 IN WITNESS WHEREOF, I hereunto set my hand and affix the Seal of the Village of Key Biscayne, Florida, this 12th day of December, 2006 ita H Alvarez, CMC e Clerk e of Key Biscayne, Florida 88 West McIntyre Street • Suite 220 • Key Biscayne Florida 33149 • (305) 365 5506 • Fax (305) 365 8914 \IISSIO\ STAFLMMEV1 10 PRO\ IDE 4 SAFE QIALIT' (O\I\IL \Ill L\\IR01\IE\l FOR ALL ISL\\l)I RS IHROIfti RESPONSIBLE GOVLRNME\f u u u keybtscujne fl goy PART I CHARTER* Article I Corporate Existence, Form of Government, Boundary and Powers Sec 1 01 Corporate existence Sec 102 Form of government Sec 1 03 Corporate boundary/MAP Sec 104 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 onginal Charter Obvious misspellings have been corrected without notation For stylistic purposes a uniform system of headings catchlmes and citations to state statutes has been used Additions made for clarity are indicated by brackets Notes from 1997 Charter Revision Commission The follownig are notes which are included m 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 ongmal 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 m 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 dunng 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 105 Construction Sec 106 Capitalization Article II Village Council, Mayor Sec 2 01 Village Council Sec 2 02 Mayor and Vice Mayor Sec 2 03 Election and term of office Sec 2 04 Qualifications Sec 2 05 Vacancies, forfeiture of office filling of vacancies Sec 2 06 Recall Sec 2 07 No compensation, reimbursement for expenses Article III Administrative Sec 3 01 Sec 3 02 Sec 3 03 Sec 3 04 Sec 3 05 Sec 3 06 Sec 3 07 Sec 3 08 Sec 3 09 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 410 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 hne 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 m 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 Pubhc 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 hne of Lot 7 m Block 1 of MASHTA POINT SUBDIVISION, according to the plat thereof recorded in Plat Book 131 at Page 37 of the Pubhc 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 hne of the Waterway shown on the plat of CANOGAPROPERTIES—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 hne 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 Pubhc Records of Dade County, Florida, thence run Northerly along a hne 500 feet Easterly of and parallel to the said Erosion Control Line Supp No 16 CHT 5 § 103 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 Biscayne Bay CANAL 0•01rtx. .nst.**�i 0/1/1/1/1/11, j ,� t* t4t4t lenil8 MIN •<t� 4, • l�r 111011 .1 !• •a.sw aw ra rirr lr.wr *0 •• rw !a al rill .r ,t'tf allOtitt 4♦ iltt I si 00 sr s•�• ♦�♦ ii/tyllf ii as ar �� a ��t4 t �14amiffi *y, ii i• 11 5 wir iw'►:�4 d1i�lt�lf al� �s wi auiii1► 44tflf:iflfsf rw s• as sew; siells[tfisst •w ea s/ .. le re sastat81! vase •+i i•r:u .�s +� 4111, : • muffin, •• r• •• ♦• r• •• •r r L ..r• 1M !ti ....- UP •• "� [111=8/1/w•rrr•• •••• ••� s� • r• •• •• •r ♦♦ -is. siatscuse 00 ea rat atir •4* 41G%Ils• ,s•ifm �wr,rr :121: r■ :It all r.•�.a rr r• .•is w_a rotas .! -M r o2,1 p. al �r 7fsfllslf�iffttlsfsst Ea rasfrr.f ms arr rr.a• •r Mr s[ •+ a• s �� ts1♦ a r r• rr ar „s ar rr '� l as WO rrr rr "or ISM a Nag OMNI Ma mi.'s... •r as alarm ilss8ft f ilfsiififfi ei �r stitu-T..�••�w t•a r n• rr r• /Nlrr.gr;rw •r 11, �+ . .14. .1111 �r as •i aa'ri is:erl T- Ill 14 ��_►•tttt f#�... e•Si8il>sa' asi alw�ir\ Iti t 1�,♦ ..[stir r• a+SMr ra of w+E re ONT tf/1ft Rages &ate Rcatat on Area Atiannc Ocean (Res No 97 15, 4-1 97/6 10-97) Supp No 16 CHT 7 § 104 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 105 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 m parentheses after the definition that word shall be treated as a defined term m 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 mclude 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 m 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 Supp No 16 CHT 8 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 (a) 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 However, beginning with the 2006 elections, a transition shall commence in the length of the term of office by providing for Council Members to be elected at large for a four (4) year term by the electors of the Village in the manner provided in Article V of this Charter In order to create and maintain staggered terms which provides continuity in the legislative branch of govern ment, there shall be a transition made from two (2) year terms to four (4) year terms This transition from a two (2) year term to a four (4) year term of office shall be accomplished by providing that the three (3) Council Members receiving the most votes at the 2006 election shall receive four (4) year terms of office and the remaining three (3) Council Members who are elected at the 2006 election shall receive two (2) year terms of office The Mayor shall continue to be elected for a two (2) year term (b) 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, Ord No 2005-4, § 2, 5-10-05/4 11 06) 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 Supp No 23 CHT 9 § 2 05 KEY BISCAYNE CODE (b) Forfeiture of office (1) 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 (u) Forfeiture by absence A Council. Member shall be subject to forfeiture of his/her office, in the discretion of the remaimng 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 (ui) 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 m one (1) or more newspapers of general circulation m 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 (u) 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 (m) If six (6) months or more but less than one (1) year remain, the vacancy shall be filled by the Council as provided for m 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, m which case the vacancy shall be filled by special election on the first such election date Supp No 23 CHT 10 CHARTER § 2 05 (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 23 CHT• 10 1 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 m 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 Supp No 16 CHT 11 § 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 pubhc 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 estabhshed 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 (0 the acquisition construction renovation, or improvement of public buildings or facilities, (ii) purchase of land, or (in) the purchase of equipment Each of the categories 1, 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 pubhc, or such shorter time as a majority of the Council shall deem necessary m case of an emergency affecting hfe, 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 pubhc 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[s] and removals Neither the Council nor any of its members shall in any manner dictate the appointment or removal of any Village administrative officers or employees whom the Manager or any of his/her subordhnates 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 admintstration 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 m 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 2Q02-21 4 30-02/7-9 02) Section 4 04 Emergency ordinances (a) Authorization form To meet a public emergency affecting hfe, 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 apphcable An emergency ordinance shall be introduced m 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 m 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 m 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 m 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) Supp No 16 CHT 17 § 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 1 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 11 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 1 "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 m an independent, self- liquidating manner and recovered entirely through currently collected user fees and charges u "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 in "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 estabhsh 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 A primary election for the office of Mayor shall be held in each even numbered year on the first Tuesday following the first Monday of October A regular election for Mayor and Council positions 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 Notwithstanding any contrary provisions of this section, the Village Council may, by ordinance enacted pursuant to Section 100 3605(2), Florida Statutes, or independent of such statutory basis by virtue of the enabling authority provided in this subsection (c), from time to time, change the dates for conducting mayoral primary, and all regular and special elections for the election of the Mayor and/or Village Council and provide for the orderly transition of office resulting from such date changes Supp No 23 CHT' 19 § 5 01 KEY BISCAYNE CODE (d) Primary elections There shall be no primary election for Mayor if no more than two (2) candidates qualify to run for the office of Mayor In the event that a primary election is not necessary, as described above, the qualified candidates' names for the office of Mayor shall be placed on the regular election ballot, unless otherwise specified by paragraph (h) below The ballot for the primary election shall contain the names of all qualified candidates for Mayor and shall instruct electors to cast one (1) vote for Mayor (e) Regular Election The ballot for the regular election shall contain the names of the two (2) candidates for Mayor who received the most votes in the primary election The ballot for the regular election shall also contain the names of the qualified candidates for Council 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 the contested Council positions, with a maximum of one vote per candidate The candidate for Mayor receiving the most votes shall be the duly elected Mayor The candidates for Council receiving the most votes shall be duly elected to the positions on the Council which are up for election (f) Special elections Special elections, when required, shall be scheduled by the Council at such times and in such manner as shall be consistent with this Charter (g) Tie Votes If the mayoral primary election results in two or more candidates receiving a tie vote such that the number of candidates to be placed on the mayoral ballot for the regular election would exceed the limitations in subsection (e), all candidates receiving a tie vote shall be listed on the mayoral ballot for the general election and the limitations m subsection (e) shall not apply If a tie vote occurs in the regular election between two (2) or more candidates for either the office of Mayor or Councilmember, the tie vote shall be decided by lot under the direction of the Village Clerk (h) Single candidates In the event that the number of persons who qualify as candidates for the Council Member positions to be filled at an election is equal to or less than the number of positions to be filled at such election, those positions shall not be listed on the primary or regular election ballot No election for Mayor shall be required m any election if there is only one duly qualified candidate for Mayor The duly quahfied candidates shall be deemed elected (i) 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 hmit the right to vote by absentee ballot available under State law (j) Commencement of terms The term of office of any elected official will commence seven (7) days following the day of the regular election or special election at which s/he is elected (Ord No 92-18, § 1, 8-11-92/113-92, Res No 97-15, 4-1-97/6-10-97, Res No 2002-21, 4-30 02/7-9-02, Ord No 2004-10, § 2, 8-31-04, Ord No 2005 11, § 2, 7-5-05/4-11-06) 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 Supp No 23 CHT'20 CHARTER § 5 02 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 23 CHT 20 1 CHARTER § 5 02 (u) 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 m 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 m paragraph (u)(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 m 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 m 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 (0 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 m 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 (ui) 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 (u)(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 mitiative 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 vand 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 (u) 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 m 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 (n) 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 (u) 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 (u)(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 (0 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 (u) 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 (0 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, m 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 (ui) 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 (0 Initiative If a majority of the qualified electors voting on a proposed initiative ordinance vote m 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 confhct (n) 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 (ll) 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, m the form, filed, certified as to its sufficiency and/or withdrawn m 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 quahfied 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, 8-11-92/113-92, 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 Severabihty 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—Severabtlity 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 lunitmg 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 m 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 estabhshed by the Manager from time to time Such personnel procedures shall be based on principles of ment 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 Comnssion 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 m 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 req-uire 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[,J and any conflicting provisions of Section 5 01 shall not apply to such elections (b) Election dates The first Village prun.ary 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 m 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 (1) (11) (n) (d) pursuant except as (1) (ii) (e) pursuant 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, 19911,] 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, there will be six (6), rather than three (3), Council positions to be filled, 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, the Mayor will be elected to a two (2) year term expiring in 1993, the three (3) duly elected Council Members receiving the most votes, respectively, will be elected to three (3) year terms expiring m 1994, for purposes of this provision, any Council Member duly elected m the primary will be considered to have received more votes than any Council Member elected in the regular election, and the three (3) remaining duly elected Council Members will be elected to two (2) year terms expiring in 1993 1993 elections The prunary and regular elections in 1993 shall be held to the procedures set forth m Section[s] 2 03, 2 04 and Section 5 01(d) and (e), follows the Mayor will be elected to a three (3) year term expiring in 1996, and the three (3) duly elected Council Members will be elected to a three (3) year term expiring in 1996 1994 elections The primary and regular elections m 1994 shall be held 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 mg 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[J 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 No R-1 $4,000,000 UNITED STATES OF AMERICA STATE OF FLORIDA VILLAGE OF KEY BISCAYNE ROAD IMPROVEMENT REVENUE BONDS SERIES 2006 Registered Owner SunTrust Bank Pnncipal Amount Four Million Dollars ($4,000,000) KNOW ALL MEN BY THESE PRESENTS, thatthe 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 Subject to the rights of prier prepayment and redemption descnbed in the Bond, the Bond shall mature on December 1, 2021 Payitents 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 Flonda,,inclirding particularly Part II of Chapter 166, Florida Statutes, as amended, the Charter of the Villages „Ordinance No 2006-10 duly adopted by the Village Council (the ` Council'' )f the Village h November 14, 2006 (the "Ordinance"), and Resolution No 2006-52 adopted on Decembers 5, 2006 (the "Resolution," and collectively with the Ordinance, the ""Bond Ord ce' ), a. l is subject to the terms of said Bond Ordinance This Bond is issued for the purposF � f nancing a portion of the costs of road improvements within the Village (C�ra don Boulevard Jrnprovements--Phase III), financing architectural, engineering, enviror.e al, leg and other planning costs related thereto, and paying costs of issuance of the Bondi This 3ond shat e payable only from the sources identified herein ub)0ct to adjustment as provided below, this Bond shall bear interest on the outstanding pnncipal balance from its date of issuance payable quarterly on the first day of each March June, September and December (the "Interest Payment Dates"), commencing March 1, 2007, at an interest rate equal to 4 05% per annum 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 dunng the Initial Interest Rate Period, the rate of interest on the {M1573048_2} 1 Bonds shall be increased to a rate per annum equal to 6 12% (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 wntten 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 penod 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 penod becomes partially taxable as a result of a Determination of Taxability apphcable to less than all of the Bonds, then the interest rate on the Bonds shall be increased dunng 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) hi addition, the Owners of the Bonds or any former Owners of the Bonds, as appropnate, 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 { M 1573048_2 } 2 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 wntten demand for such payment, and the Village agrees to indemnify each such Owner against any loss, cost, charge or expense with respect to any such change The determination of the after-tax yield calculation shall be verified by a firm of certified public accountants regularly employed by the Bank (or the current Owner of the Bonds) and acceptable to the Village, and such calculation, in the absence of manifest error, shall be binding on the Village and the Owners The principal of this Bond shall be subject to mandatory prepayment in quarterly installments on each Interest Payment Date, commencing March 1, 2007 (each a "Scheduled Due Date ) The schedule of principal and interest payments due on each Scheduled Due Date shall be as set forth in the Schedule attached hereto 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 Amenca by wire transfer or by certified check delivered on or pnor 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 Upon two (2) Business Days pnor written notice to the Owner, the Village may prepay amounts owing under this Bond at any time and from time to time Such prepayment notice shall specify the amount of the prepayment which is to be applied In the event of prepayment while SunTrust Bank (the "Bank ) is the Owner of the Bonds, the Village may be required to pay the Bank an additional fee (a prepayment charge) determined in the manner provided below, to compensate the Bank for all losses costs and expenses incurred in connection with such prepayment The fee shall be equal to the present value of the difference between (1) the amount that would have been realized by the Bank on the prepaid amount for the remaining term of the Bonds at 4 05% and (2) the amount that would be realized by the Bank by reinvesting such { M1573048_21 3 prepaid funds for the remaining term of the Bonds at the Federal Reserve H 15 Statistical Release rate for fixed-rate payers in interest rate swaps, interpolated to the nearest month, that was in effect two Business Days pnor to the Bonds prepayment date, both discounted at the same interest utilized in determining the apphcable amount in (2) Should the present value have no value or a negative value, the Village may repay with no additional fee Should the Federal Reserve no longer release rates for fixed-rate payers in interest rate swaps, the Bank may substitute the Federal Reserve H 15 Statistical Release with another similar index The Bank shall provide the Village with a written statement explaining the calculation of the premium due, which statement shall, in absence of manifest error be conclusive and binding Partial prepayments may be made, subject to a prepayment charge based upon the same calculation methodology descnbed above Any partial prepayment shall be applied to installments of principal in the inverse order of maturity and shall not postpone the due dates of, or relieve the amounts of, any scheduled installment payments due hereunder Any amounts prepaid hereunder may not be re -borrowed For purposes of the preceding paragraph, the term Business Day shall mean any day other than a Saturday, Sunday or legal holiday or other day on which the Bank is authorized or required to close In the Resolution, the City has pledged assigned and granted a secunty interest to the Owners in the Toll Revenues to secure the pnncipal of and interest on the Bonds 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 THE TOLL REVENUES OF THE VILLAGE AS PROVIDED IN THE RESOLUTION THE ISSUANCE OF THIS BOND SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE VILLAGE TO LEVY OR TO PLEDGE ANY FORM OF AD VALOREM 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 AD VALOREM TAXATION The onginal 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 wntten 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 secunty 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 pnncipal balance) No transfer or exchange of any Bond shall be effective until entered on the 1M1573048_2} 4 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 tfansferring Bonds is exercised, the Village shall execute and deliver Bonds ith the provisions of the Resolution There shall be no charge forte such 'change ansfer 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 exchan e or transfer The Village shall not be required to transfer or exchange Bonds for a pei od of fifteen (15) days next preceding an interest payment date en such Bonds 4 All Bonds, the principal and interest of which hatbeen paid either at or pnor to matunty, shall be delivered to the illage when such payment is made, and shall thereupon be cancelled In case part, but ntlt iifbf an outstanding Bond shall be prepaid, such Bond shall not be surrendered r, exchange for a''new Bond It is hereby certified and recited that all a4 ,, condi ions 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 planner as required by the Constitution and the laws of the State of Florida applicable thereto c IN WITNESS WHEREOF, e of Key Biscayne, Flonda has caused this Bond to be executed by the'ma ival or facsimile signature of its Mayor and of its Village Clerk, and the Seal of the Villag f Key Biscayne, kFlonda�or a facsimile thereof to be affixed hereto or impnnted or ro roduc ,hereon, 1 of the iii day of December, 2006 (SEAL) {M1573048_2} eve^. VILLAGE OF KEY BISCAYNE, FLORIDA Village Clerk 5 ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the `Transferor' ), hereby sells, assigns and transfers unto (Please insert name and Social Secunty 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 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 Social Secunty Number of Assignee 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 Secunty 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 wntten out in full according to applicable laws or regulations TEN COM - as tenants in common UNIF GIF MIN ACT - TEN ENT - as tenants by the entirety JT TEN - as joint tenants with right of survivorship and not as tenants in common Custodian for (Cust ) (Minor) under Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used though not in the list above {M1573048_2} 6 Payment Schedule Amortization Table (Village of Key Biscayne) Florida Road Improvement Revenue Bonds, Series 2006 LOAN DATA Loan amount Annual interest rate Term in years Payments per year First payment due PERIODIC PAYMENT $4,000,000 00 4 05% 15 4 3/1/2007 Quarterly Calculated payment $89 281 29 CALCULATIONS Beginning balance at payment 1 4 000 000 00 *Cumulative interest prior to payment 1 Table No Payment Date Beginning Balance Interest Principal Ending Balance Cumulative Interest 1 3/1/2007 4 000 000 00 40 500 00 48 781 29 3 951 218 71 40 500 00 2 6/1/2007 3 951 218 71 40 006 09 49 275 20 3 901 943 51 80 506 09 3 9/1/2007 3 901 943 51 39 507 18 49 774 11 3 852 169 41 120 013 27 4 12/1/2007 3 852 169 41 39 003 22 50 278 07 3 801 891 33 159 016 48 5 3/1/2008 3 801 891 33 38 494 15 50 787 14 3 751 104 20 197 510 63 6 6/1/2008 3 751 104 20 37 979 93 51 301 36 3 699 802 84 235 490 56 7 9/1/2008 3 699 802 84 37 460 50 51 820 78 3 647 982 05 272 951 07 8 12/1/2008 3 647 982 05 36 935 82 52 345 47 3 595 636 59 309 886 88 9 3/1/2009 3 595 636 59 36 405 82 52 875 47 3 542 761 12 346 292 70 10 6/1/2009 3 542 761 12 35 870 46 53 410 83 3 489 350 29 382 163 16 11 9/1/2009 3 489 350 29 35 329 67 53 951 62 3 435 398 67 417 492 83 12 12/1/2009 3 435 398 67 34 783 41 54 497 88 3 380 900 80 452 276 24 13 3/1/2010 3 380 900 80 34 231 62 55 049 67 3 325 851 13 486 507 87 14 6/1/2010 3 325 851 13 33 674 24 55 607 04 3 270 244 08 520 182 11 15 9/1/2010 3 270 244 08 33 111 22 56 170 07 3 214 074 02 553 293 33 16 12/1/2010 3 214 074 02 32 542 50 56 738 79 3 157 335 23 585 835 83 17 3/1/2011 3 157 335 23 31 968 02 57 313 27 3 100 021 96 617 803 85 18 6/1/2011 3 100 021 96 31 387 72 57 893 56 3 042 128 40 649 191 57 19 9/1/2011 3 042 128 40 30 801 55 58 479 74 2 983 648 66 679 993 12 20 12/1/2011 2 983 648 66 30 209 44 59 071 84 2 924 576 82 710 202 56 21 3/1/2012 2 924 576 82 29 611 34 59 669 95 2 864 906 87 739 813 90 22 6/1/2012 2 864 906 87 29 007 18 60 274 11 2 804 632 76 768 821 09 23 9/1/2012 2 804 632 76 28 396 91 60 884 38 2 743 748 38 797 217 99 ( M1573048_2 } 7 24 12/1/2012 2 743 748 38 27 780 45 61 500 83 2 682 247 55 824 998 44 25 26 27 3/1/2013 6/1/2013 9/1/2013 2 682 247 55 2 620 124 02 2 557 371 48 27 157 76 26 528 76 25 893 39 62 62 63 123 752 387 53 53 90 2 620 124 02 2 557 371 48 2 493 983 58 852 878 904 156 684 578 20 96 34 28 29 30 12/1/2013 3/1/2014 6/1/2014 2 493 983 58 2 429 953 88 2 365 275 88 25 251 58 24 603 28 23 948 42 64 64 65 029 678 332 70 00 87 2 429 953 88 2 365 275 88 2 299 943 01 929 954 978 829 433 381 93 21 63 31 9/1/2014 2 299 943 01 23 286 92 65 994 36 2 233 948 64 1 001 668 55 32 12/1/2014 2 233 948 64 22 618 73 66 662 56 2 167 286 09 1 024 287 28 33 3/1/2015 2 167 286 09 21 943 77 67 337 52 2 099 948 57 1 046 231 05 34 6/1/2015 2 099 948 57 21 261 98 68 019 31 2 031 929 26 1 067 493 03 35 9/1/2015 2 031 929 26 20 573 28 68 708 00 1 963 221 26 1 088 066 32 36 12/1/2015 1 963 221 26 19 877 62 69 403 67 1 893 817 59 1 107 943 93 37 3/1/2016 1 893 817 59 19 174 90 70 106 38 1 823 711 20 1 127 118 83 38 6/1/2016 1 823 711 20 18 465 08 70 816 21 1 752 894 99 1 145 583 91 39 9/1/2016 1 752 894 99 17 748 06 71 533 23 1 681 361 76 1 163 331 97 40 12/1/2016 1 681 361 76 17 023 79 72 257 50 1 609 104 26 1 180 355 76 41 3/1/2017 1 609 104 26 16 292 18 72 989 11 1 536 115 16 1 196 647 94 42 6/1/2017 1 536 115 16 15 553 17 73 728 12 1 462 387 04 1 212 201 11 43 9/1/2017 1 462 387 04 14 806 67 74 474 62 1 387 912 42 1 227 007 77 44 12/1/2017 1 387 912 42 14 052 61 75 228 67 1 312 683 74 1 241 060 39 45 3/1/2018 1 312 683 74 13 290 92 75 990 36 1 236 693 38 1 254 351 31 46 6/1/2018 1 236 693 38 12 521 52 76 759 77 1 159 933 61 1 266 872 83 47 9/1/2018 1 159 933 61 11 744 33 77 536 96 1 082 396 65 1 278 617 16 48 12/1/2018 1 082 396 65 10 959 27 78 322 02 1 004 074 63 1 289 576 43 49 3/1/2019 1 004 074 63 10 166 26 79 115 03 924 959 60 1 299 742 68 50 6/1/2019 924 959 60 9 365 22 79 916 07 845 043 53 1 309 107 90 51 9/1/2019 845 043 53 8 556 07 80 725 22 764 318 31 1 317 663 96 52 12/1/2019 764 318 31 7 738 72 81 542 56 682 775 74 1 325 402 69 53 3/1/2020 682 775 74 6 913 10 82 368 18 600 407 56 1 332 315 79 54 6/1/2020 600 407 56 6 079 13 83 202 16 517 205 40 1 338 394 92 55 9/1/2020 517 205 40 5 236 70 84 044 58 433 160 82 1 343 631 62 56 12/1/2020 433 160 82 4 385 75 84 895 53 348 265 28 1 348 017 37 57 3/1/2021 348 265 28 3 526 19 85 755 10 262 510 18 1 351 543 56 58 6/1/2021 262 510 18 2 657 92 86 623 37 175 886 81 1 354 201 48 59 9/1/2021 175 886 81 1 780 85 87 500 43 88 386 38 1 355 982 33 60 12/1/2021 88 386 38 894 91 88 386 38 0 00 1 356 877 24 Figure for Cumulative Interest prior to Payment 1 is an estimate as the actual amount will vary be based on closing date {M1573048_2} 8 December 14, 2006 To Village of Key Biscayne, Florida Re $4,000,000 Village of Key Biscayne, Flonda Road Improvement Revenue Bonds, Senes 2006 Ladies and Gentlemen The undersigned (the "Purchaser') has agreed to purchase from the Village of Key Biscayne, Flonda (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 underwnter 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 underwnting 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 Bnckell Avenue, Miami, Florida 33131 (g) The Village is proposing to issue $4,000,000 of Bonds for the purpose of financing a portion of the costs of road improvements within the Village (Crandon Boulevard Improvements --Phase III), financing architectural, engineenng, environmental, legal and other planning costs related thereto, and paying costs of issuance of the Bonds The Bonds are expected to be repaid over 15 years At an interest rate of 4 05%, total interest paid over the life of Bonds will be $1,356,877 The source of repayment or secunty for the Bonds is expected to be a pledge of the Toll Revenues of the Village and a covenant to budget and appropnate from available non -ad valorem revenues Authonzing the Bonds will result in approximately $358,000 of Toll Revenues not being available to finance the other (M1573009_2} services of the Village each fiscal year for 15 years (h) The Purchaser understands that you require no other disclosures with respect to the Bonds Very truly yours, SUNTRUST BANK By {M1573009_2 } Delle Jos h, Vice Presid4n 2 Bond Finance - Local Bond Monitoring Notice of Sale Confirmation Page 1 of 1 STATE OF FLORIDA - DIVISION OF BOND FINANCE LOCAL BOND MONITORING Home NOTICE OF SALE STATUS Logout BOND ISSUE NAME SALE DATE CLOSING DATE Notice of Sale submission successful SUBMIT DATE 12/11/2006 $4,000,000 Village of Key Biscayne, Florida, Road Improvement Revenue Bonds, Series 2006 12/14/2006 12/14/2006 Print this page https //www sbafla com/issue/nosconfirm aspx7bondname=$4 000 000 Village of Key BI 12/13/2006 INCUMBENCY CERTIFICATE CONCHITA H ALVAREZ, Village Clerk of the Village of Key Biscayne Florida (the ` Village ), DOES HEREBY CERTIFY as follows The following are now, and have been continuously since the dates of beginning of their respective terms shown below, and in particular on November 14, 2006 and December 5, 2006 the respective dates on which Ordinance No 2006-10 (the "Ordinance ) and Resolution No 2006-52 (the Resolution, and collectively with the Ordinance, the "Bond Ordinance ) authorizing the issuance of not exceeding $4,000,000 Village of Key Biscayne, Florida, Road Improvement Revenue Bonds, Series 2006 (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 Michael Davey Enrique Garcia Stephen Liedman Jorge Mendia Thomas Thornton Robert L Vernon Patricia Weinman Beginning Date of Term November 14, 2006 November 14, 2006 November 14, 2006 November 14, 2006 November 14, 2006 November 14, 2006 November 14, 2006 Ending Date of Current Term November 9, 2010 November 11 2008 November 11, 2008 November 9, 2010 November 9, 2010 November 11, 2008 November 11, 2008 The following are now, and have been continuously since the dates of beginning of their respective current terms of office shown below, the duly elected or appointed, qualified and acting officers of the Village and the dates of the beginning and ending of their respective current terms of office are hereunder correctly designated opposite their names Title Mayor Village Clerk Village Manager Village Attorney Name Robert L Vernon Conchita H Alvarez Jacqueline R Menendez Weiss Serota Helfinan Pastoriza Guedes Cole & Bomske, P A Beginning Date of Current Term November 14, 2006 November 14, 1996 May 6, 2002 November 29, 1991 Ending Date of Current Term November 11, 2008 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 /I day of December, 2006 Village Clerk {M1573009_2} if -4/4" SIGNATURE AND NO LITIGATION CERTIFICATE We, the undersigned DO HEREBY CERTIFY that 1 We did heretofore cause to be officially documented the $4,000,000 Road Improvement Revenue Bonds, Series 2006 of the Village of Key Biscayne, Florida (the ` Village') dated December 14, 2006, issued as one Bond in the pnncipal amount of $4,000,000 (the "Bonds ) 2 Robert L Vernon, 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 2006-10 adopted on November 14, 2006 (the "Ordinance") and Resolution No 2006-52 adopted on December 5, 2006 (the "Resolution , and collectively with the Ordinance, the "Bond Ordinance ') has authonzed 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, the Interlocal Agreement (as defined in the Resolution) or the pledge by the Village of the Toll Revenues, as specified in the Bond Ordinance, to pay the pnncipal of and interest on the Bonds, as provided under the aforesaid documents, (c) questioning or affecting the validity of any proceedings for the authonzation 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 {M1573009_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, 2005 (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 j4/day of December, 2006 (SEAL) URE {M1573009_2 } TITLE OF OFFICE TERM OF OFFICE EXPIRES Mayor November 11 2008 illage Clerk 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 $4,000,000 Village of Key Biscayne, Florida, Road Improvement Revenue Bonds Senes 2006 (the ' Bonds ) that 1 The Purchaser has received executed copies of Ordinance No 2006-10 adopted by the Village Council of the Village of Key Biscayne, Flonda (the `Village ) on November 14, 2006 and Resolution No 2006-52 adopted on December 5 2006, and said Ordinance and Resolution are in form and substance satisfactory to the Purchaser 2 The Purchaser has conducted its own investigations, to the extent it deems satisfactory or sufficient, into matters relating to the business, properties management, and financial position and results of operations of the Village in connection with the issuance by the Village of the Bonds, it has received such information concerning the Village as it deems to be necessary in connection with investment in the Bonds, and dunng the course of this transaction and pnor 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 offenng of the Bonds, and to obtain any additional information needed in order to venfy the accuracy of the information obtained 3 The Purchaser has sufficient knowledge and expenence in financial and business matters, including purchase and ownership of municipal and other tax-exempt obligations, to be able to evaluate the risks and ments of the investment represented by the purchase of the above -stated principal amount of the Bonds 4 The Purchaser is aware that certain economic vanables could affect the security of its investment in the Bonds and the Purchaser is able to bear the economic nsks of such investment 5 The Purchaser understands that no offenng statement, prospectus, offenng circular or other comprehensive offenng 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 secunty therefor, and other matenal factors affecting the secunty 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 Secunties Act of 1933, as amended {M1573009_21 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 redistnbuting 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 pnor compliance with applicable registration and disclosure requirements of state and federal securities laws Dated this / 1day of December, 2006 SUNTRUST BANK By Delle Jos - h, Vice Presi ', ent N1573009_2) ARBITRAGE CERTIFICATE The undersigned is the Mayor of the Village of Key Biscayne, Flonda (the Village' ), and hereby certifies the following with respect to the Village s $4,000 000 Road Improvement Revenue Bonds, Series 2006 (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 2006-10 adopted by the Village Council on November 14, 2006 and Resolution No 2006-52 adopted by the Village Council on December 5, 2006 (collectively, the "Bond Ordinance ) to provide funds to pay a portion of the costs of road improvements within the Village (Crandon Boulevard Improvements --Phase III), 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) The proceeds received from the sale of the Bonds will be $4,000,000 (the "Sale Proceeds' ), representing $4,000,000 principal amount plus accrued interest of $0 (b) $16,000 of the Sale Proceeds will be used within six months of the date hereof to pay costs of issuing the Bonds (c) The remainder of the Sale Proceeds will be deposited in the Project Fund on the date hereof and used, together with all amounts derived from the investment thereof to pay for costs of the Project The Village reasonably expects that all amounts in the Project Account will be fully spent within three (3) years from the date hereof (M1573014_2} Arbitrage Certificate (d) The Sale Proceeds, 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 5% of the Sale Proceeds to acquire and construct the Project Work on the Project and the expenditure of the Sale Proceeds will proceed with due diligence to the completion thereof The Village reasonably expects that at least 85 percent of the Sale Proceeds 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 Sale Proceeds or amounts denved 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 Toll 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 A b t age Cert f cate (M1573014 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 2006 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 (11) 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 dunng calendar year 2006 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 2006 and neither the Village nor any such entities expect to issue tax-exempt obligations during calendar year 2006 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 A b t age Cert ficate (M1573014_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, (in) 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 pnncipal 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 pnncipal 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 restnction 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 A b trage Certif cate {M1573014_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 (0 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 "pnvate 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] Arb t age Ce t f cate (M1573014_2} 5 IN WITNESS WHEREOF, the undersigned has hereunto set his hand this Lfday of December, 2006 VILLAGE OF KEY BISCAYNE, FLORIDA By Robert L Vernon, Mayor A b t age Cert f cate {M1573014_2} 6 Form UV3t3-Ca (Rev November 2000) Department of the Treasury Internal Revenue Service information Keturn for 1 ax -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 Reporting Authority If Amended Retum, check here ► 1 Issuer s name Village of Key Biscayne, Florida 2 Issuer s employer identification number 65-0291811 3 Number and street (or PO box if mail is not delivered to street address) 88 West McIntyre Street Room/suite 201 4 Report number 3 2006-1 5 City town or post office state and ZIP code Key Biscayne, Florida 33149 6 Date of issue 12/14/2006 7 Name of issue Road Improvement Revenue Bonds, Series 2006 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 Part 41. Type of Issue (check applicable box(es) and enter thp..!ssuanace) See Instructions and attach schedule 11 Education 12 Health and hospital 13 Transportation 14 Public safety 15 Environment (including sewage bonds) 16 Housing 17 Utilities X RECEIVED OGDEN, UT 18 Other Describe ► 19 If obligations are TANs or RANs check box ► If obligations are BANs check box 20 If obligations are in the form of a lease or installment sale check box Part 111 21 n it 11 12 13 14 4,000,000 15 16 17 18 Descnption of Obligations (Complete for the entire issue for which this form is being filed (a) Final maturity date (b) Issue price (c) Stated redemption pnce at maturity (d) Weighted average maturity (e) Yield 12/01/2021 Part IV 22 23 24 25 26 27 28 29 30 $ 4,000,000 $ 4,000,000 10 2 years 4 05% Uses of Proceeds of Bond Issue (including underwnters' discount) Proceeds used for accrued interest Issue price of entire issue (enter amount from line 21 column (b)) Proceeds used for bond issuance costs (including underwriters discount) 24 16 , 0 0 0 Proceeds used for credit enhancement Proceeds allocated to reasonably required reserve or replacement fund Proceeds used to currently refund prior issues Proceeds used to advance refund prior issues Total (add lines 24 through 28) Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) Part V 31 32 33 34 25 26 27 28 0 22 0 23 4,000,000 0 0 0 Descnption of Refunded Bonds (Complete this part only for refunding bonds ) Enter the remaining weighted average maturity of the bonds to be currently refunded ► Enter the remaining weighted average maturity of the bonds to be advance refundea ► Enter the last date on which the refunded bonds will be called ► Enter the date(s) the refunded bonds were issued ► 29 16,000 00 30 3,984,000 00 years years Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) b Enter the final maturity date of the guaranteed investment contract ► 37 Pooled financings a Proceeds of this issue that are to be used to make loans to other governmental units b If this issue is a loan made from the proceeds of another tax exempt issue check box ► f l and enter the name of the issuer ► and the date of the issue 0- 38 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception) check box 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate check box 40 If the issuer has identified a hedge check box Sign Here Under penait they ar 35 36a 37a n at I have examined this return and accompanying schedules and statements and to the best of my knowledge and belief Signature of issuer s authorized representative Robert Vernon 12/14/06 ' Mayor Date Type or print name and title For Paperwork Reduction Act Notice see page 2 of the Instructions ISA STF FED6403F Form 8038-G (Rev 11 2000) CERTIFICATE REGARDING COMPLIANCE WITH DEBT CAP The undersigned, Mayor 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 2006 is $4,287,674,948 One percent (1%) of such amount is $42,876,749 (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 $2 800,000 Capital Improvement Revenue Bonds, Series 2004 (the "2004 Capital Improvement Bonds ), the Village s $3,500,000 Transportation Tax Revenue Bonds, Series 2005 (the 2005 Transportation Tax Bonds ) and the Village s proposed $4,000,000 Road Improvement Revenue Bonds, Series 2006 (the 2006 Road 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 $8,470,000 the currently outstanding amount of the 2000 Capital Improvement Bonds is $9,220,000, the currently outstanding amount of the State Sewer Loan is $376,700 the currently outstanding amount of the 2002 Capital Improvement Bonds is $9 095,086, the currently outstanding amount of the 2004 Capital Improvement Bonds is $2,655 550, the currently outstanding amount of the 2005 Transportation Tax Bonds is $3,442,042, and the current outstanding amount of the 2006 Road Improvement Bonds is $4,000,000 (the Outstanding Debt ), for a total of $37,259,378 (3) The amount of principal and interest payable during the fiscal year ended September 30, 2007 (the year in which combined debt service is the highest) with respect to the 1999 Capital Improvement Bonds is $819,223, with respect to the 2000 Capital Improvement Bonds is $892,124, with respect to the 2002 Capital Improvement Bonds is $741 177, with respect to the 2004 Capital Improvement Bonds is $219,785 with respect to the State Revolving Sewer Loan is $28,134, with respect to the 2005 Transportation Tax Bonds is $257,085 and with respect to the 2006 Road Improvement Bonds is $267,844, for a total of $3 225,372 (4) Total general fund expenditures of the Village for the fiscal year ended September 30, 2005 was $19,568,607, and 15% of such amount is $2,935,291 (the ` General Fund Expenditure Limitation ) (5) The Outstanding Debt does not exceed the Assessed Value Limitation (6) The amount in (3) exceeds the General Fund Expenditure Limitation (M1573009_2} IN WITNESS WHEREOF, the undersigned has set his hand this (Jday of December 2006 VILLAGE OF KEY BISCAYNE, FLORIDA By Robert L Vernon, Mayor (M1573009_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 (1) the Village's Road Improvement Revenue Bonds, Series 2006 (the "Bonds ') are being issued and sold as a single registered Bond maturing on December 1, 2021 in the aggregate principal amount of $4,000,000 on this date, (ii) such single bond bears interest at the rate of 4 05% per annum, (iii) as evidenced by the attached copy of a page of The Bond Buyer published on December 1, 2006, the average net interest cost rate computed in accordance with Section 215 84(3), Florida Statutes, by adding 300 basis points to 4 04% ("The Bond Buyer 20 Bond Index' published immediately preceding the first day of the calendar month in which the Bonds are sold) is 7 04%, and (iv) the initial interest rate on the Bonds equal to 4 05% does not exceed the average net interest cost rate equal to 7 04% Dated as of the ill day of December, 2006 VILLAGE OF KEY BISCAYNE, FLORIDA By Robert L Vernon, Mayor (M1573009_21 56 Market Statistics Bond Buyer Indexes Average Municipal Bond Yields — Compiled W eekly Friday December 1 2006 The Bond Buyer 2006 NOV 30 21 16 9 2 OCT 26 19 12 5 SEP 28 21 14 7 20 -Bond GO indexl 4 04 4 14 4 17 4 19 418 11 Bo nd GO Index .' 3 98 4 08 4 11 413 412 25 -Bond Revenue2 4 55 4 60 4 60 4 60 461 10 -Year 30 -Year Treasury3 Treasury3 4 46 4 58 4 66 4 63 4 60 4 30 4 33 4 33 4 25 4 23 4 27 4 27 4 19 4 78 4 79 4 76 4 77 4 72 4 78 477 461 4 23 421 4 30 434 417 4 16 4 24 4 28 4 77 4 79 4 85 4 88 AUG 31 24 17 10 3 4 30 434 4 39 4 45 4 49 4 25 4 30 434 4 39 444 491 4 93 4 97 5 02 5 06 4 62 4 64 4 79 4 79 4 74 4 80 4 87 4 93 4 94 JUL 27 20 13 4 55 4 59 4 62 4 69 4 50 4 53 4 57 464 5 13 5 19 521 531 5 04 5 02 5 08 519 JUN 29 22 18 1 471 4 68 4 58 4 48 4 57 4 66 4 62 4 52 4 43 4 52 531 5 27 5 20 5 18 5 23 M AY 25 18 11 4 4 52 4 58 4 63 4 63 4 46 4 52 4 57 4 59 5 22 5 24 5 25 5 24 521 5 20 510 5 00 510 5 07 5 07 5 16 515 APR 27 20 12 6 4 59 4 59 4 57 4 56 4 55 4 55 4 52 451 5 22 5 20 5 18 5 16 MAR 30 23 16 9 4 53 443 4 40 445 448 4 36 4 33 4 38 5 14 5 08 5 08 5 11 5 08 5 04 4 98 4 90 4 85 4 74 464 4 73 4 56 4 66 4 73 4 73 4 72 484 491 491 4 76 4 76 4 78 4 92 4 94 4 88 4 94 5 00 5 07 5 03 511 5 08 5 12 5 23 5 26 5 23 5 14 5 08 5 20 517 518 5 23 5 24 5 18 5 14 5 05 4 97 4 89 4 75 4 70 4 72 MAR 2 20 -Bon d GO Index.' 4 39 11 Bond GO Index.' 4 32 25 Bond Revenue2 5 07 10 -Year Treasury3 464 FEB 23 16 9 2 4 36 441 4 42 443 4 29 434 434 4 36 5 04 5 09 514 5 17 4 56 4 59 454 4 57 30 -Year Treasury3 4 62 JAN 26 19 12 5 4 42 4 33 4 37 4 35 4 35 4 26 4 29 4 28 515 5 08 511 5 09 4 52 4 37 441 4 35 2005 DEC 29 22 15 8 1 438 4 42 4 48 4 49 4 53 431 4 35 441 4 42 4 46 511 515 519 5 20 5 23 4 36 4 43 4 47 4 46 451 451 4 57 464 4 70 4 70 454 4 59 454 4 52 461 4 67 4 67 4 72 (1) Ge erat obligati n bonds mat g i 20 years a e used n comp I ng th ese ndexes The 20 -bond index has an average rating equivalent to Moodys Aa2 and S&P's AA wh le the 11 bond des s equ v al t to Aat and AA plus (N o averag Fitch rat g pr ovided because Fitch does not rat e two of the bonds ) Th 11 bo ds used n the h ghe -grad e ndex are marked with asterisk Battimo e Md Caldomia Ch cago 111 Dade Co Fla Denver Colo Flonda Geo g a Moodys/S&P/Fitch Al/A /A+ Al/A /A Aa3/A /AA Aa3/AA—/A .Aa1/AA+/AA Aa1/AAA/AA Aaa / AAA / AAA Houst on T x. Memphis Tenn M Iwaukee Wis New Jer sey New York City New York State North Carofna Moody's/S&P/Fitch .Aa3j/AA— /AA— Aa2/AA/AA— A a2/AA/AA Aa2 / M / AA— Al/AA—/A Aa3 /AA/M— Aa1 / AAA / AAA Pen Ph oenix Anz . Puerto Ric o 'Seattle Wash S outh Carol na 'Wash ngto � /AA Aa1/AA+/NR Baa3 / BBB / NR .Aaa /AAA /AAA .Aaa / AA + / AM Aa1 /AA+/AA 2) nue bonds matunng in (rat gtsp ov ded be cause Fitch does not rate s even years a e used in f hp leng this bo nds ) The bonds and th raIt has an av erag e tings egareurv al rrt t Moodys Al and S8P A plus (No aver ag e Fitch Atlanta Ga a rport (AMT) Caldornia Hous ng F nance Agency multi unit ental (AMT) Con ecticut Hous ng Finance Authority Dallas Fort Worth International Airport Board T x (A MT) En ergy Northwest (tormerty WPP$S) Wash power eve u 111 noes Health Facllit es Authority (Northwe t m Memo al Ho oriel) 111 nors Housing Development Authority multrfamily Intermountain Power Agency Utah JEA (form erly Jacksonville Electric Autho rty) Fla el ectric revenu Kentucky Turnpike Authonty Los Angeles Department of Water and Power Calif electric revenue Mancopa Co Industrial Developm ent Authority Anz (Samarita H atth S ry ce) Massachusetts Port Authority (A MT) MEA G Powe (formed), Municipal Electric Authority of Georgia) Nebraska Public Power DistncL powe supply New Jersey Turnpike Authority turnpike revenue New York State Local Gov ernment Assistant Corp revenue New York State Power Authority general purpose North Carolina Municipal Power Agency No 1 Catawba electric a ue Port A uthority of New York and New Jersey oonsohdated (AMT) Puerto Rico Electnc P ower Authority Salt River Project Agricultural Improv em t a nd Pow er Dist ct. Anz electric South Carolina Pubttc Service Authonty etectnc revenue Texas Municipal Power Agency Virginia Housing Developme t Authority ( AMT) (3) Y Id o th most rr t US T ry 10-y evenu Moodys S&P Al A+ Aa2 A Aaa AAA Al A Aa1 AA— Aa2 AA Al A Al A+ Aa2 M Aa3 AA— Aa3 A Baal BBB Aa3 AA — A2 A Al A A3 A A3 AA— Aa2 AA — Baal BBB+ Al AA Ba 1 A— Aa2 AA Aa2 M — A2 A+ Aa1 M d 30-y Tre ry bond ( So roe GovPX In G ry GuyB utt ) A NR NR A AA — NR A AA — AA AA— AA — NR AA— AA — A+ A A+ AA A— AA — NA NR AA A NR RECEIPT FOR BONDS SUNTRUST BANK hereby acknowledges receipt of $4,000,000 aggregate principal amount of Village of Key Biscayne Flonda Road Improvement Revenue Bonds, Senes 2006 IN WITNESS WHEREOF, I hereunto set my hand this j'day of December, 2006 SUNTRUST BANK By 4 ti Delle J seph, Vice Pre . ident {M1573009_2} ADORNO & Yoss A LIMITED LIABILITY PARTNERSHIP 2525 PONCE DE LEON BOULEVARD SUITE 400 MIAMI FLORIDA 33134 60 1 2 PHONE (305) 460 1 000 FAX (305) 460 1 422 WWW ADORNO COM December 14 2006 The Village Council of the Village of Key Biscayne Key Biscayne, Florida SunTrust Bank Miami, Flonda Re $4,000,000 Village of Key Biscayne, Florida Road Improvement Revenue Bonds Senes 2006 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 $4,000 000 Road Improvement Revenue Bonds, Series 2006 initially issued and delivered on this date (the `Bonds ') pursuant to the Constitution and laws of the State of Flonda, including particularly Part II of Chapter 166, Flonda Statutes, as amended, the Charter of the Village and other applicable provisions of law (collectively, the "Act' ), Ordinance No 2006-10 duly adopted by the Village Council of the Village on November 14, 2006 and Resolution No 2006-52 adopted on December 5, 2006 (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 Flonda, with the power to adopt the Bond Ordinance, to perform its obligations thereunder and to issue the Bonds {MI573016_2) CALIFORNIA FLORIDA GEORGIA NEW JERSEY NEW YORK WASHINGTON D C The Village Council of the Village of Key Biscayne SunTrust Bank December 14 2006 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 authonzed 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 Toll Revenues (as defined in the Bond Ordinance) of the Village 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 ad valorem taxation whatsoever therefor nor shall the Bonds constitute a charge hen or encumbrance, legal or equitable, upon any property of the Village, and the owners of the Bonds shall have no recourse to the ad valorem taxing power of the Village 4 Under existing statutes regulations, rulings and judicial decisions, interest on the Bonds is excluded from gross income for federal income tax purposes Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, however, such interest is taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on corporations under the Internal Revenue Code of 1986, as amended (the "Code ) Ownership of the Bonds may result in collateral federal tax consequences to certain taxpayers We express no opinion regarding other federal tax consequences resulting from the ownership, receipt or accrual of interest on, or disposition of the Bonds The opinion set forth in the preceding paragraph assumes continuing compliance by the Village with certain requirements of the Code that must be met after the date of the issuance of the Bonds in order for interest on the Bonds to be excluded from gross income for federal income tax purposes The failure to meet these requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds The Village has covenanted in the Bond Ordinance to take the actions necessary to comply with such requirements We are further of the opinion that the Bonds are "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Code Accordingly, a financial institution's interest expense allocable to interest on the Bonds will be reduced by 20% under Section 291(a)(3) of the Code (rather than disallowed under Section 265(b) of the Code) 5 The Bonds are exempt from the excise tax on documents imposed pursuant to Chapter 201, Flonda Statutes {M1573016_2} CALIFORNIA FLORIDA GEORGIA NEW JERSEY NEW YORK WASHINGTON D C The Village Council of the Village of Key Biscayne SunTrust Bank December 14, 2006 Page 3 This opinion is qualified to the extent that the nghts 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, LLP 4_,0-(,-. J Y (_, {M1573016_2} CALIFORNIA FLORIDA GEORGIA NEW JERSEY NEW YORK WASHINGTON D C WEISS SEROTA HELFMAN PASTORIZA COLE & HONISKE, P A ATTORNEYS AT LAW MITCHELL A BIERMAN NINA L BONISKE MITCHELL J BURNSTEIN JAMIE ALAN COLE STEPHEN J HELFMAN GILBERTO PASTORIZA MICHAEL S POPOK JOSEPH H SEROTA SUSAN L TREVARTHEN RICHARD JAY WEISS DAVID M WOLPIN LYNN M DANNHEISSER IGNACIO G DEL VALLE DOUGLAS R GONZALES MELISSA P ANDERSON LILLIAN ARANGO DE LA HOZ JAMES E BAKER JEFF P H CAZEAU RAQUEL ELEJABARRIETA CHAD FRIEDMAN 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 200 EAST BROWARD BOULEVARD SUITE 1900 FORT LAUDERDALE FLORIDA 33301 TELEPHONE 954 763 4242 TELECOPIER 954 764 7770 OF COUNSEL December 14 2006 The Village Council of the Village of Key Biscayne Florida Key Biscayne Florida SunTrust Bank Miami, Florida \dorno & Yoss, LLP Miami, Florida GREGORY A HAILE JOHN J KENDRICK I I I KAREN LIEBERMAN JOHANNA M LUNDGREN ANDREW W MAI MATTHEW H MANDEL PAMI MAUGHAM ALEXANDER L PALENZUELA MAURI YUNIOR PINEIRO CHRISTINA PRKIC JOHN J QUICK ANTHONY L RECIO SCOTT A ROBIN GAIL D SEROTA JONATHAN C SHAMRES ESTRELLITA S SIBILA EDUARDO M SOTO MICHAEL L STINES JOSE S TALAVERA STEVEN E TAYLOR JAMES E WHITE CL NTON A WR GHT H Re $4,000,000 Village of Key Biscayne Florida Road Improvement Revenue Bonds, Series 2006 Ladies and Gentlemen We have acted as Village Attorney for the Village of Key Biscayne Florida (the "Village") in connection with the issuance of the Village's $4,000,000 Road Improvement Revenue Bonds, Series 2006 (the "Bonds") In such capacity, we have examined the following a Oidiiiance No 2006-10 aaoptea by the village Council on November 14 2006, and Resolution No 2006-52 adopted by the Village Council on December 5, 2006, authorizing the issuance of the Bonds (collectively the "Bond Ordinance"), 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 The Village Council of the Village of Key Biscayne, Florida SunTrust Bank Adorno & Yoss LLP December 14 2006 Page 2 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 COLE & BONISKE P A By David M Wolpin (M1573013_1) WEISS SEROTA HELFMAN PASTORIZA COLE & BONISKE PA bona r finance - Local bona Monitoring submission complete rage 1 of 1 STATE OF FLORIDA - DIVISION OF BOND FINANCE LOCAL BOND MON Home Form submitted successfully To print the entire form, please click the below Print https //www sbafla com/issue/final aspx 12/21/2006 Bond Finance - Local Bond Monitonng Pnnt Form Page 1 of 5 NAME OF GOVERNMENTAL UNIT Village of Key Biscayne, Florida MAILINC ADDRESS OF GO% ERNMEN1 AL UNIT OR ITS MANAGER Address(1) 88 West McIntyre Street, Suite 201 Address(2) City Key Biscayne State FL Zip 33149 COUNTIES) IN WHICH GOV ERNMEN I'AL UNIT HAS JURISDICTION Miami -Dade TYPE OF ISSUER City IS THE ISSUER A COMMUNI FY DEVELOPMENT DISTRICTS ISSUE NAME AMOUNT INTEREST CALCULATION YIELD $4,000,000 Village of Key Biscayne, Florida Road Improvement Revenue Bonds, Series 2006 $4,000,000 00 Net Interest Cost Rate 4 05% AMOUNT AUTHORIZED $4,000,000 00 DATED DATE (MM/DD/' YYY) 12/14/2006 SALE DATE (MM/DD/YYYY) 12/14/2006 DELIVERY DATE (MM/DD/YYYY) 12/14/2006 LEGAL AUTHORITY FOR ISSUANCE Ch 166, F S TYPE OF ISSUE Revenue IS THIS A PRIVATE ACTIVITY BOND (PAB)9 Did This Issue Receive a PAB Allocation? Amount of Allocation $0 00 SPECIFIC REVENUES(S) PLEDGED Primary Other Secondary Other Toll Revenues https //www sbafla com/issue/punt aspx7print_id=927 12/14/2006 13onci Penance - Local Bond Monitoring Print corm Page 2 of 5 PURPOSE(S) OF THE ISSUE Primary Road and Bridge Projects Secondary Other IS THIS A REFUNDING ISSUE/ REFUNDED DEBT HAS BEEN DID THE REFUNDING ISSUE CONTAIN NEW MONEY/ APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY/ TYPE OF SALE Negotiated Private Placement INSURANCE/ENHANCEMENTS No Credit Enhancement RATINGS) Moody s NR s&P NR Fitch NR Other DEBT SERVICE SCHEDULE PROVIDED BY E-mail OPTIONAL REDEMPTION PROVISIONS PROVIDED BY E-mail PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER Underwriter Sun Trust Bank Address(1) 777 Brickell Avenue Address(2) City Miami State FL Zip 33131 CO -Underwriter Wine Address(1) Address(2) City State - Zip PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED https //www sbafla com/Issue/print aspx7pnnt_id=927 12/14/2006 bona r finance - Local bona lvionitoring runt r orm lage3ott THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE Bond Counsel Address(1) Address(2) City State Zip Adorno & Zeder/Adorno & Yoss 2525 Ponce de Leon Blvd , Suite 400 Miami FL 33134 CO -Bond Counsel None Address(1) Address(2) City State - Zip Financial Advisor/Consultant None Address(1) Address(2) City State Zip CO -Financial Advisor/Consultant None Address(1) Address(2) City State - Zip Other Professionals Address(1) Address(2) City State Zip PAYING AGENT Weiss Serota Helfman Pastoriza Cole & Boniske, PA 2665 South Bayshore Drive Suite 204 Miami FL 33133 Village of Key Biscayne REGISTRAR Village of Key Biscayne BF2004-A AND BF2004-B NOTE The following items are required to be completed in full for all bond issues except those sold pursuant to Section 154 Part III Sections 159 Parts II III or V or Section 243 Part I Florida Statutes HAS ANY FEE, BONUS, OR GRATUITY BEEN 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? IF YES, PLEASE PROVIDE THE FOLLOWING INFORMATION WITH RESPECT TO EACH SUCH UNDERWRITER OR CONSULTANT HAVE ANY OTHER FEES BEEN PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE, INCLUDING ANY FEE PAID TO ATTORNEYS OF FINANCIAL CONSULTANTS? IF YES, PLEASE PROVIDE THE TOTAL FFFS PAID TO APPLICABLE PARTICIPANTS Total Bond Counsel Fees Paid $15,000 00 Total Financial Advisor Fees Paid $0 00 https //www sbafla corn/issue/print aspx7print_id=927 12/14/2006 tioncl Valance - Local tionct IVionitonng Ynnt P orm ?age 4otJ Other Fees Paid COMPANY NAME FEE PAID SERVICE PROVIDED OR FUNCTION SERVED Weiss Serota Helfman Pastoriza Cole & Boniske, PA $1,000 00 Village Attorney FILING OF THIS FORM HAS BEEN AUTHORIZED BY THE OFFICIAL OF THE ISSUER IDENTIFIED BELOW Name Title Robert L Vernon, Mayor Governmental Officer primarily responsible for coordinating issuance of the bonds FEES CHARGED BY UNDERWRITER Management Fee (Per Thousand Par Value) 0 Private Placement Fee 0 UNDERWRITER'S EXPEC ['ED GROSS SPREAD (PER THOUSAND PAR VALUE) 0 FOR ADDITIONAL INFORMATION, THE DIVISION OF BOND FINANCE SHOULD CONTACT Name Jeffrey D DeCarlo, Esq Title Bond Counsel Phone 305-460-1276 Company Adorno & Yoss, LLP Address(1) 2525 Ponce de Leon Blvd Address(2) Suite 400 City Miami State FL Zip 33134 INFORMATION RELATING TO PARTY COMPLETING THIS FORM (IF DIFFERENT FROM ABOVE) Name Title Phone - - Company Address(1) Address(2) City State - Zip 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 IF THE ISSUER IS REQUIRED TO PROVIDE CONTINUING DISCLOSURE INFORMATION IN ACCORDANCE WITH SEC RULE 15c2-12, DO YOU WANT THE DIVISION OF BOND FINANCE TO REMIND YOU OF YOUR FILING DEADLINES ON WHAT DATE IS THE CONTINUING DISCLOSURE INFORMATION REQUIRED TO BE FILED9 (MM/DD) https //www sbafla com/Issue/pnnt aspx7print_id=927 12/14/2006 l3onci Vinance - Local tjond Monitoring t'nnt Form Page 5 of 5 PROVIDE THE FOLLOWING INFORMATION REC'ARDING THE PERSON(S) RESPONSIBLE FOR FILING CONTINUING DISCLOSURE INFORMATION REQUIREDBY SEC RULF 15c2-12 AND THE CONTINUING DISCLOSURE AGREEMENT (INCLUDING OTHER OBI !GATED PARTIES, IF APPROPRIATE) Name Title Phone Company Address(1) Address(2) City State Zip Fax Email https //www sbafla com/issue/pnnt aspx'pnnt_id=927 12/14/2006 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 II BOND ISSUE INFORMATION 1 NAME OF BOND ISSUE $4,000,000 Village of Key Biscayne, Florida Road Improvement Revenue Bonds, Senes 2006 2 AMOUNT ISSUED $4,000,000 3 AMOUNT AUTHORIZED $4,000,000 4 DATED DATE December , 2006 5 SALE DATE December , 2006 6 DELIVERY DATE December , 2006 7 LEGAL AUTHORITY FOR ISSUANCE FLORIDA STATUTES SPECIAL ACTS OTHER Chapter 166 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)7 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 Toll Revenues (2) SECONDARY (3) OTHER(S) (M1573012_1} 1 11 A PURPOSE(S) OF THE ISSUE (1) PRIMARY financing a portion of the costs of road improvements within the Village (Crandon Boulevard Improvements --Phase III), financing architectural, engineering, environmental, legal and other planning costs related thereto, and paying costs of issuance of the Bonds (2) SECONDARY (3) OTHER(S) B IF PURPOSE IS REFUNDING COMPLETE THE FOLLOWING (1) FOR EACH ISSUE REFUNDED LIST NAME OF ISSUE DATED DATE ORIGINAL PAR VALUE (PRINCIPAL AMOUNT) OF ISSUE AND AMOUNT OF PAR VALUE (PRINCIPAL AMOUNT) REFUNDED (2) REFUNDED DEBT HAS BEEN RETIRED OR DEFEASED (3) A DID THE REFUNDING ISSUE CONTAIN NEW MONEY? YES NO 6 IF YES APPROXIMATELY WHAT PERCENTAGE OF PROCEEDS IS NEW MONEY? 0/0 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) 4 05 % TRUE INTEREST COST RATE (TIC) % CANADIAN INTEREST COST RATE (CIC) % ARBITRAGE YIELD (ARBI) ok SPECIFY OTHER 14 INSURANCE/ENHANCEMENTS AGIC AMBAC CGIC CLIC FGIC FSA HUD MBIA NGM LOC (LETTER OF CREDIT) OTHER (SPECIFY) X NOT INSURED 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) 12/01/2021 COUPON/INTEREST RATES 4 05% ANNUAL INTEREST PAYMENTS See attached PRINCIPAL (PAR VALUE) PAYMENTS See attached MANDATORY TERM AMORTIZATION See attached 17 LIST OR ATTACH OPTIONAL REDEMPTION PROVISIONS See attached {M1573012_1} 2 18 PROVIDE THE NAME AND ADDRESS OF THE SENIOR MANAGING UNDERWRITER OR SOLE PURCHASER SunTrust Bank, 777 Bnckell Avenue, Miami, Florida 33131 19 PROVIDE THE NAME(S) AND ADDRESS(ES) OF ANY ATTORNEY OR FINANCIAL CONSULTANT WHO ADVISED THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE NO BOND COUNSEL X NO FINANCIAL ADVISOR NO OTHER PROFESSIONALS BOND COUNSEL(S) Adorno & Yoss, LLP, 2525 Ponce de Leon Boulevard, Suite 400, Miami, Florida 33134 FINANCIAL ADVISOR(S)/CONSULTANT(S) OTHER PROFESSIONALS Weiss Serota Helfman Pastoriza Cole & Boniske, P A , 2665 South Bayshore Drive, Suite 204 Miami, Honda 33133 20 PAYING AGENT NO PAYING AGENT 21 REGISTRAR NO REGISTRAR 22 COMMENTS Village of Key Biscayne Village of Key Biscayne PART 111 RESPONDENT INFORMATION FOR ADDITIONAL INFORMATION THE DIVISION SHOULD CONTACT Name and Title Company Jeffrey D DeCarlo, ESQ Phone 305-460-1276 Adorno & Yoss, LLP INFORMATION RELATING TO PARTY COMPLETING THIS FORM (If different from above) Name and Title Phone Company Date Report Submitted December , 2006 BF2004-A and BF2004-B NOTE The following items are required to be completed in full for all bond issues except those sold pursuant to Section 154 Part III Sections 159 Parts II III or V or Section 243 Part II Florida Statutes 23 ANY FEE BONUS OR GRATUITY PAID BY ANY UNDERWRITER OR FINANCIAL CONSULTANT IN CONNECTION WITH THE BOND ISSUE TO ANY PERSON NOT REGULARLY EMPLOYED OR ENGAGED BY SUCH UNDERWRITER OR CONSULTANT X NO FEE BONUS OR GRATUITY PAID BY UNDERWRITER OR FINANCIAL CONSULTANT {M1573012_1} 3 (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 (4) COMPANY NAME FEE PAID $ SERVICE PROVIDED or FUNCTION SERVED 24 ANY OTHER FEES PAID BY THE UNIT OF LOCAL GOVERNMENT WITH RESPECT TO THE BOND ISSUE INCLUDING ANY FEE PAID TO ATTORNEYS OR FINANCIAL CONSULTANTS NO FEES PAID BY ISSUER (1) COMPANY NAME Adorno & Yoss, LLP FEE PAID $ 15,000 SERVICE PROVIDED or FUNCTION SERVED Bond Counsel (2) COMPANY NAME FEE PAID $ 1,000 Weiss Serota Helfman Pastoriza Cole & Boniske, P A SERVICE PROVIDED or FUNCTION SERVED Village Attorney (3) COMPANY NAME FEE PAID $ SERVICE PROVIDED or FUNCTION SERVED (4) 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 GOVERNMENT OR THE GOVERNMENTAL OFFICER PRIMARILY RESPONSIBLE FOR COORDINATING THE ISSUANC I BONdS NAME (Typed/Printed) Robert L Vernon SIGNATURE TITLE Mayor DATE December 14, 2006 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 UNDERWRITERS EXPECTED GROSS SPREAD X NO GROSS SPREAD $ PER THOUSAND PAR VALUE (M1573012_1} 4 PART IV CONTINUING DISCLOSURE INFORMATION In order to better serve local governments the Division of Bond Finance will remind issues 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 129 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 TO Courier Deliveries Division of Bond Finance State Board of Administration 1801 Hermitage Blvd Suite 200 Tallahassee FL 32308 Phone 850/413 1304 or 413 1305 FAX 850/4131315 Mailing Address Division of Bond Finance State Board of Administration P 0 Drawer 13300 Tallahassee FL 32317 3300 REVISED Dec 9 2002/bfcombo {M1573012_11 5 To SunTrust Bank Miami, Florida Re $4 000,000 Village of Key Biscayne, Florida Road Improvement Revenue Bonds, Series 2006 Please deposit the entire proceeds of the Bonds in the amount of $4,000,000 to the account shown on the attachment to this letter VILLAGE OF KEY BISCAYNE, FLORIDA 2,0r,-, Robert L Vernon Mayor ated December 14, 2006 {M1574581_1) Attachment to Deposit Instructions Letter Bank SunTrust Bank ABA# 061000104 Account# 1000029499836 Special Instructions Village of Key Biscayne, FL Road Improvement Revenue Bond Proceeds A {M1574581_1}