R-0887-91 RESOLUTION NO. 887-91
RESOLUTION PROVIDING FOR THE ACQUISITION OF
EQUIPMENT AND CONSTRUCTION OF CERTAIN PUBLIC
IMPROVEMENTS TO BE UTILIZED BY MIAMI SHORES
VILLAGE, FLORIDA; AUTHORIZING THE ISSUANCE BY
THE VILLAGE OF NOT EXCEEDING $443,782 CAPITAL
IMPROVEMENT REVENUE BONDS TO FINANCE THE COST
THEREOF; PLEDGING TO SECURE PAYMENT OF THE
PRINCIPAL OF AND INTEREST ON SUCH BONDS A
PORTION OF CERTAIN PUBLIC SERVICE TAX
REVENUES; AUTHORIZING A NEGOTIATED SALE OF THE
BONDS; DESIGNATING THE BONDS FOR QUALIFICATION
PURSUANT TO SECTION 265 (b) (3) OF THE INTERNAL
REVENUE CODE; AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE COUNCIL OF MIAMI SHORES VILLAGE,
FLORIDA, AS FOLLOWS:
TABLE OF CONTENTS
Parte
ARTICLE I
GENERAL
1. 01 Definitions . . . . . . . . . . . . . . . . . . . 1
1. 02 Authority for this Instrument . . . . . . . . . . 3
1. 03 Findings . . . . . . . . . . . . . . . . . . . . . 3
1. 04 Project Authorized . . . . . . . . . . . . . . . . 4
ARTICLE II
ALTIHORIZATION, TERMS, EXECUTION AND
REGISTRATION OF BOND
2 . 01 Authorization of Bond . . . . . . . . . . . . . . 4
2 . 02 Payment of Bond and Interest . . . . . . . . . . . 4
2 . 03 Provisions for Redemption . . . . . . . . . . . . 5
2 . 04 Execution of the Bond . . . . . . , , . , , 6
2 . 05 Negotiability, Registration andAssignment . . . . 6
2 . 06 Bond Mutilated, Destroyed, Stolen or Lost . . . . 7
2 . 07 Form o: the Bond . . . . . . . . . . . . . . . . . 8
ARTICLE III
COVENANTS, SPECIAL FUNDS
7-27D APPLICATION THEREOF
3 . 01 Bonds ::ot to Be General Obligations of Issuer 8
3 . 02 Security for Bonds . . . . . . . . . . . . . . . 8
3 . 03 Application of Section 2. 01 Bond Proceeds . . . . 8
3 . 04 Covenants of the Issuer . . . . . . . . . . . . . 9
ARTICLE IV
MISCELLANEOUS PROVISIONS
4. 01 General Authority . . . . . . . . . . . . . . . . 15
4 . 02 No Personal Liability . . . . . . . . . . . . . 15
4 . 03 No Third Party Beneficiaries . . . . . . . . . 16
4 . 04 Compliance with Chapter 218, Part III, Florida
Statutes . . . . . . . . . . . . . . . . . . . . . 16
4 . 05 Defeasance . . . . . . . . . . . . . . . . . . 16
4 . 06 Modification or Amendment . . . . . . . . . . . . 16
4 . 07 Sale of Section 2 . 01 Bonds . . . . . . . . . . . . 17
4. 08 Severability of Invalid Provisions . . . . . . . . 17
4 . 09 Repeal of Inconsistent Resolutions . . . . . . . . 18
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4 . 10 Table of Contents and Headings not Part Hereof 18
4. 11 Effective Date . . . . . . . . . . . . . . . . . . 18
Appendix A - Additional Definitions
Appendix B - Description of Section 2.01 Bonds
Appendix C - Revenues
Appendix D - Form of Bond
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ARTICLE I
GENERAL
1. 01 Definitions. Unless the text clearly otherwise
requires, when used in this Instrument the terms defined in
Appendix A shall have the respective meanings assigned therein and
the following terms shall have the following meanings:
"Authorized Depository" shall mean the State Board of
Administration and any state banking corporation or national
banking association situated in the State of Florida which is a
member of the Federal Deposit Insurance Corporation and which is
eligible under the laws of the State of Florida to receive deposits
of funds of the Issuer.
"Authorized Investments" shall mean all accounts with the
State Board of Administration of the State of Florida and, subject
to any limitations which may be contained in Appendix F hereto, any
investments which shall be authorized from time to time by
applicable laws of the State of Florida for deposit or purchase by
the Issuer for the temporary investment of its funds.
Florida. "Bond Counsel" shall mean Foley & Lardner, Tampa,
"Bond Register" shall mean the registration books of the
Issuer, kept by the Issuer, for the purpose of registering
ownership of the Bonds.
"Bonds" shall mean the Section 2 .01 Bonds.
"Bond Service Requirement" for any Bond Year shall mean
the amount required to pay the principal of and interest on the
Bonds during such Bond Year.
"Bond Year" shall mean the period commencing on the day
after the principal maturity date of the bonds each calendar year
and ending on the principal maturity date of the Bonds in the next
succeeding calendar year. Each Bond Year shall be designated with
the number of the calendar year in which such Bond Year ends.
"Closing" shall mean the delivery of the Bonds by the
Issuer to the Purchaser upon payment by the Purchaser to the Issuer
of the purchase price therefor in full.
"Code" shall mean the United States Internal Revenue Code
of 1986, as the same may be amended from time to time, or any
successor enactment, and the regulations thereunder, whether
proposed, temporary or final, promulgated by the Department of the
Treasury, Internal Revenue Service.
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"Cost" when used in connection with the Project, shall
mean all expenses necessary, appurtenant or incidental to the
acquisition, construction and installation of the Project,
including without limitation the cost of any land or interest
therein or of any fixtures, equipment or personal property
necessary or convenient therefor, the cost of labor and materials
to complete such construction, architectural, engineering and legal
expenses, fiscal expenses, expenses for estimates of costs and of
revenues, expenses for plans, specifications and surveys, interest
during construction, administrative expenses related solely to the
acquisition and construction of the Project and all expenses
incident to the financing of the Project and the issuance of the
Bonds.
"Federal Securities" shall mean direct obligations of the
United States of America (including obligations issued or held in
book-entry form on the books of the Department of the Treasury) and
obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America.
"Fiscal Year" shall mean the period commencing on October
1 of each year and ending on September 30 in the next succeeding
year.
"_nst�vert" shall mean this resolution and all
resolutions amendatc=y hereof which may be hereafter duly adopted
by the Issuer.
"C ner" shall mean the Person in whose name any
outstanding Bond is registered according to the Bond Register.
":aymenz Dates" shall mean the dates designated as such
in Appendix D hereto.
"Person" shall mean an individual, a corporation, a
partnership, an association, a joint stock company, a trust, any
unincorporated organization or a government or political
subdivision thereof.
"Pledced Funds" shall mean the Revenues deposited in the
Revenue Fund and the interest and earnings to be derived by the
Issuer on the investment thereof.
"Project Account" shall mean the special account created
pursuant to Section 3 . 03 hereof into which the Issuer shall deposit
a portion of Bond proceeds.
"Purchaser" shall mean Bell Atlantic Tricon Government
Finance, Inc. , the initial purchaser of the Section 2 . 01 Bonds.
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"Registrar" shall mean the Issuer, or any bank or other
qualified irstitutien hereafter appointed as successor registrar
and paying agent -cr the Bonds by resolution of the Governing Body.
"Reve-ue Fund" shall mean the account created pursuant to
the provisions of Section 3 . 04 (A) of this Instrument, into which
the Issuer shall deposit monthly, as received, the Revenues.
"Revenues" shall mean the particular revenues of the
Issuer described and defined in and by Appendix C hereto which the
Issuer has pledged as security for the principal and interest on
the Bonds.
"Section 2 . 01 Bonds" shall mean the Bonds authorized to
be issued pursuant to the provisions of Section 2 . 01 hereof.
1. 02 Authority for this Instrument. This Instrument is
enacted pursuant to the provisions of the Act and other applicable
provisions of lava.
1. 03 =indi nets. It is hereby found and determined that:
(A) =he Project is necessary for the health, welfare,
safety and ecorcm;: c= the citizens and inhabitants of the Issuer.
(B) =t is necessary and in the best interest of the
finances and ecencn_; of the Issuer that all or a part of the Cost
of the Project :.e :financed with the proceeds from the sale of the
Section 2 . 01 Bon::s.
(C) .he Pledged Funds will be sufficient in each Bond
Year to pay the =rin=ipal of and interest on the Section 2 . 01 Bonds
which shall beccme due and payable in such Bond Year. It is deemed
necessary and desirable to pledge the Pledged Funds to the payment
of the principal c= and interest on the Section 2 . 01 Bonds.
(D) The Issuer is not, under this Instrument, obligated
to levy any ad valorem taxes on any real or personal property
situated within its territorial limits to pay the principal of
premium, if any, or interest on the Bonds. The Bonds shall not
constitute a lien upon any property of the Issuer or situated
within its territorial limits other than the Pledged Funds.
(E) This Instrument is declared to be and shall
constitute a contract between the Issuer and all Owners; and the
covenants and agreements herein set forth to be performed by the
Issuer are and shall be for the equal benefit, protection and
security of all owners, all of which shall be of equal rank and
without preference, priority or distinction of any of the Bonds
over any other, except as hereinafter provided.
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(F) The Governing Body is advised that due to the
present volatility of the market for tax-exempt public obligations
such as the Section 2 . 01 Bonds, it is in the best interest of the
Issuer to sell the Section 2 .01 Bonds by a negotiated sale,
allowing the Issuer to enter such market at the most advantageous
time, rather than at a specified advertised future date, thereby
permitting the Issuer to obtain the best possible price, interest
rate and other terms for the Section 2.01 Bonds and, accordingly,
the Issuer does hereby find and determine that it is in the best
financial interest of the Issuer that a negotiated sale of the
Section 2. 01 Bonds be authorized. The Purchaser has offered to
purchase the Section 2 . 01 Bonds at the price and upon the terms
herein stated and will file with the Issuer the Purchaser's
Disclosure Statement in compliance with Section 218 .385 (4) , Florida
Statutes, as amended; and the Governing Body does hereby find and
determine that it is in the best financial interest of the Issuer
that such offer be hereby accepted by the Issuer.
(G) It is necessary and appropriate that the Issuer act
as the registrar and a paying agent for the Bonds.
1. 04 Prosect Authorized. The acquisition, construction
and installation of the Project is hereby authorized.
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND
REGISTRATION OF BOND
2 . 01 Authorization of Bond. Subject and pursuant to the
provisions of this Instrument, a fully registered obligation of the
Issuer described in Appendix C hereto is hereby authorized to be
issued in the form of Appendix D, with such changes, amendments,
modifications, insertions, and additions as may be approved by the
signatories thereto, for the purpose of financing all or a part of
the Cost of the Project and such obligations are to be registered
in the name of the Purchaser in the aggregate principal amount of
the Bonds.
2 . 02 Payment of Bond and Interest. The Bond shall be
payable as to both principal and interest at the principal office
of the Registrar in lawful money of the United States of America.
The interest and principal payable on the Bond on any
Payment Date will be paid by check or draft of the Registrar to the
Owner in whose name such Bond shall be registered at the close of
business on the date which shall be the fifteenth day (whether or
not a business day) next preceding such Payment Date. In the event
the interest and principal payable on the Bond is not punctually
paid or duly provided for by the Issuer on such Payment Date, such
defaulted interest and principal will be paid to the Owner in whose
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name such Bond shall be registered at the close of business on a
special record date for the payment of such defaulted interest as
established by notice to such Owner, not less than ten (10) days
preceding such special record date.
From and after any maturity date of the Bond (deposit of
moneys and/or Federal Securities for the payment of the principal
and interest on such Bonds or part thereof having been made by the
Issuer with the Registrar) , notwithstanding that Bond shall not
have been surrendered for cancellation, no further interest shall
accrue upon the principal of the Bond, no interest shall accrue
upon the interest which shall have accrued and shall then be due on
such date, and the Bond shall cease to be entitled to any lien,
benefit or security under this Instrument, and the Owner shall have
no rights in respect of the Bond except to receive payment of such
principal and unpaid interest accrued to the maturity date.
2 . 03 Provisions for Redemr)tion. The Section 2 . 01 Bond
shall be redeemable prior to the stated date of maturity only upon
such terms and conditions as may be provided in the form of the
Bond set out in Appendix D hereto.
Unless waived by any Owner of the Bond to be redeemed,
notice of redemption of the Bond prior to maturity shall be given
by the Registrar on behalf of the Issuer by mailing a copy of an
official redemption notice by registered or certified mail at least
30 days and not more than 60 days prior to the date fixed for
redemption to the Owner of the Bond to be redeemed at the address
of such Owner shown on the Bond Register or at such other address
as shall be furnished in writing by such Owner to the Registrar.
Every official notice of redemption shall be dated and
shall state:
(1) the redemption date,
(2) the redemption price,
(3) that on the redemption date the redemption price
will become due and payable upon each such Bond or portion thereof
called for rede=ption, and that interest thereon shall cease to
accrue from and after said date, and
(4) that such Bonds to be redeemed, in whole but not in
part, are to be surrendered for payment of the redemption price at
the principal office of the Registrar.
Prior to any redemption date, the Issuer shall deposit in
a special segregated account for the benefit of the Owner an amount
of money sufficient to pay the redemption price of all the Bonds or
portions of Bonds which are to be redeemed on that date.
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Official notice of redemption having been given as
aforesaid, the Bonds or portions of the Bond to be redeemed shall,
on the redemption date, become due and payable at the redemption
price therein s=ecified, and from and after such date (unless the
Issuer shall default in the payment of the redemption price) such
Bonds or portions of the Bond shall cease to bear interest. Upon
surrender for redemption in accordance with said notice, such Bonds
shall be paid by the Registrar at the redemption price. Each check
or other transfer of funds issued by the Registrar for the purpose
of the payment of the redemption price of the Bond being redeemed
shall identify by 'issue and maturity, the Bonds being redeemed with
the proceeds of such check or other transfer. Installments of
interest due on or prior to the redemption date shall be payable as
herein provided for payment of interest. All Bonds which have been
redeemed shall be cancelled and destroyed by the Registrar and
shall not be reissued.
2 . 01-4t Execution of the Bond. The Bond shall be executed
in the name of the Issuer with the manual signature of the
Designated Office= and the corporate seal of the Issuer shall be
imprinted thereon:, attested and countersigned with the manual
signature of the Clerk. In case any one or more of the officers
who shall have signed or sealed the Bond or whose facsimile
signature shall appear thereon shall cease to be such officer of
the Issuer before such Bond has been actually sold such Bond may
nevertheless be sold as herein provided and may be issued as if the
person who signed or sealed the Bond had not ceased to hold such
office. The Bond may be signed and sealed on behalf of the Issuer
by such person. «he at the actual time of the execution of the Bond
shall hold the proper office of the Issuer, although at the date of
such Bond such erson may not have held such office or may not have
been so authorized. The Issuer may adopt and use for such purposes
the facsimile signatures of any such persons who shall have held
such offices at any time after the date of the adoption of this
Instrument, not-W4
thstanding that either or both shall have ceased
to hold such office at the time the Bond shall be actually sold.
2 . 05 Negotiability, Registration and Assignment. The
Bond shall be and shall have all the qualities and incidents of
negotiable instruments under the law merchant and the Uniform
Commercial Code of the State of Florida, subject to the provisions
for registration and transfer contained in this Instrument and in
the Bond.
Each Bond shall be transferable only upon the Bond
Register of the issuer, at the principal office of the Registrar,
upon delivery to the Registrar of (i) a written instrument or
instruments of transfer in form and with guarantee of signatures
satisfactory to the Registrar, duly executed by the Owner of the
Bonds to be transferred, or by such Owner's attorney duly
authorized in writing, containing such identification information
for the transferee as the Registrar shall reasonably require, (ii)
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the certificate for the Bond or Bonds to be transferred and (iii)
a notarized certificate from the Purchaser to the Issuer that such
transfer is being undertaken after full compliance with all
applicable securities laws. The Issuer hereby acknowledges that
such transfer will in no way alter or affect the terms and
conditions of the Bonds, and the rights and interests of the new
Owner shall be the same as though such Owner was the original
Purchaser of the Bond.
In all cases of the transfer of any Bond, the Registrar
shall enter the transfer of ownership in the Bond Register and
deliver in the name of the transferee or transferees a new
registered Bond or the Bond, of authorized denominations of the
same maturity and interest rate for the aggregate principal amount
which the Owner is entitled to receive at the earliest practicable
time in accordance with the provisions of this Instrument. The
Issuer or the Registrar may charge the Owner for every such
transfer of the Bond sufficient to reimburse it for any tax, fee or
other governmental charge required to be paid with respect to such
transfer and may require that such charge be paid before any such
transfer shall be made or any new Bond shall be delivered.
The Issuer shall not assign any of its obligations under
this Resolution, and no purported assignment thereof shall be
effective.
The Bond may be exchanged at the principal office of the
Registrar for a like aggregate principal amount of the Bond of the
same series, maturity and interest rate in other authorized
denominations. The Issuer and the Registrar shall not be required
to issue, transfer or exchange any Bonds during the period
beginning with the fifteenth day next preceding either any Interest
Payment Date or any day on which such Bonds shall have been duly
called for redemption, in whole or in part and with respect to which
the applicable notice of redemption shall have been duly given.
New Bonds delivered upon any transfer or exchange shall be valid,
limited obligations of the Issuer, evidencing the same debt as the
Bonds surrendered, shall be payable solely from the Pledged Funds
and shall be entitled to all of the security and benefits hereof to
the same extent as the Bonds surrendered.
The Issuer and the Registrar may treat the Owner of any
Bond, whether or not such Bond shall be overdue, as the absolute
owner thereof for all purposes, and any notice to the contrary
shall not be binding upon the Issuer or the Registrar.
2 . 06 Bond !Mutilated, Destroyed, Stolen or Lost. In case
any Bond shall become mutilated, or be destroyed, stolen or lost,
the Issuer may in its discretion issue and deliver a new Bond of
like tenor as the Bond so mutilated, destroyed, stolen or lost, in
exchange and substitution for such mutilated Bond, upon surrender
to and cancellation of such mutilated Bond by the Registrar, or in
7
lieu of and substitution for the Bond destroyed, stolen or lost,
and upon the Owner furnishing to the Issuer satisfactory indemnity
and complying with such other reasonable regulations and conditions
as the Issuer may prescribe and paying such expenses as the Issuer
may incur. If any such Bonds shall have matured or be about to
mature, instead of issuing a substitute Bond the Issuer may pay the
same, upon being indemnified as aforesaid, and if such Bond be
lost, stolen or destroyed, without surrender thereof.
Any such duplicate Bonds issued pursuant to this section
shall constitute original, additional contractual obligations on
the part of the Issuer whether or not the lost, stolen or destroyed
Bonds be at any time found by anyone, and such duplicate Bonds
shall be entitled to equal and proportionate benefits and rights as
to lien on and source and security for payment from the Pledged
Funds to the same extent as all other Bonds issued hereunder.
2. 07 Form of the Bond. The text of the Bond shall be in
substantially the form therefor provided in Appendix D hereto, with
only such omissions, insertions and variations as may be necessary
and/or desirable (which necessity and/or desirability shall be
presumed by the Issuer' s delivery of such Bonds to the Purchaser) .
ARTICLE III
COVENANTS, SPECIAL FUNDS
PAID APPLICATION THEREOF
3 . 01 Bonds Not to Be General Obligations of Issuer.
Neither the Bonds nor the interest thereon shall be or constitute
general obligations or indebtedness of the Issuer as "bonds" within
the meaning of Article VII, Section 12 of the Constitution of
Florida, but shall be payable solely from and secured by the
Pledged Funds as herein provided. No Owner shall ever have the
right to compel the exercise of any ad valorem taxing power to pay
such Bond or be entitled to payment of such Bond from any moneys of
the Issuer, except from the Pledged Funds in the manner provided
herein.
3 . 02 Security for Bonds. The payment of the principal
of and interest on the Bonds shall be secured forthwith equally and
ratably by a pledge of and lien upon the Pledged Funds. The Issuer
does hereby irrevocably pledge the Pledged Funds to the payment of
the principal of and interest on the Bonds and to the payment to
the Owner at the times provided of the sums required to secure to
the Owners thereof the payment of the principal of and interest and
premium, if any, on the Bonds as the same shall become due.
3 . 03 Application of Section 2 . 01 Bond Proceeds. The
Issuer has established with an Authorized Depository an account
(the "Project Account") into which shall be deposited the proceeds
8
from the sale of the Section 2.01 Bonds and the additional funds,
if any, required to assure payment in full of the Cost of the
Project. There shall exist no lien upon or pledge of funds in the
Project Account in favor of the Owners, and the Owners shall have
no duty or obligation to see that the proceeds of the Section 2 . 01
Bonds shall be applied as herein specified or that the moneys in
the Project Account shall be expended in the manner provided in
this section, however the Owner may request that the Issuer provide
invoices reflecting payment for the Cost of the Project.
Moneys deposited from the sale of the Bonds in the
Project Account shall be expended only for Costs of the Project and
shall be continuously secured by such Authorized Depository in the
manner prescribed by the laws of the State of Florida relating to
the securing of funds of the Issuer. The Issuer may direct the
Authorized Depository to invest in Authorized Investments all or
any portion of such funds on deposit in the Project Account which
shall not be needed immediately to pay items of the Cost of the
Project. The earnings from any such investment shall be deposited
in the Project Account.
Provided, however, anything herein to the contrary
notwithstanding, no use will be made of the proceeds of the Section
2. 01 Bonds which, if such use were reasonably expected on the date
of issuance of the Section 2 . 01 Bonds, would cause the same to be
"arbitrage bonds" within the meaning of the Code. The Issuer will
at all times while the Section 2 . 01 Bonds and the interest thereon
shall remain outstanding and unpaid comply with the requirements of
Section 148 of the Code.
3 . 04 Covenants of the Issuer. So long as any of the
principal of or premium, if any, or interest on any of the Bonds
shall be outstanding and unpaid, or until provision for payment
thereof shall have been made within the meaning of Section 4. 05
hereof, the Issuer covenants with the Owners as follows:
(A) Revenue Fund. The Issuer covenants and agrees that
it will establish (or has established) with an Authorized
Depository a special account into which the Issuer shall deposit
the Pledged Revenues for the repayment of the Bonds in an amount
which will be sufficient to pay the next succeeding interest and
principal (and redemption premium, if any) due on the Bonds. The
Revenue Fund shall be held by the Issuer and expended and applied
by the Issuer only in the manner specified in this section. The
Issuer covenants to pay therefrom all of the interest on the Bonds
as the same shall come due and the principal of the Bonds on the
Payment Dates therefor.
At the end of each month after such Revenues have been
deposited into the Revenue Fund to the extent required, the Issuer
may withdraw the balance of the moneys on deposit in the Revenue
Fund, if any, and any interest or other earnings which may accrue
9
thereafter, to the extent the balance of such funds exceeds the
amount due the Owner on the next succeeding Payment Date, whereupon
the lien in favor of the Bonds upon the Pledged Funds so withdrawn
shall be and is hereby released, and such moneys and earnings so
withdrawn may be used by the Issuer for any lawful public purpose.
(B) Trust Funds. The Revenue Fund shall constitute a
trust fund for the purposes provided herein for such funds. All
moneys on deposit therein, except those invested as hereinafter
provided, shall be continuously secured in the same manner as
deposits of funds of the Issuer are required to be secured by the
laws of the State of Florida. There is hereby created a lien upon
such funds in favor of the Owners until the moneys deposited
therein shall have been applied in accordance with this Instrument.
Moneys on deposit to the credit of the Revenue Fund may be
invested in Authorized Investments which shall mature not later
than the date on which such moneys shall be needed to pay the
principal of and interest on the Bonds in the manner herein
provided. The securities so purchased as an investment of funds
shall be deemed at all times to be a part of the Revenue Fund.
The cash required to be accounted for in any of the funds
and accounts created pursuant to Sections 3 . 03 and 3 . 04 hereof may
be deposited in a single account with an Authorized Depository, and
the moneys allocated to such funds and accounts may be invested in
a common investment pool, provided that adequate accounting records
are maintained to reflect and control the restricted allocation of
the cash on deposit therein and such investments for the purposes
of such funds and accounts as herein provided.
The designation and establishment of the funds and
accounts in and by this Instrument shall not be construed to
require the establishment of any completely independent,
self-balancing fund as such term is commonly defined and used in
governmental accounting, but rather is intended solely to
constitute an earmarking of certain revenues for certain purposes
and to create a lien upon and pledge thereof in favor of the Bonds
and establish certain priorities for application of such revenues
as herein provided.
(C) Issuance of Additional Junior and Subordinate Debt
Payable from the Pledged Funds. The Issuer covenants and agrees
that while any Bonds shall be outstanding it will not issue any
other obligations payable from or secured by the Pledged Funds or
any part thereof on a junior and subordinate basis, unless the lien
on and pledge of all or part of the Pledged Funds in favor of such
obligations shall be junior and subordinate in all respects to the
lien thereon and pledge thereof in favor of the Bonds and each such
obligation shall contain on its face a statement to that effect.
(D) Levy of Utility Service Taxes. The Issuer shall not
repeal the ordinances now in effect levying the Utility Service
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Taxes and will not amend or modify said ordinances in any manner so
as to impair or adversely affect the power and obligation of the
Issuer to levy and collect the Utility Service Taxes or impair or
adversely affect in any manner the pledge of the Utility Service
Taxes made herein or the rights of the Owners. The Issuer shall be
unconditionally and irrevocably obligated, so long as any of the
Bonds or the interest thereon are outstanding and unpaid, to levy
and collect the Revenues at such rates, not exceeding the maximum
rates permitted by law, as shall be sufficient to pay, as the same
shall become due, the principal of and interest on the Bonds. This
provision shall not be construed to prevent reasonable revisions of
the rates of the Revenues as long as the proceeds of the Revenues
to be collected by the Issuer in each year thereafter, will be
sufficient to pay, as the same shall become due, the principal of
and interest on the Bonds.
(E) Events of Default and Remedies. If one or more of
the following events, herein called "Events of Default, " shall
happen, that is to say, in case:
(1) default shall be made in the payment of the principal
or redemption price of any Bond when the same shall become due and
payable, either at maturity or by proceedings for redemption or
otherwise; or
(2) default shall be made in the payment of any
installment of interest on any Bond when and as such installment of
interest shall become due and payable; or
(3) the Issuer shall (1) admit in writing its inability
to pay its debts generally as they become due, (2) file a petition
in bankruptcy or take advantage of any insolvency act, (3) make an
assignment for the benefit of its creditors, (4) consent to the
appointment of a receiver of itself or of the whole or any
substantial part of its property, or (5) be adjudicated a bankrupt;
or
(4) a court of competent jurisdiction shall enter an
order, judgment or decree appointing a receiver of the Pledged
Funds or any part thereof, or of the whole or any substantial part
of the Issuer's property, or approving a petition seeking
reorganization of the Issuer under the federal bankruptcy laws or
any other applicable law or statute of the United States of America
or the State of Florida pertaining to bankruptcy or insolvency, and
such order, judgment or decree shall not be vacated or set aside or
stayed within 60 days from the date of the entry thereof; or
(5) under the provisions of any other law for the relief
or aid of debtors, any court of competent jurisdiction shall assume
custody or control of the Pledged Funds, or any part thereof, or of
the Issuer or of the whole or any substantial part of the Issuer's
property, and such custody or control shall not be terminated or
11
stayed within 60 days from the date of assumption of such custody
or control; or
(6) the Issuer shall default in the due and punctual
performance of any other of the covenants, conditions, agreements
and provisions contained in the Bonds or in this Instrument on the
part of the Issuer to be performed, and such default shall continue
for 30 days after written notice specifying such default and
requiring the same to be remedied shall have been given the Issuer
by the Owners of not less than 25% in principal amount of the Bonds
then outstanding;
then in each and every such case any Owner of the Bonds affected by
the Event of Default and then outstanding hereunder or an agent or
trustee therefor may proceed to protect and enforce its rights and
the rights of the Owners by a suit, action or special proceeding in
equity or at law, by mandamus or otherwise, either for the specific
performance of any covenant or agreement contained herein or in aid
or execution of any power herein granted or for any enforcement of
any proper legal or equitable remedy (including the appointment of
a receiver) as said Owner or Owners shall deem most effectual to
protect and enforce the rights aforesaid.
No remedy herein conferred upon or reserved to the Owners
is intended to be exclusive of any other remedy or remedies, and
each and every such remedy shall be cumulative, and shall be in
addition to every other remedy given hereunder or now or hereafter
existing at law or in equity or by statute.
No delay or omission of any Owner to exercise any right
or power accruing upon any default shall impair any such right or
power or shall be construed to be a waiver of any such default, or
an acquiescence therein; and every power and remedy given by this
section to the Owners may be exercised from time to time, and as
often as may be deemed expedient.
Nothing herein, however, shall be construed to waive any
venue privileges of the Issuer or to grant to any Owner any right
to or lien on the Project or any part thereof or on any other
property or income of the Issuer or situated within its territorial
limits except the Pledged Funds.
If an Event of Default shall happen and shall not have
been remedied, the Issuer or a receiver appointed for the purpose
shall apply all Pledged Funds as follows and in the following
order:
(1) to the payment of the reasonable and proper charges,
expenses and liabilities of the receiver, the Registrar and the
paying agents hereunder;
12
(2) to the payment of the interest and principal or
redemption price then due on the Bonds, as follows:
Unless the principal of all the Bonds shall have become
due and payable, all such moneys shall be applied
first: to the payment to the Persons entitled
thereto of all installments of interest then due,
in the order of the maturity of such installments
(with interest on defaulted installments of
interest at the rate or rates borne by the Bonds
with respect to which such interest is due to the
extent permitted by law) , and, if the amount
available shall not be sufficient to pay in full
any particular installment, then to the payment
ratably, according to the amount due on such
installment, to the Persons entitled thereto,
without any discrimination or preference;
second: to the payment to the Persons
entitled thereto of the unpaid principal of any of
the Bonds which shall have become due at maturity
or upon mandatory redemption prior to maturity
(other than Bonds called for redemption for the
payment of which moneys are held pursuant to the
provisions of Section 4 . 05 of this Instrument) , in
the order of their due dates, with interest upon
such Bonds at the rate or rates borne by such
Bonds, from the respective dates upon which they
became due, and, if the amount available shall not
be su'ficient to pay in full Bonds due on any
particular date, together with such interest, then
to the payment first of such interest, ratably
according to the amount of such interest due on
such dates, and then to the payment of such
principal, ratably according to the amount of such
principal due on such date, to the Persons entitled
thereto without any discrimination or preference;
and
third: to the payment of the redemption ,
premium on and the principal of any Bonds called
for optional redemption pursuant to the provisions
of this Instrument.
If the principal of all the Bonds shall have become due
and payable, all such moneys shall be applied to the payment of the
principal and interest then due and unpaid upon the Bonds, with
interest thereon as aforesaid, without preference or priority of
principal over interest or of interest over principal, or of any
installment of interest over any other installment of interest, or
of any Bond over any other Bonds, ratably, according to the amounts
13
due respectively for principal and interest, to the Persons
entitled thereto without any discrimination or preference.
(F) Records and Audits. The Issuer shall keep books and
records of the Pledged Funds, which such books and records shall be
kept in accordance with other books, records and accounts of the
Issuer, and any owner shall have the right, at all reasonable
times, to inspect such books and records.
So long as any of the Bonds shall be outstanding, the
Issuer will furnish on or before one hundred eighty (180) days
after the close of each Fiscal Year, to any Owner who shall request
the same in writing, copies of an annual audit report prepared by
an independent certified public accountant or an auditing official
of the State of Florida, covering for the preceding Fiscal Year, in
reasonable detail, the financial condition of the Issuer, receipts
of the Revenues and all transactions in the Revenue Fund.
(G) Fidelity Bond. The Issuer will require each
employee who may have possession of any Pledged Funds to be covered
by a fidelity bond written by a responsible indemnity company in an
amount fully adequate to protect the Issuer from loss.
(H) Creation of Superior Liens. The Issuer covenants
that it will not issue any other notes, bonds, certificates of
obligations of any kind or nature or create or cause or permit to
be created any debt, lien, pledge, assignment or encumbrance or
charge payable from or enjoying a lien upon any of the Pledged
Funds ranking prior and superior to the lien created by this
Instrument for the benefit of the Bonds unless the Issuer receives
the written consent to such a lien from 75% in principal amount of
the Owners of the Bonds.
(I) Federal Income Tax Covenant.
(1) The Issuer covenants that it will not make any
investments or acquiesce in the making of any investments by any
depository pursuant to or under the provisions of this Instrument
which could cause the Bonds to be "arbitrage bonds" within the
meaning of Section 148 of the Code. The Issuer covenants and
agrees that it will take any reasonable action required to be taken
pursuant to the nonarbitrage certificate or instructions from bond
counsel, whether delivered in connection with or subsequent to the
issuance and sale of the Bonds, in order to comply with all
provisions of the Code compliance with which is required to
maintain the tax-exempt status of the interest payable on the
Bonds.
(2) The Issuer hereby covenants that it will use its
best efforts to comply with all provisions of the Code necessary to
maintain the exclusion of interest on the Bonds from the gross
income of the Holders thereof for federal income tax purposes.
14
(3) The Issuer represents and covenants that it is a
governmental unit with general taxing powers; that at least 95% of
the net proceeds (as defined in the Code) of the Bonds will be used
for local governmental activities of the Issuer; and that the
aggregate face amount of all tax-exempt obligations, other than
private activity bonds (as defined in the Code, issued by or on
behalf of the Issuer (and *all subordinate entities of the Issuer) ,
during the 1991 calendar year is not reasonably expected to exceed
$5, 000, 000.
(4) The Issuer desires to qualify for the exception
contained in Section 265 (b) (3) of the Code which would allow
financial institutions a deduction for interest expense allocable
to tax-exempt obligations acquired after August 7, 1986, and
therefore hereby designates the Bonds for the purpose of qualifying
for such exception. The Issuer does hereby find and determine that
the aggregate face amount of all qualified tax-exempt obligations,
including the Bonds issued by or on behalf of the Issuer during the
1991 calendar year is not expected to exceed $10, 000, 000 and that
as of the date hereof no tax-exempt obligations (including leases)
issued or authorized to be issued by or on behalf of the Issuer
other than the Bonds, have been designated for the purpose of
qualifying for such exception.
ARTICLE IV
MISCELLANEOUS PROVISIONS
4 . 01 General Authority. The members of the Governing
Body and the Issuer' s officers, attorneys and other agents and
employees are hereby authorized to do all acts and things required
of them by this Instrument or desirable or consistent with the
requirements hereof for the full, punctual and complete performance
of all of the terms, covenants and agreements contained in the
Bonds and this Instrument, and they are hereby authorized to
execute and deliver all documents which shall be reasonably
required by bond counsel or the Purchaser to effectuate the sale of
the Section 2 . 01 Bonds to the Purchaser.
4. 02 No Personal Liability. No representation,
statement, covenant, warranty, stipulation, obligation or agreement
herein contained, or contained in any of the Bonds, or in any
certificate or other instrument to be executed on behalf of the
Issuer in connection with the issuance of any of the Bonds, shall
be deemed to be a representation, statement, covenant, warranty,
stipulation, obligation or agreement of any member of the Governing
Body, officer, employee or agent of the Issuer in his or her
individual capacity, and none of the foregoing persons nor any
officer of the Issuer executing any of the Bonds, or any
certificate or other instrument to be executed in connection with
the issuance of any of the Bonds, shall be liable personally
15
thereon or be subject to any personal liability or accountability
by reason of the execution or delivery thereof.
4 . 03 No Third Party Beneficiaries. Except as otherwise
expressly provided herein or in the Bonds, nothing in this
Instrument, or in the Bonds, expressed or implied, is intended or
shall be construed to confer upon any Person other than the Issuer
and the Owners any right, remedy or claim, legal or equitable,
under and by reason of this Instrument or any provision hereof, or
of the Bonds, all provision hereof and thereof being intended to be
and being for the sole and exclusive benefit of the Issuer and the
Persons who shall from time to time be the Owners.
4 . 04 Comnliance with Chapter 218 , Part III Florida
Statutes. The Issuer hereby approves and authorizes bond counsel
to complete and file with the Division of Bond Finance, Department
of General Services of the State of Florida, an advance notice of
the impending sale of the Bonds, and to perform any other acts as
may be necessary to comply with Chapter 218, Part III, Florida
Statutes, as amended.
4 . 05 Defeasance. If, at any time, the Issuer shall have
paid, or shall have made provision for payment of, the principal,
interest and redemption premiums, if any, with respect to any of
the Bonds, then, and in that event, the pledge of and lien on the
Pledged Funds in favor of the Owners of such Bonds shall be no
longer in effect. For purposes of the preceding sentence, deposit
by the Issuer of direct obligations of the United States of America
(including obligations issued or held in book-entry form on the
books of the Department of Treasury) , none of which permit
redemption prior to maturity at the option of the obligor, in
irrevocable trust with a banking institution or trust company, for
the sole benefit of such Owners, in respect to which obligations
the principal and interest received will be sufficient to make
timely payment of the principal of and interest and redemption
premiums, if any, on such Bonds, shall be considered "provision for
payment. " Nothing in this section shall be deemed to require the
Issuer to call any Bonds for redemption prior to maturity pursuant
to any applicable optional redemption provisions, or to impair in
any way the discretion of the Issuer in determining whether or not
to exercise any such option for early redemption.
4 . 06 Modification or Amendment. Any modification or
amendment of this Instrument or of any resolution amendatory hereof
or supplemental hereto may be made with the consent in writing of
the provider of municipal bond insurance insuring all of the Bonds
then outstanding which shall be materially and adversely affected
by such modification or amendment, if as a result of which
insurance such Bonds shall be rated in the highest rating category
by either Moody's Investors Service or Standard & Poor's
Corporation; or if such Bonds shall not be so insured or such
insurance provider shall be in default or bankrupt, with the
16
consent in writing of the Owners of fifty-one per centum (510) or
more in principal amount of such Bonds; provided, however, that no
such modif icatio-,. or amendment shall permit a change in the
maturity of such Bonds, or a reduction in the rate of interest
thereon or in the amount of the principal obligation thereof, or
affecting the prcmise of the Issuer to pay the principal of and
interest on such Bonds as the same shall become due from the
Pledged Funds, or reduce the percentage of such Bonds the Owners of
which are required to consent to any such modification or amendment
without the consent of the Owners of one hundred per centum (1000)
of such Bonds. This Instrument and any resolution amendatory
hereof or supplem=ental hereto may be amended, to the extent that
the amendment shall not materially and adversely affect any of the
Bonds, without the consent of such insurance provider or any of the
Owners for any of the following purposes:
(1) To cure any ambiguity or formal defect or omission
or to correct any inconsistent provisions in this Instrument, as
supplemented, or to clarify any matters or questions arising
hereunder.
(2) To grant to or confer upon the Owners any additional
rights, remedies, powers, authority or security that may lawfully
be granted to or conferred upon the Owners.
(3) =o add to the conditions, limitations and
restrictions on to issuance of Bonds under the provisions of this
Instrument other conditions, limitations and restrictions
thereafter to be cbserved.
(4) To add to the covenants and agreements of the Issuer
in this Instrumen= other covenants and agreements thereafter to be
observed by the Issuer or to surrender any right or power herein
reserved to or conferred upon the Issuer.
(5) Tc specify and determine any matters and things
relative to the Bonds which are not contrary to or inconsistent
with this Instrument as theretofore in effect.
4 . 07 Sale of Section 2 . 01 Bonds. The Section 2 .01 Bonds
are sold and awarded to the Purchaser in accordance with the terms
and conditions stated herein. The Designated Officer and the Clerk
are hereby authorized and the other officers, agents and employees
of the Issuer are hereby authorized and directed to conclude the
issuance and delivery of the Section 2. 01 Bonds in accordance with
the provisions thereof.
4 .08 Severability of Invalid Provisions. If any one or
more of the covenants, agreements or provisions herein contained
shall be held contrary to any express provision of law or contrary
to the policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held
17
invalid, then such covenants, agreements or provisions shall be
null and void and shall be deemed separable from the remaining
covenants, agreements or provisions and shall in no way affect the
validity of any of the other provisions hereof or of the Bonds.
4. 09 Repeal of Inconsistent Resolutions. All
resolutions or parts thereof in conflict herewith are hereby
repealed to the extent of such conflict.
4. 10 Table of Contents and Headings not Part Hereof.
The Table of Contents preceding the body of this Instrument and the
headings preceding the several articles and sections hereof shall
be solely for convenience of reference and shall not constitute a
part of this Instrument or affect its meaning, construction or
effect.
4. 11 Effective Date. This Instrument shall take effect
immediately upon its adoption.
PASSED, APPROVED AND ADOPTED this 1st day of October,
1991.
COUNCIL OF MIAMI SHORES
VILLAGE, FLORIDA
(SEAL]
By
Steven Z6hnsbn
Attest:
Gall MacDonald, Clerk
I, Gail MacDonald, Clerk of the Council of Miami Shores
Village, Florida, hereby certify that the foregoing is a true and
correct copy of Resolution No. 887-91 of said Council passed and
adopted on October 1 , 1991
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed the official seal of the Co * 1 this 1st day of
October 19 91
un
(OFFICIAL SEAL) Clerk
18
APPENDIX A
ADDITIONAL DEFINITIONS
(1991) . "Act" shall mean Chapter 166, Part II, Florida Statutes
"Clerk" shall mean the Clerk of the Issuer.
"Designated Officer" shall mean the Mayor of the Issuer.
"Governing Body" shall mean the Council of the Issuer.
"Issuer" shall mean Miami Shores Village, Florida.
"Issuer's Counsel" shall mean Yates and Fann, Miami
Shores, Florida.
"Project" shall mean the acquisition of a street sweeper
and a tub chipper and the construction, erection, renovation or
reconstruction of additions, extensions and improvements to certain
facilities of the Issuer's including certain street resurfacing, a
fuel depot system, and crosswalk paving, and shall also include
reimbursement to the Issuer for the purchase of a mower in June of
1991 in the amount of $12,200.
Appendix A - Page 1
APPENDIX B
DESCRIPTION OF SECTION 2. 01 BONDS
The Section 2. 01 Bonds shall be known as 'Capital
Improvement Revenue Bonds, Series 1991, " shall be dated as of
October 1, 1991, and shall be issued as fully registered bonds in
the principal amounts and bearing interest at the rate and payable
on the Payment Dates stated in such Bond.
Appendix B - Page 1
APPENDIX C
The Revenues shall consist of the Utility Service Tax
which is a portion of the Issuer's Public Service Taxes levied
pursuant to Article III of the Miami Shores Village Code, and
authorized pursuant to Florida Statute §166.231, which portion
shall be the amounts collected by the Issuer as an excise tax upon
the purchase of electricity within the Issuer. The Revenues shall
not include the Public Service Tax imposed upon the purchase of
metered gas, bottled gas, fuel oil, and telecommunication services,
but rather shall only include the tax levied upon the purchase of
electricity. The Revenue shall be exclusive of the deduction
allowed under the Miami Shores Village Code for the seller of the
electricity (currently Florida Power and Light Company, Inc. ) in
the amount of one percent (1%) of the amount of the tax collected
as compensation for keeping the records and collecting and
remitting the revenue.
Appendix C - Page 1
APPENDIX D
FORM OF BOND
REGISTERED
October _, 1991 $443, 782
UNITED STATES OF AMERICA
STATE OF FLORIDA
MIAMI SHORES VILLAGE
CAPITAL !MM- ROVEMENT REVENUE BOND, SERIES 1991
REGISTERED OWNER: Bell Atlantic Tricon Government Finance, Inc.
PRINCIPAL AMOUNT: $443 ,782
MATURITY DATE: October _, 1997
FOR VALUE RECEIVED, Miami Shores Village, a municipal
corporation and a political subdivision created and existing under
and by virtue of the laws of the State of Florida (the "Issuer") ,
hereby promises to pay, solely from the special funds hereinafter
described, to the Registered Owner identified above, or registered
assigns as hereinafter provided, the Principal Amount identified
above in installments in the amounts and on the- installment payment
dates hereinafter provided, and interest on the unpaid balance of
such Principal P�ount from the date identified above or from the
most recent Payment Date (hereinafter defined) to which interest
has been paid, at the rate of 7.4% per annum, on October of each
Year commencing October , 1991 (the "Payment Dates") , until such
Principal Amount shall Flava been paid, except as the provisions
hereinafter set forth with respect to redemption prior to maturity
may be and become applicable hereto.
such Principal Amount and interest and the premium (if
any) on this bond are payable in any coin or currency of the United
States of America which, on the respective Payment Dates, shall be
legal tender for the payment of public and private debts, at the
registered address of the Owner hereof. Payments shall be made to
the person in whose name this bond shall be registered on the
registration books of the Issuer at the close of business on the
date which shall be the fifteenth day (whether or not a business
day) next preceding the Payment Date for such installment and shall
be paid by a check or draft of the Issuer mailed to such registered
owner at the address appearing on such registration books or at
such other address as may be furnished in writing by such
registered owner to the Issuer. In the event the interest on and
the principal of this bond is not punctually paid or duly provided
Appendix D - Page 1
for by the Issuer on such Payment Date, payment of each installment
of such defaulted interest and principal shall be made to the
person in whose name this bond shall be registered
of thedef close
aulof
business on a special record date for the payor
ed
interest and principal as established by s notice
tpreceding such registered
days hereof, not less than ten (10) Y
record date.
This bond represents an authorized issue of Bonds in the
aggregate principal amount of $443 ,782 (the "Bonds") issued to
finance the acquisition of a street sweeper and a tub chipper and
the construction, erection, renovation or reconstruction of
additions, extensions and improvements to certain facilities of the
Issuer's including certain street resurfacing, a fuel depot system,
and crosswalk paving, and shall also include reimbursement to the
Issuer for the purchase of a mower in June of 1991 in the amount of
$12, 200 (the "Project") , under the authority of and in full
compliance with the Constitution and statutes of the State of
Florida, particularly Chapter 166, Part II, Florida Statutes, as
amended, and Resolution No.
duly adopted by the
Issuer on (collectively, the "Resolution") ,
and is subject to all the terms and conditions of the Resolution.
This bond and the interest and any premium hereon are
payable solely from and secured by a prior lien upon and a pledge
of all of the moneys of the Issuer which are deposited monthly with
an Authorized Depository (as defined in the Resolution) into the
Revenue Fund which are the moneys allocated
and
paid
of the hesIssuer
as Utility Service Taxes, which are a portion
Public Service Taxes established pursuant to Section 166.231,
Florida Statutes and the interest and earnings to be derived by the
Issuer from the investment thereof (the "Pledged Funds") , all in
the manner described in the Resolution. Neither this bond nor the
interest or any premium hereon shall constitute a general
indebtedness of the Issuer within the meaning of any constitutional
or statutory provision or limitation, and neither lthe faith nor
expressly
credit of the Issuer is pledged for their payment.
agreed by the owner of this bond that such owner shall never have
the right to require or compel the exercise f dvalore
taxing power of the Issuer to the payor ofsuchprincipal,
interest and premium, if any, or the payment of any other payments
lution. This bond and the obligation
provided for in the Reso
evidenced hereby shall not constitute a lien upon the Project or
any other property owned by or situated within the territorial
limits of the Issuer, but shall constitute a lien only from o
n and
shall be payable solelythe Pledged Funds in the mannerabove
recited.
The Bonds may bee prepaid in whole by the w th the following schedule:Issuer on any
Payment Date in accordanc
Appendix D - Page 2
[REDEMPTION PROVISIONS]
Notice of such prepayment, unless waived, is to be given
by the Issuer by mailing notice by registered or certified mail at
least 30 days and not more than 60 days prior to the date fixed for
prepayment to the registered owners of the Bonds to be prepaid at
such owners' addresses shown on the registration books maintained
by the Issuer.
This bond is transferable only upon the registration
books of the Issuer, as registrar, or such other registrar as the
Issuer shall hereafter duly appoint (the "Bond Registrar") , but
only in the manner, subject to the limitations and upon payment of
the charges provided in the Resolution, and upon surrender of this
bond to the Bond Registrar, with an instrument or instruments of
transfer in form and with guaranty of signature satisfactory to the
Bond Registrar, duly executed by the registered owner hereof, or by
such owner's attorney duly authorized in writing and containing
satisfactory information identifying the transferee. In all cases
of the transfer of this bond, the Bond Registrar shall enter the
transfer of ownership in such registration books and shall deliver
in the name of the transferee or transferees a new Bond or Bonds of
authorized denomination or denominations and of the same maturity,
interest rate and aggregate principal amount, at the earliest
practicable time but only upon compliance with Section 2 . 05 of the
Resolution. Prior to every such transfer the Bond Registrar shall
be entitled to receive from the owner of this bond a sum sufficient
only to reimburse it for any tax, fee or other governmental charge
required to be paid with respect to such transfer.
It is hereby certified and recited that all acts,
conditions and things required to exist, to happen and to be
performed precedent to and in the issuance of this bond, exist,
have happened and have been performed, in regular and due form and
time as required by the Constitution and laws of the State of
Florida applicable hereto, and that the issuance of the Bonds does
not violate any constitutional, statutory or charter limitations or
provisions.
This bond is and has all the qualities and incidents of
a negotiable instrument under the law merchant and the Uniform
Commercial Code of the State of Florida.
IN WITNESS WHEREOF, Miami Shores Village, Florida, has
issues this bond and has caused the same to be signed with the
signature of the Mayor of its Village Council and attested and
countersigned with the signature of the Clerk of the Village
Appendix D - Page 3
Council, and of its corporate seal to be imprinted hereon, all as
of the date first above mentioned.
MIAMI SHORES VILLAGE, FLORIDA
(SEAL] By: A9W...' '4�z_ '4�
Its: MyI17
ATTESTED AND COUNTERSIGNED:
Clerk
ASSIGNMENT AND TRANSFER
FOR VALUE RECEIVED, the undersigned sells, assigns and
t r a n s f e r s u n t o
the within bond and does hereby irrevocably constitute
and appoint as attorneys to
register the transfer of the said bond on the books kept for
registration thereof with full power of substitution in the
premises.
Dated:
NOTICE: The signature to this
Signature Guaranteed: assignment must correspond with the
name of the Registered Holder as it
appears upon the face of the within
Bond in every particular, without
NOTICE: Signature(s) must alteration or enlargement or any
be guaranteed by a member change whatever and (i) the Social
of the New York Stock Security or other identifying number
Exchange or a commercial of such assignee and (ii) proof of
bank or trust company. compliance with Section 2 .05 of the
Resolution, must be supplied.
Q%WP51ND0C=E aELR=2j9rA91ITPA819I6EDeb
Appendix D - Page 4