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R-0948-96 T RESOLUTION NO. 948-96 A RESOLUTION PROVIDING FOR THE ISSUANCE OF A REVENUE NOTE, SERIES 1996, MIAMI SHORES VI LI AGE, FLORIDA, IN PRINCIPAL AMOUNT NOT TO EXCEED $800,000 FOR PAYMENT OF THE COSTS OF RENOVATION OF THE VILLLAGE POLICE BUILDING; COVENANTING TO BUDGET AND APPROPRIATE FROM CURRENT REVENUES FOR THE PAYMENT OF THE NOTE; CONTAINING OTHER PROVISIONS RELATING TO THE NOTE; AWARDING THE NOTE TO THE PURCHASER; AND* PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF MIAMI SHORES VILLAGE, FLORIDA, that: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act (defined below). SECTION 2. DEFINITIONS. The following terms shall have the following meanings herein, unless the text otherwise expressly requires: A. "Act" means Chapter 166, Part II, Florida Statutes, and other applicable provisions of law. B. "Bank" means Barnett Bank of South Florida, N.A. C. "Board" means the Village Council of the Issuer. D. "Clerk" means the Village Clerk of the Issuer. E. "Code"means the Internal Revenue Code of 1986, as amended, and any rules or regulations promulgated thereunder. F. "Fiscal Year" means the fiscal year of the Issuer ending on each September 30. G. "Holder" or "Noteholder" means the registered owner of the Note. H. "Interest Rate Limit" means the interest rate limit under Section 215.84, Florida Statutes. I. "Issuer" means Miami Shores Village, Florida. r , J. "Note" means the not to exceed $800,000 Revenue Note authorized by this .Resolution. K. "Paying Agent and Registrar" means the Bank. L. "Project"means the renovation of the Police Building, as more fully described on ExhibitA hereto, and the payment of costs of issuance of the Note. M. "Purchase Price" means the face amount of the Note. SECTION 3. FINDINGS. It is hereby found, determined and declared as follows that: A. It is necessary, desirable and in the best interest of the Issuer and its inhabitants that the Note be issued to fund the Project, in order to obtain the benefits of the Project. B. The principal of and interest on the Note and all other payments provided for in this Resolution or the Note will be paid solely from the sources herein provided in accordance with the terms hereof, and no ad valorem taxing power of the Issuer will ever be exercised nor will any Holder of the Note have the right to compel the exercise of such ad valorem taxing power to pay the principal of or interest on the Note or to make any other payments provided for in this Resolution,and the Note shall not constitute a lien upon any property of the Issuer. C. The Bank has, by written proposal, offered to purchase the Note at the Purchase Price, at the interest rate set forth below, resulting in an average net interest cost rate less than the Interest Rate Limit. D. The Note will not be a"private activity bond" as defined in Section 141 of the Code. E. The Board does not reasonably expect to issue (including issues "on behalf of the Issuer, as determined under Section 265(b)(3)(E) of the Code) tax-exempt obligations in excess of$10,000,000 aggregate face amount in 1996. SECTION 4. RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the acceptance of the Note authorized to be issued hereunder by the Holder,this Resolution shall be deemed to be and shall constitute a contract between the Issuer and such Holder. The covenants and agreements herein set forth to be performed by the Board and the Issuer shall be for the benefit, protection and security of the legal Holder of the Note. SECTION 5. AUTHORIZATION OF NOTE AND PROTECT. For the purpose of advancing funds to finance the cost of the Project, there is hereby authorized to be issued a Revenue Note,Series 1996, of the Issuer(the"Note"),in the principal amount of$800,000, in substantially the form of Exhibit B hereto,with such changes and additions as the Mayor - 2 - i of the Issuer shall approve, his signature thereon constituting conclusive evidence of such approval. SECTION 6. DESCRIPTION OF NOTE. The Note shall be issued in fully registered form,without coupons; shall be dated as of the date of its delivery;shall be in the denomination of $800,000; shall bear interest on the outstanding balance of the principal amount from time to time unpaid, at the rate of 4.99% per annum (subject to adjustment as provided herein), calculated on a 360-day year basis for the actual number of days elapsed; shall be payable as to principal and interest as set forth therein; and shall mature on July 1, 2006. SECTION 7. ADJUSTMENTS TO INTEREST RATE. The interest rate applicable to the Note shall be adjusted as set forth in Subsections 7A through 7D below: For the purposes of this Section 7, the following terms have the meanings below: "Noteholder" means the Bank, or the successor holder of the Note. "Noteholder's Adjusted Cost of Funds" means the fraction (expressed as a percentage), determined by Barnett Banks, Inc. (in each case from an examination of its financial statements), of the total interest expense of the Noteholder for each calendar year divided by the total average adjusted bases of all assets of the Noteholder during the calendar year as determined under Section 265(b)(2)(B) of the Code or any successor provision. "Determination of Taxability" means the circumstances of interest paid or payable on the Note becoming includable for federal income tax purposes in the gross income of the Noteholder as a consequence of any act, omission or event whatsoever and except as otherwise provided in Subsection A(2),regardless of whether the same was within or beyond the control of the Board or the Issuer. A Determination of Taxability will be deemed to have occurred upon: (1) the receipt by the Board or Noteholder of an original or a copy of an Internal Revenue Service Technical Advice Memorandum or Statutory Notice of Deficiency which holds that any interest payable on the Note is includable in the gross income of the Noteholder; (2) the issuance of any public or private ruling of the Internal Revenue Service that any interest payable on the Note is includable in the gross income of the Noteholder; or (3) receipt by the Board or Noteholder of an opinion of bond counsel that any interest on the Note has become includable in the gross income of the Noteholder for federal income tax purposes. For all purposes of this definition, a Determination of Taxability will be deemed to occur on the date as of which the interest on the Note is deemed includable in the gross income of the Noteholder. However, the Issuer will have a reasonable opportunity to contest the memoranda, notices, rulings or opinions described in clauses (1), (2) and (3) above before a Determination of Taxability will be deemed to have occurred,but,if unsuccessful,such Determination of Taxability shall be retroactive to the applicable date under clause (1), (2) or (3) above. - 3 - "Federal Rate" means, at any time, the then-current maximum marginal rate •of federal corporate income taxation imposed pursuant to the Code. "State Rate" means, at any time, the then-current maximum marginal rate of corporate income tax imposed by the State of Florida. "Taxable Rate" means 9% per annum. A. The interest rate under the Note will be adjusted as follows: 1. Change in Tax Laws Regarding Deductions. If the portion of the interest expense incurred or deemed to have been incurred because the Noteholder holds the Note (the "Related Interest") and which would on the date of issuance of the Note be allowable as a deduction to the Noteholder during any period is decreased below 80% because of any change in the tax laws or regulations, or because the Note is not or ceases to be qualified as a "qualified tax-exempt obligation" under Section 265(b)(3)(B) of the Code, then the interest rate on the Note otherwise applicable during such period shall be increased each calendar year by a percentage amount equal to (A - .20) x B x C where: (a) A equals the fraction (expressed as a decimal) of the Related Interest not allowable as a deduction to the Noteholder after the effective date of the change or loss of"qualified" status; (b) B equals the maximum corporate tax rate then in effect (expressed as a decimal); (c) C equals the Noteholder's Adjusted Cost of Funds. 2. Alternative Minimum Tax Where Note Interest is a Direct Tax Preference Item. If the Noteholder or its parent holding company pays an alternative minimum tax in any tax year and the interest on the Note is a direct tax preference item under Section 57(a)(5) or any successor provision of the Code, then the interest rate on the Note otherwise applicable for the period during such tax year in which interest on the Note is a direct tax preference item will be increased by an amount equal to (A - B) x C where: (a) A equals the interest rate on the Note otherwise applicable expressed as a percentage; (b) B equals the Noteholder's Adjusted Cost of Funds; and (c) C equals the maximum marginal rate of the alternative minimum tax expressed as a decimal (currently .20); provided, however, that no such interest increase will be paid by the Issuer if such circumstances relate primarily to changes in holdings of the Noteholder or its parent holding company. - 4 - 3. Alternative Minimum Tax Where Note Interest is an Indirect Tax Preference Item. If the Noteholder or its holding company pays an alternative minimum tax in any tax year and the interest on the Note is not a direct tax preference item under Section 57(a)(5), but is an indirect tax preference item because of the application of Section 56(g) or any successor provision of the Code, then the interest rate on the Note otherwise applicable for the period during such tax year in which interest on the Note is an indirect tax preference item will be increased by an amount equal to (A - B) x C where: (a) A equals the interest rate on the Note otherwise applicable expressed as a percentage; (b) B equals the Noteholder's Adjusted Cost of Funds; and (c) C equals 75% of the maximum marginal rate of the alternative minimum tax expressed as a decimal,or, if the Code is amended to effectively increase or decrease the percentage of interest on the Note which is subject to such indirect alternative minimum tax, then C will equal the percentage of such interest which is effectively subject to such indirect alternative minimum tax;provided, however, that no such increase will be paid by the Issuer if such circumstances relate primarily to changes in holdings of the Noteholder or its parent holding company. 4. Loss of Federal Income Tax Deduction for State Income Taxes. If the federal income tax deduction for state income taxes paid on the interest payments received under the Note during any period is reduced because of any change in the tax laws or regulations, then the interest rate on the Note otherwise applicable will be increased during such period by an amount equal to A x B x C x D where: (a) A equals the fraction(expressed as a decimal) of the total state income tax disallowed as a result of such tax law change; (b) B equals the rate of the applicable state income tax(expressed as a decimal); (c) C equals the maximum federal corporate tax rate then in effect for the Noteholder (expressed as a decimal); and (d) D equals the interest rate on the Note otherwise applicable expressed as a percentage. 5. Partial Taxability. If the interest payments received under the Note during any period become partially taxable because of any change in the tax laws.or regulations, then the interest rate on the Note otherwise applicable will be increased during such period by an amount equal to (A - B) x C where: - 5 - (a) A equals the Taxable Rate (expressed as a percentage); (b) B equals the interest rate on the Note otherwise applicable, expressed as a percentage; and (c) C equals the fraction of the interest rate on the Note which has become taxable as the result of such tax change (expressed as a decimal). 6. Other Change in Tax Laws. If the tax laws or regulations are amended to decrease the Federal Rate, to cause the interest on the Note to be taxable, to be subject to a minimum tax or an alternative minimum tax, or to otherwise decrease the effective after-tax yield on the Note to the Noteholder (directly or indirectly, other than upon a Determination of Taxability or upon a change described in(1) through(5) above) then the interest rate on the Note will be adjusted to cause the effective after-tax yield on the Note to equal what the yield on the Note would have been in the absence of such change or amendment in the tax laws or regulations. If the tax laws or regulations are amended to increase the effective after-tax yield on this Note to the Noteholder (including by way of an increase in the Federal Rate) then the interest rate on the Note will be decreased to cause the effective after-tax yield on this Note to equal what the yield would have been in the absence of such change or amendment in the tax laws or regulations. Upon a Determination of Taxability, the interest rate applicable to the Note shall be the Taxable Rate. B. The above adjustments will be cumulative, but in no event will the interest rate on the Note exceed the maximum rate permitted by law or the Taxable Rate,whichever is lower. The above adjustments to the interest rate on the Note will be effective on the effective date of the applicable change in the tax laws or regulations. Interest on the Note and all other tax rates and interest rates are expressed as annual rates. However, proper partial adjustment will be made if the tax law change is effective after the first day of the Noteholder's tax year or if interest on the Note does not accrue for the entire tax year of the Noteholder. Adjustments which create a circular calculation because the interest rate on the Note is affected by the calculation will be carried out sequentially, increasing the interest rate on the Note accordingly in each successive calculation using as the new value the increase in the interest rate on the Note until the change on the interest rate caused by the next successive calculation .of the adjustment is de_ minimi . If more than one of paragraphs A(1) through A(6) apply, then the interest rate on the Note will be adjusted in the order in which listed above. C. To the extent an adjustment to the interest rate on the Note is not effected within 3 months of the event giving rise to the adjustment, and such delay is not due to the negligence of the Noteholder, the additional interest due as a result of such adjustment will be paid with interest compounded monthly (on principal only) at the rate which is equal to the interest rate on the Note. All unpaid amounts determined to be owing as a result-of such calculation will be due and payable within 30 days after delivery of notice of the amount of such adjustment, and will be paid to the Noteholder of record during the period to which the adjustment relates. This obligation will survive the payment and cancellation - 6 - of the Note, but shall not include any adjustment with respect to which the Holder cannot -suffer an increase in tax liability. D. Upon the occurrence of a Determination of Taxability, the Issuer agrees to pay to the Noteholder any penalties or interest or past due taxes payable by such Noteholder (but not due to any negligent delay of the Noteholder) to the Internal Revenue Service by reason thereof. The Note shall be payable with respect to both principal and interest in lawful money of the United States of America at the office of the Paying Agent and Registrar; provided, however, that as long as the Bank is the registered owner of the Note, such payment shall be made at the office of the Bank after receipt from the Bank, at least 10 business days prior to an interest payment date on the Note, of an invoice stating the amount of interest and, if applicable, principal due on the Note. SECTION 8. EXECUTION OF NO The Note shall be executed in the name of the Issuer by its Village Manager and countersigned and attested by the Clerk, either manually or with their facsimile signatures, and the Issuer's seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The Certificate of Authentication of the Paying Agent and Registrar shall appear on the Note, and the Note shall not be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless such certificate shall have been duly executed on the Note. The authorized signature for the Paying Agent and Registrar shall be either manual or in facsimile; provided, however, that at least one of the above signatures,including the authorized signature for the Paying Agent and Registrar, appearing on the Note shall at all times be a manual signature. In case any one or more of the officers who shall have signed or sealed the Note shall cease'to be such officer of the Board or Issuer before the Note so signed and sealed shall have been actually sold and delivered, the Note may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed the Note had not ceased to hold such office. SECTION 9. NOTE MUTILATED, DESTRO—WDoSTOLEN OR LOST. In case the Note shall become mutilated, or be destroyed, stolen or lost, the Board shall issue and deliver a new Note of like tenor as the Note so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note, or in lieu of and substitution for the Note, if any, destroyed, stolen or-lost, and upon the Holder furnishing the Board proof of its ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the Board may prescribe and paying such reasonable expenses as the Issuer may incur. Any Note so surrendered shall be cancelled. If the lost, stolen or destroyed Note shall have matured or be about to mature, instead of issuing a substitute Note, the Board may pay the same,upon being indemnified as aforesaid,without surrender thereof. Any such duplicate Note issued pursuant to this Section shall constitute-an original, additional contractual obligation on the part of the Issuer whether or not the lost, stolen or destroyed Note be at any time found by anyone. - 7 - SECTION 10. NEGOTIABILITY. The Note shall be and have all the qualities and -incidents of a negotiable instrument under the laws of the State of Florida, and the Holder, in accepting the Note, shall be conclusively deemed to have agreed that the Note shall be and have all of the qualities and incidents of a negotiable instrument under the laws of the State of Florida. SECTION 11. REGISTRATION. The Board hereby designates the Bank as the Paying Agent and Registrar for the Note. The Paying Agent and Registrar shall be responsible for maintaining the books for the registration and transfer of the Note. Upon surrender to the Paying Agent and Registrar for transfer or exchange of the Note, duly endorsed for transfer or accompanied by an assignment or written authorization for exchange, whichever is applicable, duly executed by the Holder or its attorney duly authorized in writing,the Paying Agent and Registrar shall deliver in the name of the Holder or the transferee or transferees, as the case may be, a new fully registered Note for the principal amount which the Holder is entitled to receive. When the Note is presented for transfer, exchange or payment (if so required by the Board or the Paying Agent and Registrar), it shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Board or the Paying Agent and Registrar, duly executed by the Holder or by its duly authorized attorney. The Paying Agent and Registrar or the Board may require payment from the Holder or transferee of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection with any exchange or transfer of the Note. Such charges and expenses shall be paid before any new Note shall be delivered. Any new Note delivered upon any transfer or exchange shall be a valid obligation of the Issuer, evidencing the same debt as the Note surrendered, shall be secured by this Resolution and shall be entitled to all of the security and benefits hereof. The Board and the Paying Agent and Registrar may treat the Holder of the Note as the absolute owner thereof for all purposes, whether or not such Note shall be overdue, and shall not be bound by any notice to the contrary. SECTION 12. DISPOSITION OF NOTE PAID OR REPLACED. Whenever the Note shall be delivered to the Paying Agent and Registrar for cancellation, upon payment of the principal amount thereon or for replacement, transfer or exchange, it shall, after cancellation, either be retained by the Paying Agent and Registrar for a period of time specified in writing by the Board, or at the option of the Board, shall be destroyed by the Paying Agent and Registrar and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the Board. - 8 - SECTION 13. REDEMPTION. A. The Note may, at the option of the Board, be redeemed in whole or in part, at any time at the price of the par amount of such redemption, plus accrued interest to the redemption date. B. To the extent that proceeds of the Note are not expended for the purposes of paying the cost of the Project on or before such date, the Note shall be redeemed, in part, from all of the unspent proceeds thereof(together with unspent earnings thereon) on June 5, 1997. C. Notice of optional redemption shall, at least 30 days prior to the redemption date, be mailed, postage prepaid, by the Issuer to the Holder of the Note at its address as it appears of record on the books of the Paying Agent and Registrar as of 45 days prior to the date fixed for redemption. Interest shall cease to accrue on the principal amount of the Note duly called for prior redemption on the redemption date, if payment thereof has been duly provided. Under such circumstances the privilege of transfer or exchange of the Note shall be suspended. D. If the Note is redeemed in part, the Holder shall record the appropriate information in its records. SECTION 14. NATURE OF AND SECURITY FOR THE OBLIGATIONS UNDER THE NOTE. The Note shall not be or constitute a general obligation or indebtedness of the Issuer as a "bond" within the meaning of any constitutional or statutory provision, but shall be a special obligation of the Issuer, payable from legally available non-ad valorem monies in accordance with the terms of this Resolution. SECTION 15. COVENANT TO BUDGET AND APPROPRIATE: CERTAIN TAX REPRESENTATIONS. A. The Issuer shall allocate and appropriate in its annual budget, to the extent permitted by applicable law and in accordance with applicable budgetary procedures, from legally available non-ad valorem funds (after provision has been made for the funding of programs and services which are essential public purposes affecting the health, safety and welfare of the Issuer), in each-Fiscal Year, amounts necessary to pay all principal and interest payments due on the Note in such year. This covenant to budget and appropriate shall be cumulative to the extent such principal and interest are not paid any Fiscal Year and shall continue until such non-ad valorem funds or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid to the Noteholder. Notwithstanding the foregoing,the Issuer does not covenant to maintain any services or programs which generate non-ad valorem funds. This covenant to budget, allocate and appropriate shall not constitute a lien, either legal or equitable, on any of the Issuer's non-ad valorem or general revenues, and the Issuer shall be free to pledge and create liens on its other revenues for any lawful purpose. - 9 - B. The Board has not established and does not expect to establish or use any .sinking fund, debt service fund, redemption fund, reserve or replacement fund or similar fund or any other fund to pay debt service on the Note. No money or property or account is or will be pledged as collateral or used for the payment of debt service on the Note (or for the reimbursement of any others who may provide money to pay such debt service), or is or will be restricted, dedicated, encumbered or set aside in any way as to afford the holders of the Note reasonable assurance of the availability of such money or property to pay debt service on the Note. The proceeds of the Note are not expected to exceed the amount necessary for the completion of the Project. The Issuer does not intend to sell or otherwise dispose of the Project, or any portion thereof, during the term of the Note except for dispositions of property in the normal course at the end of such property's useful life to the Issuer. SECTION 16. AVAILABILITY OF NOTE PROCEEDS. The Note proceeds shall be deposited into a Project account at the Bank and shall be available solely for the purposes provided herein and consistent with the requirements of Florida law,including the Act. The proceeds of the Note shall be made available to the Issuer upon written request to the Bank of the Issuer's Finance Director to pay the costs of the Project, accompanied by such evidence as the Bank shall require as to the proper application thereof. The Board expects to complete the Project and to fully expend the proceeds of the Note within twelve months of the issuance date. Pending expenditure, Note proceeds in the Project account may be invested in the Issuer's investment pool for its general fund monies. Any interest earnings shall be applied to pay the costs of the Project. The Issuer shall diligently prosecute completion of the Project. SECTION 17. NOTEHOLDER NOT AFFECTED BY USE OF NOTE PROCEEDS. The Holder of the Note shall have no responsibility for the use of the proceeds of the sale of the Note, and the use of the Note proceeds by the Board shall in no way affect the rights of such Noteholder. SECTION 18. SALE OF NOTE. The Note is hereby awarded and sold at negotiated sale to the Bank at the Purchase Price. The applicable officers of the Board are authorized, in their discretion, to execute and deliver agreements, certificates or documents related to the issuance of the Note, including a waiver of right to jury trial, to the extent deemed necessary by the Holder. SECTION 19. TAX EXEMPTION; QUALIFIED TAX EXEMPT OBLIGATION DESIGNATION. The Issuer covenants that it (i) will not use the proceeds of the Note in any manner which would cause the interest on the Note to be or become includable in the gross income of the owner thereof for federal income tax purposes or cause the Note not to be a"qualified tax-exempt obligation', (ii) will not do any act or fail to do any act which would cause the interest on the Note to become includable in the gross income of the owner thereof for federal income tax purposes or cause the Note not to be "qualified tax-exempt obligations," and (iii) will comply with all provisions of the Code necessary to maintain the exclusion of interest on the Note from the gross income of the owner thereof for federal income tax purposes, including, in particular, the payment of any amount required to be rebated to the United States Treasury pursuant to the Code. The Clerk, or her designee, - 10 - is authorized to make or effect any election, selection, choice, consent, approval or waiver -on behalf of the Board with respect to the Note as the Board or the Issuer is required to make or give under the federal income tax laws, for the purpose of assuring, enhancing or protecting favorable tax treatment or characterization of the Note or interest thereon or assuring compliance with requirements for that purpose, reducing the burden or expense of such compliance, reducing the rebate amount or payments of penalties thereon, or making payments in lieu thereof, or obviating such amounts or payments, as determined by such officer, or his designee. Any action of such officer, or his designee, in that regard shall be in writing and signed by such officer, or his designee. The Issuer shall be responsible for determining any rebate to the United States Treasury which is required by Section 148 of the Code. However, if the Issuer fails, in the Noteholder's judgment, to properly determine such rebate amount then the Noteholder may, at the Issuer's expense, hire counsel, accountants or experts which the Noteholder, in its sole discretion, determines advisable to determine the amount, due dates and any other rebate requirements and the Issuer shall remit such rebate amount to the federal government not later than the due date thereof. The Noteholder will not be liable for any failure to comply with Section 148 of the Code. The Noteholder shall not be liable for any failure of the Issuer or the Board to comply with Section 148 of the Code with respect to the Note. The Board represents that it reasonably expects that it will not (together with any of its subordinates which may issue obligations on its behalf) issue tax-exempt obligations in excess of$10,000,000 in the aggregate during calendar year 1996. The Board hereby designates the Note as a "qualified tax-exempt obligation" as defined in Section 265 of the Code. SECTION 20. PARTICULAR COVENANTS OF THE ISSUER As long as the Note is outstanding, the Board shall deliver to the Holder a copy of its audited financial statements for the Fiscal Year then ended, no later than 120 days after the end of each Fiscal Year. The Board shall deliver to the Bank a copy of its annual budget at least 30 days prior to the commencement of each of its fiscal years commencing prior to the maturity of the Note. SECTION 21. MODIFICATION AND AMENDMENT. No modification or amendment of this Resolution or of any Resolution amendatory hereof or supplemental hereto may be made without the consent in writing of the Holder of the Note; provided, however, that no consent of the Holder shall be required for amendments made to cure any ambiguity, formal defect or omission in this Resolution. SECTION 22. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements or provisions of this Resolution should 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 invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions and in no way affect the validity of all the other provisions of this Resolution or of the Note issued hereunder. - 11 - SECTION 23. REGULARITY OF PROCEEDINGS; COMPLIANCE WITH -STATUTES, ETC. The issuance of the Note has been duly authorized by the Board, and all conditions, acts and things necessary and required by the Constitution and laws of the State of Florida or otherwise, to exist, to have happened, or to have been performed precedent to and in connection with the execution and delivery of the Note, and precedent to and in connection with the adoption of this Resolution, do exist,have happened and have been performed in regular form, time and manner. SECTION"24. EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. ADOPTED BY UNANIMOUS APPROVAL: June 4, 1996. VILLAGE OUN IL E, A (SEAL) . By: Its: Mayor ATTEST: By: Village Clerk APPROVED AS TO FORM: BY: Village Attorney (Dc/MW.R=) - 12 - EXHIBIT A PROJECT DESCRIPTION General Conditions $ 90,000 Sitework 63,000 Concrete 7,000 Masonry 2,000 Metals 19,000 Wood&Plastics 16,000 Thermal&Moisture Protection 76,000 Doors &Windows 99,000 Finishes 128,000 Specialties 65,000 Conveying Systems 18,000 Mechanical 71,000 Electrical 130,000 Alternative 1: Exterior patio 11,000 Change Order 25,000 Contractor's Overhead 40,000 SUB-TOTAL $860,000 Furniture 22,070 Telephone 16,000 TOTAL $898,070 (Exhibit A, Page 1 of 2 Pages) EXHIBIT A POLICE STATION CONSTRUCTION SCHEDULE PROJECT START DATE IS MAY 22,1996 STARTING ENDING #WEEKS DESCRIPTION WEEK# WEEK# TO COMPLETE Mobilization 1 1 1 Submittals&Approvals 1 5 5 Barricades 1 1 1 Selective Demolition 2 3 2 Masonry 3 4 2 Temporary Roof 3 4 2 Concrete 2.5 5 2.5 Metal Studs 4 7 4 Dry Wall&Finish 6 10 5 Electrical Rough 5 17 13 Plumbing Rough 6 10 5 HVAC Rough 7 17 11 Structural Metal 7 12 6 Gym Slab&Locker Base 9 9 1 Stucco 6 7 2 Stucco Ceilings 8 9 2 Building Insulation 8 10 3 Fire Proofing 11 11 1 East Elevation 7 13 7 One Story Roof 10 10 1 2nd Floor Roof 11 12 2 Dry Wall Ceilings 11 13 3 Acoustical Ceiling Grid 13 14 2 Toilet Compartment 10 10 1 Cabinetry 12 14 3 Door Frames 13 13.5 0.5 Bullet Proof Wall 10 10 1 Windows 14 15 2 Lockers 14 15 2 Doors 15.5 18.5 3 Elevator Refurbish 14 16 3 Finish Hardware 18 19.5 1.5 VCT Flooring 17 18 2 Ceramic Tile 17 18 2 Toilet Partitions 19 19 1 Tile Floor At Lobby 19 19 1 Vitriturf/Balcony 19 20 2 Gym Pad 20 20 1 Carpeting 21 22 2 Store Front 20 20 1 Miscellaneous Metal 21 21 1 Bullet Proof Window 21 21 1 Electrical Finish 18 23.5 5.5 HVAC Finish 18 22 5 Plumbing Fixtures 19 20 2 Epoxy At Cells 22 22 1 Plumbing Accessories 21 21 1 Specialties 19 22 4 Ceiling Tile 22 23 2 Flag Poles 22 22 1 Site Work 19 22 4 Irrigation 22 23 2 Landscaping 24 25 2 Canopy At Parking 23 23 1 Painting 21 25 5 Relocation of 1 Emerg.Gener.&Tank 23 24 2 Cell Doors 25 25.5 0.5 Lockers 25 25 1 Stove 20 20.5 0.5 Final Clean-Up 26 26 1 (Exhibit A, Page 2 of 2 Pages) EXHIBIT B R-1 $800,000.00 UNITED STATES OF AMERICA STATE OF FLORIDA MIAMI SHORES VILLAGE, FLORIDA REVENUE NOTE (POLICE BUILDING PROJECT'), SERIES 1996 RATE OF DATE OF INTEREST MATURITY DATE ORIGINAL ISSUE 499% July 1, 2006 June 5, 1996 REGISTERED OWNER: Barnett Bank of South Florida, N.A. KNOW ALL MEN BY THESE PRESENTS,that Miami Shores Village,Florida(the "Issuer"), for value received, hereby promises to pay to the Registered Owner above, or registered assigns, solely from its revenues described below, on the dates (including the Maturity Date) described herein, the principal sum shown above, at the office of Barnett Bank of South Florida, N.A., 701 Brickell Avenue, Miami, Florida 33131, and to pay solely from such funds,interest on the balance of such principal sum,from time to time remaining unpaid, from the date hereof at the rate per annum specified above (based on a 360-day year and the actual number of days elapsed), subject to adjustment as provided in Section 7 of Resolution No. 948-96 of the Issuer's Village Council (the 'Board") duly adopted on June 4, 1996 (hereinafter referred to as the 'Resolution"). Payments of the principal of and interest on this Note are payable in lawful money of the United States of America at the times and in the manner provided below. The Note is not and does not constitute a general obligation or indebtedness of the Issuer as a 'bond" within the meaning of any constitutional or statutory provision, but is a special obligation of the Issuer,payable in accordance with the terms of the Resolution, and the faith and credit of the Issuer are not pledged to the payment hereof. Payments of accrued interest, together with payments of principal in the amount of $20,000 each, shall be made on first day of each July 1, October 1, January 1, and April 1, commencing on October 1, 1996. All remaining principal, together with all accrued and unpaid interest, shall be due and payable in full on the Maturity Date. This Note is issued pursuant to the Constitution and laws of the State of Florida, particularly the Act (as defined in the Resolution), and other applicable provisions of lawv and pursuant to the Resolution. This Note is issued for the purposes specified in, and is subject to all the terms and conditions of the Resolution. xbibit B, Page 1 of 4 Pages) It is certified and recited that all acts, conditions and things required to happen, to .exist and to be performed, precedent to and in the issuance of this Note have happened, exist, and have been performed in due time, form and manner as required by the Constitution and laws of the State of Florida applicable thereto; and that the total indebtedness of the Issuer,including this Note, does not exceed any constitutional, statutory or other limitation. This Note may, at the option of the Issuer, be redeemed in whole or in part, at any time, at the price of the par amount of such redemption, plus accrued interest to the date of redemption. Notice of such redemption shall be given in the manner and to the extent specified by the Resolution. This Note is and has all the qualities and incidents of a negotiable instrument under the laws of the State of Florida. This Note may be transferred only upon the books of the Board kept by the Note registrar(the"Registrar )upon surrender thereof at the principal office of the Registrar with an assignment duly executed by the Registered Owner or his duly authorized attorney, but only in the manner, subject to the limitations and upon payment of a sum sufficient to cover any tax, fee or governmental charge, if any, that may be imposed in connection with any such transfer, as provided in the Resolution. Upon any such transfer, there shall be executed in the name of the transferee, and the Registrar shall deliver, a new registered Note in the same outstanding principal amount, maturity and interest rate as this Note. In like manner, subject to such conditions and upon the payment of a sum sufficient to cover any tax,fee or governmental charge,if any,that may be imposed in connection with any such exchange, the Registered Owner of this Note may surrender the same (together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Owner or his duly authorized attorney) in exchange for a fully registered Note in the same outstanding principal amount, maturity and interest rate as this Note. IN WITNESS WHEREOF, the Issuer has issued this Note and has caused the same to be signed by the manual or facsimile signature of the Mayor, and the seal of the Issuer or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon and attested and countersigned by the manual or facsimile signature of its Village Clerk, all as of June 5, 1996. MIAMI SHORES VII.,LAGE, FLORIDA (SEAL) By: Its: Village Manager ATTESTED AND COUNTERSIGNED: By: Its: Village Clerk (-Exhibit B, Page 2 of 4 Pages) REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Note is the Note of the issue described in Resolution 948-96 of Miami Shores Village, Florida. BARNETTBANK OF SOUTH FLORIDA,N.A., as Registrar By: Its: June 5, 1996 Date of Authentication xhibit B, Page 3 of 4 Pages) The following abbreviations, when used in the inscription on the face of the within Note, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIF/TRANS MIN ACT - Custodian for (Minor) under Uniform Gifts/Transfers to Minors Act of (State) Additional abbreviations may also be used though not in list above. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to: [Please insert name, address and social security or other identifying number of assigneel the within Note and does hereby irrevocably constitute and appoint the Registrar as his agent to transfer the Note on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: (Bank, Trust Company or Firm) NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Note in every particular, without alteration or enlargement or change whatever. _ (Authorized Officer) xhibit B, Page 4 of 4 Pages)