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R-0979-98 RESOLUTION NO. 979-98 A RESOLUTION OF THE MIAMI SHORES VILLAGE, FLORIDA, AUTHORIZING THE ISSUANCE OF A REVENUE BOND,SERIES 1998,OF MIAMI SHORES VILLAGE,FLORIDA INA PRINCIPAL AMOUNT NOT TO EXCEED $234,321 FOR PAYMENT OF THE COSTS OF PURCHASING 800 MHZ RADIO SYSTEM AND A BUCKET TRUCK; COVENANTING TO BUDGET AND APPROPRIATE FROM CURRENT NON-AD VALOREM REVENUES FOR THE PAYMENT OF THE BOND; CONTAINING OTHER PROVISIONS RELATING TO THE BOND;AWARDING THE BOND TO THE PURCHASER;AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF MIAMI SHORES VILLAGE,THAT: ARTICLE I STATUTORY AUTHORITY;FINDINGS AND DEFINITIONS SECTION 1.1 AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 166,Part 11,Florida Statutes,and other applicable provisions of provisions of law(collectively,the"Act"). SECTION 1.2 FINDINGS.It is hereby ascertained,determined and declared: (a) That the City hereby authorizes the 1998 Project and the financing thereof in the manner hereinafter set forth (b) That the 1998 Project will serve a valid municipal purpose. (c) The principal of and interest on the Note and all other payments provided for in this Resolution or the Bond will be paid solely from the sources herein provided in accordance with the terms hereof;and no ad valorem taxing power of the City will ever be exercised nor will any Holder of the Bond have the right to compel the exercise of such ad valorem taxing power to pay the principal of or interest on the Bond or to make any other payments provided for in this Resolution, and the Bond shall not constitute alien upon any property of the City. (d) The Miami Shores Village Council does not reasonably expect to issue(including issues "on behalf of the City,as determined under Section 265(bX3)(E)of the Code)tax-exempt obligations in excess of$10,000,000 aggregate face amount in 1998. SECTION 1.3 DEFINITIONS.In addition to terms defined elsewhere in this Resolution,the following terms shall have the following meanings unless the context otherwise clearly requires: (a) "Act" shall mean the Florida Constitution, Chapter 166, Florida Statutes, and other applicable provisions of law. (b) "Bank"shall mean SunTrust Bank,Miami,N.A.,the initial Bondholder. (c) "Board"means the Village Council of the City (d) "City" shall mean the Miami Shores Village, Florida, a municipal corporation in the County of Miami-Dade,State of Florida,and its successors and assigns. (e) "Council" shall mean the duly constituted governing body of the City. (f) "Code" shall mean the Internal Revenue Code of 1986, as amended, the applicable Treasury Regulations promulgated thereunder and any administrative or judicial interpretations of the same published in a form on which the City may rely as a matter of law. (g) "Interest Rate"shall mean the rate of interest on the 1998 Bond which,when calculated on the basis of a 360-day year,as the case may be,shall be equal to four and fifty-six hundredths percent (4.56%)per annum. (h) "Maturity Date" shall mean,with respect to the unpaid principal of and interest on the 1998 Bond,October 15,2005 (i) "1998 Bond" means the not to exceed $234,321 Revenue Bond authorized by this Resolution. 0) "Resolution"shall mean this Resolution as the same may from time to time be amended and supplemented in accordance with the terms hereof. (k) "Owner,""Bondholder"or"registered holder"or any similarterm shall meanthe Bank or, subject to the provisions of Section 2.4 hereof; any successor registered holder of the 1998 Bond, provided that there shall never be more than 1 registered holder at any one time. 0) "Payment Date" shall mean each January 15, April 15, July 15, and October 15 commencing January 15 1999, the Maturity Date and any date the principal of the 1998 Bond is optionally prepaid in whole or in part. (m) "1998 Project" means the purchase of 800 MHZ Police Radio Systems and a bucket truck as described on Exhibit A. (n) "Paying Agent"and"Registrar"means the Bank. 2 (o) "Tax Certificate"shall mean the Arbitrage Certificate of the City executed on the date of initial delivery of the 1998 Bond. Words importing singular number shall include the plural number and vice versa,as the case may be,and words importing persons shall include firms and corporations. SECTION 1.4 RESOLUTION CONSTITUTES CONTRACT.In consideration of the acceptance of the 1998 Bond authorized to be issued hereunder by those who shall own the same from time to time,this Resolution shall be deemed to be and shall constitute a contract between the City and the Bondholder and the covenants and agreements herein and therein set forth to be performed by said City shall be for the benefit,protection and security of the Bondholders ARTICLE H AUTHORIZATION,TERMS,EXECUTION AND REGISTRATION OF 1998 BOND SECTION 2.1 AUTHORIZATION OF 1998 BOND.For the purpose of advancing funds to finance the cost of the Project,there is hereby authorized to be issued a Revenue Bond,Series 1998,of the City,in the principal amount of$234,321,in substantially the form of Exhibit B hereto,with such changes and additions as the Mayor of the City shall approve,her signature thereon constituting conclusive evidence of such approval. SECTION 2.2 DESCRIPTION OF 1998 BOND. This Bond 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$234,321 shall bear interest on the outstanding balance of the principal amount from time to time unpaid,at the raze of 4.56%per annum,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 October 15, 2005. The 1998 Bond shall be payable,with respect to interest and principal,in any coin or currency of the United States of America,which at the time of payment is legal tender for the payment of public and private debts. The City may prepay the 1998 Bond in whole or in part,at any time or from time to time,without penalty or premium,by paying to the registered holder all or part of the principal amount of the 1998 Bond,together with the unpaid interest accrued on the amount of principal so prepaid to the date of such prepayment. Each prepayment shall be made on such date and in such principal amount as shall be specified by the City in a written notice delivered to the registered owner not less than ten(10)business days prior thereto. If such prepayment shall be for only a portion of the unpaid principal balance of the 1998 Bond,such prepayment shall be applied against the obligation of the City to pay future amortization installments on the 1998 Bond in the inverse order in which such amortization installments shall become due. Notice having been given as aforesaid,the principal amount stated in such notice shall become due and payable on the prepayment date stated in such notice;and the amount of principal shall be paid(i)in case the entire unpaid balance of the principal of the 1998 Bond is to be paid,upon presentation and 3 surrender of the 1998 Bond to the office of the Paying Agent, and(ii) in case only part of the unpaid balance of principal of the 1998 Bond is to be paid,upon presentation of such 1998 Bond at the office of the Paying Agent for notation thereon of the amount of principal then paid or for issuance of a replacement 1998 Bond in the principal amount not redeemed Notwithstanding the provisions of clause (ii)above,so long as the 1998 Bond shall be registered in the name of the Bank,a partial prepayment may be effected by payment to the Bank of the principal without surrender of the 1998 Bond If, on the prepayment date,funds for the payment ofthe principal amount to be prepaid shall have been provided to the Paying Agent,as above provided,then from and after the prepayment date interest on such principal amount of the 1998 Bond shall cease to accrue. If said funds shall not have been so paid on the prepayment date with respect to principal and on the next succeeding Payment Date with respect to interest,the principal amount of the 1998 Bond shall continue to bear interest until payment thereof. SEC'T'ION 23 EXECUTION OF THE 1998 BOND.The 1998 Bond shall be executed in the name of the City by the signature of the Mayor of the City and its official seal shall be affixed thereto or imprinted or reproduced thereon and attested by the Village Clerk. The signatures of the Mayor of the City and Village Clerk on the 1998 Bond may be manual or facsimile signatures. In case any one or more of the officers who shall have signed or sealed the 1998 Bond shall cease to be such officer of the City before the 1998 Bond so signed and sealed shall have been actually sold and delivered, such 1998 Bond may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed or sealed such 1998 Bond had not ceased to hold such office. The 1998 Bond may be signed and sealed on behalf of the City by such person who at the actual time of the execution of the 1998 Bond shall hold the proper office,although at the date the 1998 Bond shall be actually delivered such person may not have held such office or may not have been so authorized The 1998 Bond shall bear thereon a certificate of authentication,in the form set forth on Exhibit B attached hereto,executed manually by the Registrar. Only if a 1998 Bond shall bear thereon such certificate of authentication shall it be entitled to any right or benefit under this Resolution and no 1998 Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Registrar. The certificate of authentication of the Registrar upon the 1998 Bond executed on behalf of the City shall be conclusive evidence that the 1998 Bond so authenticated have been duly authenticated and delivered under this Resolution and that the Owner thereof is entitled to the benefits of this Resolution. SECTION 2.4 NEGOTIABILITY.REGISTRATION AND CANCELLATION. The Registrar shall keep books for the registration of the 1998 Bond and for the registration of transfers of the 1998 Bond. The 1998 Bond shall be transferable at the option of the registered Owner thereof to an institutional holder,but subject to the prior written approval of the City's Finance Director(which shall not be unreasonably withheld if the intended transferee provides a suitability letter addressed to the City as to the sophistication of the investor)unless such institutional holder is a bank or trust company, or unless such institutional holder,which is not a bank or trust company,certifies in writing to the City prior to the transfer that it is an accredited investor within the meaning of Rule 501 of the Securities Act of 1933, as amended and supplemented, in which case such approval shall not be required, and upon surrender thereof at the office of the Registrar(the designated corporate trust office of the Registrar if the 4 City's Finance Department is not the Registrar)with a written instrument of transfer satisfactory to the Registrar duly executed by the registered Owner or his duly authorized attorney. Upon the transfer of such 1998 Bond,the City shall issue in the name of the transferee a new 1998 Bond. The City,the Paying Agent and the Registrar shall deem and treat the person in whose name the 1998 Bond shall be registered upon the books kept by the Registrar as the absolute Owner of such 1998 Bond,whether such 1998 Bond shall be overdue or not,for the purpose of receiving payment of,or on account of,the principal of and interest on such 1998 Bond as the same become due and for all other purposes. All such payments so made to any such Owner or upon his/her order shall be valid and effectual to satisfy and discharge the liability upon such 1998 Bond to the extent of the sum or sums so paid, and neither the City, the Paying Agent nor the Registrar shall be affected by any notice to the contrary. In all cases in which the privilege of transferring the 1998 Bond is exercised,the City shall execute and the Registrar shall authenticate and deliver the 1998 Bond in accordance with the provisions of this Resolution. The 1998 Bond surrendered in any such transfers shall forthwith be delivered to the Registrar and canceled by the Registrar in the manner provided in this Section. The City or the Registrar (if not the City's Finance Department)may require the payment of a sum sufficient to pay any tax,fee or other governmental charges required to be paid with respect to such transfer. The 1998 Bond paid or redeemed, in whole, either at or before maturity, shall be delivered to the Registrar when the payment or redemption is made,and such 1998 Bond shall thereupon be promptly canceled The 1998 Bond so canceled may at any time be destroyed by the Registrar,who shall execute a certificate of destruction in duplicate by the signature of one of its authorized officers describing the 1998 Bond, and one executed certificate shall be filed with the City and the other executed certificate shall be retained by the Registrar. SECTION 2.5 MUTILATED,DESTROYED, STOLEN OR LOST 1998 BOND. In case any 1998 Bond shall become mutilated,destroyed,stolen or lost,the City shall execute and the Registrar shall authenticate and deliver a new 1998 Bond of like date,maturity and denomination as the 1998 Bond so mutilated,destroyed,stolen or lost;provided that,in the case of any mutilated 1998 Bond, such mutilated 1998 Bond shall first be surrendered to the City and, in the case of any lost, stolen or destroyed 1998 Bond,there shall first be furnished to the City and the Registrar evidence of such loss, theft, or destruction satisfactory to the City and the Registrar, together with indemnity satisfactory to them. In the event the 1998 Bond shall be about to mature or have matured,instead of issuing a duplicate 1998 Bond,the City may pay the same without surrender thereof. The City and the Registrar may charge the Owner of such 1998 Bond their reasonable fees and expenses in connection with this transaction. Any 1998 Bond surrendered for replacement shall be canceled in the same manner as provided in Section 2.4 hereof. Any such duplicate 1998 Bond issued pursuant to this Section shall constitute additional contractual obligations on the part of the City,whether or not the lost,stolen or destroyed 1998 Bond be 5 at any time found by anyone, and such duplicate 1998 Bond shall be entitled to equal proportionate benefits and rights under this Resolution. SECTION 2.6 CONDITIONS FOR ISSUANCE OF THE 1998 BOND. Prior to the issuance of the 1998 Bond,the City shall comply with the following conditions: (a) Deliver to the Bank a copy of a completed and executed Form 8038-G to be filed by the City with the Internal Revenue Service;and (b) Cause to be delivered to the Bank an opinion of Bond Counsel,who may be counsel to the Bank, regarding, as the case may be, the due authorization, execution, delivery, validity and enforceability of the 1998 Bond and the exclusion of interest on the 1998 Bond from gross income for federal income tax purposes,that the 1998 Bond is not a specified "private activity bond" within the meaning of Section 57(a)(5)of the Code and,therefore,the interest on the 1998 Bond will not be treated as a preference item for purposes of computing the alternative minimum tax imposed by Section 55 of the Code(however,a portion of the interest on the 1998 Bond owned by corporations may be subject to the federal alternative minimum tax which is based in part on adjusted current earnings). Such opinion shall also state that the 1998 Bond is a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3)of the Code;and (c) Deliver to the Bank an opinion of the Village Attorney,satisfactory to the Bank and its counsel,regarding, as the case may be,the due authorization,execution,delivery,and validity of the 1998 Bond. (d) Deliver to the Bank a general certificate of the City in form satisfactory to the Bank and its counsel certifying,among other things,that the City is in compliance with the term of the Resolution. SECTION 2.7 INTEREST RATE ADJUSTMENT.If the interest on the 1998 Bond while registered in the name of the Bank becomes includable in the gross income of the Bank for federal income tax purposes as determined in the manner set forth below(herein a"Determination of Taxability") the interest rate on the 1998 Bond shall be adjusted so that the 1998 Bond shall bear interest at the Prime Rate. A Determination of Taxability shall have deemed to occur when(i)the Bank has been advised in writing by the Internal Revenue Service that the interest payable on the 1998 Bond must be includable in the gross income of the Bank for federal income tax purposes or (ii) the entry by a court of a final judgment or order or the promulgation by the Internal Revenue Service of a final ruling or decision,in either such case to the effect that the interest on the 1998 Bond is includable for federal income tax purposes in the gross income of the Bank. A Determination of Taxability shall not include inclusion of interest on any 1998 Bond in the income of the Bank for purposes of any alternative minimum tax,environmental tax or branch profits tax or on account of the Bank being a"substantial user"or a"related person"within the meaning of Section 147(a)of the Code. 6 In the case of(i)above,no Determination of Taxability shall be deemed to occur unless the City has been given timely written notice by the Bank of such determination by the Internal Revenue Service and afforded an opportunity to participate in and seek at its own expense, a final administrative determination or determination by a court ofcompetent jurisdiction(from which no finther right ofappeal exists)as to the existence of such Determination of Taxability;provided that the City,at its own expense, delivers to the Bank an opinion of Bond Counsel to the effect that such appeal or action for judicial or administrative review is not without merit and there is a reasonable possibility that the judgment,order, ruling or decision from which such appeal or action for judicial or administrative review is taken will be reversed,vacated or otherwise set aside. In the event of a Determination of Taxability,the City covenants that it shall also pay any interest, additions to tax or penalties,resulting from the interest on the 1998 Bond being includable in the Bank's gross income for federal income tax purposes, and any arrears in interest resulting from such Determination of Taxability. Any such additional amounts(established to the satisfaction of the City) shall be payable by the City to the Bank on the next succeeding Payment Date or,if such amounts become payable after the Maturity Date of the 1998 Bond within 60 days of the date the City is notified by the Bank that such amounts are due. In addition to the foregoing provisions ofthis section,the interest rate on the 1998 Bond shall be adjusted automatically as of the effective date of any change in the Maximum Corporate Tax Rate (hereinafter defined)or in the Preference Reduction Rate(hereinafter defined),presently 20%,based upon the following calculations; provided, however,that if the 1998 Bond is not a Qualified Tax-Exempt Obligation within the meaning of Section 265(b)(3)of the Internal Revenue Code of 1986,as amended (the"Code"),on the date of its original issuance and delivery,or if the 1998 Bond at any time subsequent to its original issuance and delivery no longer qualifies as a Qualified Tax-Exempt Obligation,then the Preference Reduction Rate shall be adjusted as of the date of original issuance and delivery of the 1998 Bond or as of such subsequent date,as the case may be. Upon the occurrence of any of the foregoing events,the interest rate on the 1998 Bond shall be adjusted to the product obtained by multiplying the interest rate on the 1998 Bond by a fraction, the numerator of which is equal to the sum of:(i)the product of the Fully Taxable Equivalent(hereinafter defined)times one minus the Maximum Corporate Tax Rate in effect as ofthe day ofadjustment,and(ii) the TEFRA Adjustment(hereinafter defined)in effect as ofthe date of adjustment;and the denominator of which is equal to the sum of (i)the product of the Fully Taxable Equivalent times one minus the Maximum Corporate Tax Rate in effect as of the date of the original issuance and delivery of the 1998 Bond,and(ii)the TEFRA Adjustment in effect as ofthe date of the original issuance and delivery ofthe 1998 Bond. For the purpose hereof: (1) "Maximum Corporate Tax Rate" means on the date of.original issuance and delivery ofthis 1998 Certificate 35%and thereafter the maximum marginal rate of income tax imposed on corporations under Section 11 of the Code or any successor provision; (2) "TEFRA Adjustment"means an adjustment equal to the product ofthe following: Cost of Funds multiplied by the applicable Maximum Corporate Tax Rate multiplied by the applicable Preference Reduction Rate;(3) "Cost of Funds"means one hundred(100)multiplied by a fraction,the numerator of which is equal to the 7 total interest expense of SunTrust Banks, Inc., for its immediately preceding tax year, and the denominator of which is equal to the average total assets of SunTrust Banks,Inc.,but at no time will be determined to exceed the cost of Fed Funds; (4) "Preference Reduction Rate" means the percentage reduction to be applied to the amount allowable as a deduction under Chapter I of the Code with respect to any financial institution preference item(as such term is defined in Section 291(e)ofthe Code);and(5) "Fully Taxable Equivalent"means the ten(10)year U.S.Treasury yield plus 0.95 percent,expressed as a number and not as a percentage. For the-purposes of this paragraph and the two preceding paragraphs, all percentages shall be expressed as decimals. ARTICLE III COVENANTS,FUNDS AND APPLICATION THEREOF SECTION 3.1 NATURE OF AND SECURITY FOR THE OBLIGATIONS UNDER THE BOND. The Bond shall not be or constitute a general obligation or indebtedness of the City as a"bond"within the meaning of any constitutional or statutory provision,but shall be a special obligation ofthe City,payable from legally available non-ad valorem monies in accordance with the terms of this Resolution. SECTION 3.2 COVENANT TO BUDGET AND APPROPRIATE: CERTAIN TAX REPRESENTATIONS. (a) The City 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 ofprograms and services which are essential public purposes affecting the health, safety and welfare of the City), in each Fiscal Year, amounts necessary to pay all principal and interest payments due on the Bond 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 Bondholder. Notwithstanding the foregoing,the City 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 City's non-ad valorem or general revenues, and the City shall be free to pledge and create liens on its other revenues for any lawful purpose. (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 fiord or similar fund or any other fiend to pay debt service on the Bond. No money or property or account is or will be pledged as collateral or used for the payment of debt service on the Bond (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 ofthe Bond reasonable assurance ofthe availability of such money or property to pay debt service on the Bond. The proceeds of the Bond are not expected to exceed the amount necessary for the completion of the 1998 Project. The City does not intend to sell or otherwise dispose 8 of the 1998 Project, or any portion thereof, during the term of the Bond except for dispositions of property in the normal course at the end of such property's useful life of the City. SECTION 3.8 PARTICULAR COVENANTS OF THE ISSUER. As long as the Bond 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 Bond. ARTICLE IV MISCELLANEOUS PROVISIONS SECTION 4.1 MODIFICATION OR AMENDMENT. No modification or amendment of this Resolution or of any resolution amendatory thereof or supplemental thereto,may be made without the consent in writing of the Bondholder. SECTION 4.2 ADDITIONAL AUTHORIZATION. The Mayor,the City Manager, the Finance Director,the Village Attorney, and any other proper official of the City,be and each of them is hereby authorized and directed to execute and deliver any and all documents and instruments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transactions contemplated by this Resolution. SECTION 43 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 shall in no way affect the validity of any of the other provisions of this Resolution or of the 1998 Bond issued hereunder. SECTION 4.4 WAIVER OF JURY TRIAL. The City, in consideration of the purchase of the 1998 Bond by the Bank,and the Bank,by its acceptance of the 1998 Bond,each mutually and willingly waive the right to a trial by a jury in connection with any and all claims by any party hereto against the other arising from or in connection with the transactions contemplated by the 1998 Bond or this Resolution. SECTION 4.5 REPEALER. All resolutions and orders, or parts thereof, in conflict herewith are,to the extent of such conflict,hereby repealed,and this Resolution shall take effect upon its passage in the manner provided by law. 9 .r SECTION 4.6 EFFECTIVE DATE. This Resolution shall take effect immediately upon its adoption. ADOPTED BY UNANIMOUS APPROVAL: October 6, 1998 VILLAGE COUNCIL M kM SHORES VILLAGE,FLORIDA (Seal) By: Its:Mayo ATTEST: By: Zu&a a, Village Clerk AP=A ,By Village Attorney 10 Exhibit A Project Description 1. 800 MHZ Police Radio System $156,490 2. Intemationa14700 Chassis equipped with Altec LB650 bucket and dump body assembly $77,831 Total $234,321 Exhibit B FORM OF 1998 BOND No.R- 1 UNITED STATES OF AMERICA STATE OF FLORIDA MIAMI SHORES VILLAGE,FLORIDA Revenue Bond,Series 1998 Interest Rate Maturity Date Dated Date 4.56% October 15,2005 October 15, 1998 Registered Owner: SunTrust Bank,Miami,N.A. Principal Amount:$234,321 KNOW ALL MEN BY THESE PRESENTS,that Miami Shores Village,Florida,for value received,hereby promises to pay from the sources herein mentioned,to the Registered Owner specified N 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 SunTrust Bank,Miami,N.A.,and to pay solely from such funds,interest on the balance of such principal sum,from time to time remaining unpaid, from the daze 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 2.7 of Resolution No._qZ9-98 of the Village Council duly adopted on October 6, 1998 (hereinafter referred to as the "Resolution"). Payments of the principal of and interest on this Bond are payable in lawful money of the United States of America at the times and in the manner provided below. The Bond is not and does not constitute a general obligation or indebtedness of the City as a "bond"within the meaning of any constitutional or statutory provision,but is a special obligation of the City,payable in accordance with the terms of the Resolution,and the faith and credit of the City are not pledged to the payment hereof. Payments of accrued interest, together with payments of principal, each in the amount of $9,844.36 shall be made on the first day of each October 15, January 15, April 15 and July 15, commencing on January 15,1999. All remaining principal,together with all accrued and unpaid interest, shall be due and payable in full on the Maturity Date. This Bond 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 law,and pursuant to the Resolution. This Bond is issued for the purposes specified in,and is subject to all the terms and conditions of,the Resolution. 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 Bond 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 City, including this Bond, does not exceed any constitutional,statutory or other limitation. This Bond may,at the option of the City,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 Bond is and has all the qualities and incidents of a negotiable instrument under the laws ofthe State of Florida. This Bond may be transferred only upon the books of the Board kept by the Bond Registrar(the "Registrar") upon surrender thereof at the principal office of the Registrar with an assignment duly executed by the Registered Owner of his duly authorized attorney,but only in the manner,subject to the limitations and upon payment ofa sum sufficient to cover any tax,fee or governmental charge,ifany,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 Bond in the same outstanding principal amount,maturity and interest rate as this Bond. 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 Bond 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 Bond in the same outstanding principal amount,maturity and interest rate as this Bond. IN WITNESS WHEREOF,the City has issued this Bond and has caused the same to be signed by the manual or facsimile signature of the Mayor,and the seal of the City 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 October 6, 1998. MIAMI SHORES VILLAGE,FLORIDA BY: Its:May (SEAL) ATTESTED AND COUNTERSIGNED: i k BY: &zw Uyi Its: Village Clerk