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83-17250 RESOLUTION NO. 83-17250 RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AMENDING RESOLUTION NO. 79-15829 WHICH PROVIDES FOR THE ISSUANCE OF $2, 500, 000 PRINCIPAL AMOUNT OF PUBLIC IMPROVE- MENT BONDS OF THE CITY (THE "BONDS" ) , WHICH WAS AMENDED IN ITS ENTIRETY BY RESOLUTION 82-16947, AND RESOLUTION NO. 82-17189 BY AMENDING SAID RESOLUTION IN ITS ENTIRETY, IN ORDER, AMONG OTHER THINGS, TO AMEND CERTAIN PROVISIONS REGARDING ISSUANCE OF THE BONDS IN COUPON FORM WHEREAS, the City Commission of the City of Miami Beach, Florida (the "City Commission") , on February 7, 1979, passed and adopted Resolution No. 79-15829 (the "Resolution") authorizing the issuance of $2, 500, 000 principal amount of Public Improvement Bonds (the "Bonds" , to finance all or a portion of the cost of construction of various capital improvements, including paving, sidewalks, curb and gutter, storm sewer, lighting, landscaping, canopy structures, and other structures on public rights-of-way, and acquiring land required for the plan of reconstruction of the following area: Arthur Godfrey Road from Biscayne Bay to the Atlantic Ocean; Indian Creek Drive from 39th Street to 44th Street; and Collins Avenue from 44th Street to 46th Street; and WHEREAS, said Resolution was amended by Resolution No. 79- 15851, adopted by the City Commission on March 7, 1979, which amended Sections 2 and 5 of, and otherwise re-adopted, said Resolution; and WHEREAS, said Resolution was amended in the entirety by Resolution No. 82-16947 adopted by the City Commission on March 18, 1982; and WHEREAS, said Resolution was amended in the entirety by Resolution No. 82- 17189 adopted by the City Commission on November 17, 1982; and WHEREAS, the City Commission has determined and does hereby determine that it is necessary to amend the Resolution in its entirety in order , among other things, to provide for issuance of the Bonds in coupon form. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that: Section 1. Resolution No. 79-15829 of the City Commission of the City of Miami Beach, Florida, passed and adopted on February 7, 1979, as amended by Resolution No. 79-15851, passed and adopted on March 7, 1979, as further amended by Resolution No. 82-16947, passed and adopted on March 18, 1982 and as further amended by Resolution No. 82- 17189 , passed and adopted on November 17, 1982 be and it hereby is amended in its entirety and the text of said amended Resolution shall read as set forth in Exhibit A attached hereto and incorporated herein by reference. This Resolution No. 79-15829, as amended, has been in full force and effect since February 7, 1979 and continues to be in full force and effect. PASSED AND ADOPTED this 19th day of January, 1983. Mayor Attest: 'ORM APPROVED City Cler LE ` ' Date -2- RESOLUTION NO. 79-15829 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF BONDS IN THE SUM OF $2, 500, 000 FOR THE PURPOSE OF FINANCING THE CONSTRUCTION OF VARIOUS CAPITAL IMPROVEMENTS, INCLUDING PAVING, SIDEWALKS, CURB AND GUTTER, STORM SEWER, LIGHT- ING, LANDSCAPING, CANOPY STRUCTURES, BUS SHELTERS, SIGNAGE, ORNAMENTAL STRUCTURES, AND OTHER STRUCTURES ON PUBLIC RIGHTS-OF-WAY, AND ACQUIRING LAND REQUIRED FOR THE PLAN OF RECON- STRUCTION OF THE FOLLOWING AREA: ARTHUR GODFREY ROAD FROM BISCAYNE BAY TO THE ATLANTIC OCEAN; INDIAN CREEK DRIVE FROM 39TH STREET TO 44TH STREET; AND COLLINS AVENUE FROM 44TH TO 46TH STREET, AUTHORIZED AT ELECTIONS HELD ON ON OCTOBER 5, 1978 AND NOVEMBER 2, 1982; PROVIDING FOR THE TERMS AND PAYMENT OF THE BONDS AND THE RIGHTS, SECURITY AND REMEDIES OF THE HOLDERS THEREOF; AND AUTHORIZING THE ISSUANCE AND SALE OF BOND ANTICIPATION NOTES OF THE CITY FOR THE PURPOSE OF TEMPORARILY FINANCING THE COST OF THE PROJECT. WHEREAS, the City Commission (the "Commission" ) of the City of Miami Beach, Florida (the "City" ) on the 2nd day of August, 1978, adopted Resolution No. 78-15687, authorizing the issuance of $2, 500, 000 principal amount of negotiable coupon bonds of the City to finance all or a portion of the cost of construction of various capital improvements, including paving, sidewalks, curb and gutter , storm sewer, lighting, landscaping, canopy struc- tures, bus shelters, signage, ornamental structures, and other structures on public rights-of-way, and acquisition of land required for the plan of reconstruction of the following area: Arthur Godfrey Road from Biscayne Bay to the Atlantic Ocean; Indian Creek Drive from 39th Street to 44th Street; and Collins Avenue from 44th Street to 46th Street (all said purposes to be Exhibit A hereinafter referred to as the "Project") , subject to the authorization of the duly registered and qualified voters of said City therein participating in the special election to be held on October 5, 1978; and WHEREAS, the City Commission on October 18, 1978, canvassed the returns of the aforesaid election and found that the issuance of said bonds in the aggregate amount of $2, 500, 000 (the "Bonds") had been approved, by a majority of the votes cast in said election, in which the qualified electors residing in said City participated, and declared and recorded, in the manner prescribed by law, the result of said election and canvass in the manner prescribed by law; and WHEREAS, by resolution adopted on April 21, 1982 the Commission ordered and provided for a special bond election to be held on November 2, 1982 to determine whether an amendment to the provision regarding the interest rate on the Bonds, the issuance of which had already been approved by the electorate of the City, shall be approved by such qualified electors; and WHEREAS, the Commission on November 3, 1982, canvassed the returns of the aforesaid election and found that the issuance of said bonds in the aggregate amount of $2, 500, 000 (the "Bonds" ) had been approved, by a majority of the votes cast in said election, in which the qualified electors residing in said City participated, and declared and recorded, in the manner prescribed by law, the result of said election and canvass. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: -2- SECTION 1. AUTHORIZATION OF BONDS. Pursuant to the election and subject and pursuant to the provision of this Resolution, bonds of the City to be known as Arthur Godfrey Road Bonds, herein sometimes referred to as "Bonds" , are hereby authorized to be issued in the aggregate principal amount of not exceeding Two Million Five Hundred Thousand Dollars ($2, 500, 000) for the purpose of financing the cost of the Project. SECTION 2. DESCRIPTION OF BONDS. The Bonds shall be in the denomination of $5, 000 each, shall be numbered consecutively from one upward in order of maturity, shall bear interest at such rate or rates, not exceeding the maximum rate allowable by law, to be determined upon the sale thereof, payable semiannually, shall be dated, and shall mature serially, in numerical order , lowest numbers first, on such date in such years and amounts, but not exceeding thirty (30) years from the date thereof, as shall be determined by subsequent resolution of the City adopted on or prior to the sale thereof. Such Bonds shall be issued in coupon form; shall be payable with respect to both principal and interest in lawful money of the United States of America, at a bank or banks to be designated by the City prior to the issuance thereof, and shall bear interest from their date, payable in accordance with and upon surrender of the appurtenant interest coupons as they severally mature. SECTION 3. EXECUTION OF BONDS AND COUPONS. The Bonds shall be executed in the name of the City by the Mayor and its corporate seal or a facsimile thereof shall be affixed thereto or -3- reproduced thereon and attested and countersigned by the City Clerk. The facsimile signatures of the Mayor and City Clerk may be imprinted and reproduced on the Bonds, provided that at least one signature required to be placed thereon shall be manually subscribed. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer of the City before the Bonds so signed and sealed shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered, as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Any Bond may be signed and sealed on behalf of the City by such person who at the actual time of the execution of such Bond shall hold the proper office in the City, although at the date of such Bonds such person may not have been so authorized. The coupons attached to the Bonds shall be executed with the facsimile signatures of any present or future Mayor and/or City Clerk of the City. The City may adopt and use for such purposes the facsimile signature of any person who shall have been such Mayor and/or City Clerk at any time on or after the date of the Bonds, notwithstanding that he may have ceased to be such officer at the time such Bonds shall be actually sold and delivered. The validation certificate appearing on said Bonds shall be executed with the facsimile signature of the Mayor. SECTION 4. NEGOTIABILITY AND REGISTRATION. The Bonds issued hereunder shall be and shall have all of the qualities and incidents of negotiable instruments under the laws of the State -4- of Florida, and each successive holder, in accepting any of said Bonds or the coupons appertaining thereto, shall be conclusively deemed to have agreed that such Bonds shall be and have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida. The Bonds may be registered as to principal only at the option of the holder at the office of the City Finance Director, as Registrar , or such other registrar as may be subsequently appointed, such registration to be noted on the back of the Bonds in the space provided therefor. After such registration as to principal only, no transfer of the Bonds shall be valid unless made at such office by the written assignment of the registered owner, or by his duly authorized attorney in a form satisfactory to the registrar , and similarly noted on the Bonds, but the Bonds may be discharged from registration by being in like manner transferred to bearer and thereupon transferability by delivery shall be restored. At the option of the holder, the Bonds may thereafter again from time to time be registered or transferred to bearer as before. Such registration as to principal only shall not affect the negotiability of the coupons which shall continue to pass by delivery. No charge shall be made to any Bondholder for the privilege of registration and transfer hereinabove granted, but any Bondholder requesting any such registration or transfer shall pay any tax or other governmental charge required to be paid with respect thereto. SECTION 5. FORM OF BONDS. The form of the Bonds, coupons -5- and registration endorsement, as well as the manner of execution of Bonds, coupons and certificate of validation shall be substantially as follows: Bond No. $5, 000 UNITED STATES OF AMERICA STATE OF FLORIDA, COUNTY OF DADE CITY OF MIAMI BEACH PUBLIC IMPROVEMENT BOND SERIES 1983 [STATEMENT OF PURPOSE OF BOND] KNOW ALL MEN BY THESE PRESENTS that the City of Miami Beach in the County of Dade and State of Florida, is justly indebted, and for value received hereby promises to pay to the bearer, or if this bond be registered as to principal, to the registered owner hereof, on the day of , the principal sum of FIVE THOUSAND DOLLARS with interest thereon at the rate of percent ( %) per annum, payable semiannually, on the day of and the day of in each year, upon the presentation and surrender of the annexed interest coupons as they severally become due. Both the principal and interest of this bond are payable in lawful money of the United States of America at the office of (the "Fiscal Agent") . For the prompt payment hereof, both principal and interest, as the same shall become due, the full faith, credit and resources of said City of Miami Beach are hereby irrevocably pledged. This bond is one of a series of said bonds, each of like -6- • date, amount and tenor (except as to date of maturity, rate of interest and provision for redemption) , issued by said City for the purpose of financing various municipal improvements in the City of Miami Beach, Florida, as stated in the caption hereof and more particularly described in Resolution No. of the City Commission of said City, passed and adopted on under the authority of and in full compliance with the Constitution and Statutes of the State of Florida, including Chapter 100, Florida Statutes, and other applicable provisions of the law, and has been duly authorized and approved by a majority of the votes cast in an election in which the qualified electors residing in said City participated, which said election was called and held and the result declared and recorded in the manner prescribed by law. This bond, until registered, shall pass by delivery but may at any time be registered as to principal in the Bond Registry of said City to be kept for that purpose at the office of (the "Registrar" ) and such registry shall be made thereon and by enforcement on the back hereof by the Registrar, after which this bond shall be transferable only upon said books at said office by the registered holder in person or by duly authorized attorney; provided, however, that this bond may be transferred to bearer at the option of the holder or holders hereof and negotiability thereby restored and shall continue subject to registration or transfer to bearer at the option of the holder or holders for the time being, but no such registration of principal shall affect the negotiability of the -7- coupons hereto attached, which shall continue to be transferable by delivery. The Bonds shall be redeemable prior to their respective stated dates of maturity, at the option of the City, in whole or in part, in inverse order of maturities, and by lot within maturities (if less than all of the Bonds of any one maturity shall be called for redemption) on , 198_, or on any interest payment date thereafter, at the redemption prices (expressed as percentages of principal amount) , plus accrued interest to the redemption date, as follows: (insert redemption price schedule) Any such redemption, either in whole or in part, shall be made upon at least thirty (30) days' prior notice by publication and otherwise as provided in Resolution and shall be made in the manner and under the terms and conditions provided in the Reso- lution. On the date designated for redemption, notice having been published and filed and moneys for payment of the redemption price held by the Fiscal Agent, all as provided in the Reso- lution, the Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Bonds on such date, interest on such bonds so called for redemption shall cease to accrue, coupons maturing after such date shall be void, such Bonds shall cease to be entitled to any lien, benefit or security under the Resolution and the holders or registered owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. -8- To the extent permitted and as provided in the Resolution authorizing the issuance of the bonds, modification of the contract created by said Resolution and of the rights of the holders of the bonds thereunder may be made with the consent of the holders of not less than sixty-seven percent (67%) in principal amount of the bonds then outstanding; provided, however , that no such modification or amendment shall permit a change in the maturity of any bonds or a reduction in the rate of interest thereon, or in the amount of the principal obligation or affect the unconditional promise of the City to pay the principal of and interest on the bonds as the same shall become due, or reduce such percentage of holders of such bonds, required for consent to such modifications or amendments, without the consent of the holders of all of the bonds. The City and the Fiscal Agent may deem and treat, the bearer of this bond, if, not registered as to principal, or the person in whose name this bond is registered, if registered as to principal, as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal of, interest on and redemption premium (if any) due hereon, and for all other purposes other than to receive payment of interest represented by outstanding coupons, and may deem and treat the bearer of each coupon appertaining hereto as the absolute owner thereof for the purpose of receiving payment therefor, and neither the City nor the Fiscal Agent shall be affected by any notice to the contrary. It is hereby certified and recited that all acts, conditions -9- and things required to happen, to exist and to be done precedent to and in the issuance of this bond have happened, do exist, and have been performed in regular and due form and time as required by the Laws and Constitution of the State of Florida applicable thereto, and that the issuance of this bond, and the issue of bonds, of which this bond is one, does not violate any constitutional or statutory limitations or provisions; that the issuance of this bond and the issuance of bonds of which it is a part have been approved under the provisions of Chapter 80-98, Laws of Florida; that provision has been made for the levy and collection of a direct annual tax upon all taxable property within said City, without limitation as to rate or amount, which, will be sufficient to pay the interest and principal of this bond as the same shall become due; and that the total indebtedness of said City, including this bond, does not exceed any constitutional or statutory limitation thereof. This bond may be registered as to principal in accordance with the provisions endorsed hereon. IN WITNESS WHEREOF, the said City of Miami Beach, Florida, has caused this bond to be signed by its Mayor, under its seal, and has caused the facsimile of the signature of the City Clerk to appear hereon and the interest coupons attached hereto to be signed with the facsimile signature of said Clerk, all as of the day of , 19 . Mayor City Clerk -10- ENDORSEMENT CONCERNING VALIDATION Validated and confirmed by decree of the Circuit Court for the Eleventh Judicial Circuit of the State of Florida, in and for Dade County, on , 198 . (Facsimile signature of Mayor) Mayor COUPON NO. $ On , 19 , unless the Bond hereinafter mentioned shall be redeemable and shall have been duly called for earlier redemption and payment of the redemption price, together with unpaid interest accrued to the dated fixed for redemption, made or provided for, the City of Miami Beach, Florida, will pay the amount shown hereon in lawful money of the United States of America, as provided in and for the interest then due on its Public Improvements Bond, Series 1983 dated 1, 1983 and numbered City Clerk ENDORSEMENT CONCERNING REGISTRATION This bond may be registered as to principal in the Bond Registry of said City, notation of such registration to be made hereon by the City Finance Director , or by such other officer or -11- agent as may be designated Registrar by resolution of the governing body of said City and may thereafter be transferred on such register by the registered owner in person, or by attorney, upon the presentation to the Bond Registrar, accompanied by delivery of a written instrument of transfer in a form approved by the Bond Registrar and executed by the registered owner; such transfer may be to bearer , after which this bond shall be subject to successive registration and transfer as before. Notwithstanding the registration of this bond, the coupons shall remain payable to bearer and shall be transferable by delivery. Date of Registration Name of Registered Owner Registrar SECTION 6. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Bond shall become mutilated, or be destroyed, stolen or lost, the City may in its discretion issue and deliver a new Bond with all unmatured coupons attached of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substi- tution for such mutilated Bond and attached coupons, if any, or in lieu of and substitution for the Bond and attached coupons, if any, destroyed, stolen or lost, and upon the holder furnishing the City proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the City may prescribe and paying such expenses -12- as the City may incur. All Bonds and coupons so surrendered shall be cancelled by the Registrar. If any such Bonds or coupons shall have matured or be about to mature, instead of issuing a substitute Bond or coupons, the City may pay the same, upon being indemnified as aforesaid, and if such Bond or coupon be lost, stolen or destroyed without surrender thereof. Any such duplicate Bonds and coupons issued pursuant to this section shall constitute original, additional contractual obligations on the part of the City whether or not the lost, stolen or destroyed Bonds or coupons be at any time found by anyone, and such duplicate Bonds or coupons shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the same extent as all other obligations and coupons issued hereunder. SECTION 7. TEMPORARY BONDS. Until definitive Bonds are ready for delivery, there may be executed, and the Finance Director shall deliver, in lieu of definitive Bonds and subject to the same limitations and conditions, except as to identifying numbers, temporary printed, engraved, lithographed or typewritten Bonds in the denomination of Five Thousand Dollars ($5, 000) or any multiple thereof, substantially of the tenor hereinabove set forth, with or without coupons, and with or without the privilege of registration as to principal, and with appropriate omissions, insertions and variations as may be required. The City shall cause the definitive Bonds to be prepared and to be executed and -13- delivered to the Finance Director, and the Finance Director upon presentation to him of any temporary Bond accompanied by all unmatured coupons, if any, shall cancel the same and authenticate and deliver, in exchange therefor, at the price designated by the holder, without expense to the holder, a definitive Bond or Bonds in the same aggregate principal amount, maturing on the same date and bearing interest at the same rate as the temporary Bond surrendered. Upon any such exchange, all coupons appertaining to the definitive Bonds and representing interest theretofore paid shall be detached and cancelled by the Finance Director. Until so exchanged, the temporary Bonds shall be entitled in all respects, including the privilege of registration, if so provided, to the same benefit of this Resolution as the definitive Bonds to be issued and authenticated hereunder, and interest on such temporary Bonds, when payable, if the definitive Bonds with interest coupons shall not be ready for exchange, shall be paid on presentation of such temporary Bonds and notation of such payment shall be endorsed thereon or such interest shall be paid upon the surrender of the appropriate coupons if coupons representing such interest shall be attached to such temporary Bonds. SECTION 8. REDEMPTION OF BONDS. The Bonds shall be redeemable prior to their respective dates of maturity, at the option of the City, in whole or in part, upon such terms and conditions as may be approved by subsequent resolution of the Commission. SECTION 9. REDEMPTION NOTICE. At least thirty (30) days -14- before the redemption date, a notice of any such redemption, either in whole or in part, signed by the Finance Director, (a) shall be published once in a daily newspaper of general circulation or a financial journal published in the Borough of Manhattan, City and State of New York, (b) shall be filed with the Fiscal Agent and any paying agent, and (c) shall be mailed, postage prepaid, to all registered owners of Bonds to be redeemed at their addresses as they appear on the registration books herein provided for, but failure so to mail any such notice shall not affect the validity of the proceedings for such redemption. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Bonds then outstanding shall be called for redemption, the numbers of such Bonds. SECTION 10. EFFECT OF CALLING FOR REDEMPTION. On the date so designated for redemption, notice having been published and filed in the manner and under the conditions hereinabove provided and moneys for payment of the redemption price being held in a separate account, the Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Bonds on such date, interest on the Bonds so called for redemption shall cease to accrue the coupons for interest thereon payable subsequent to the redemption date shall be void, such Bonds shall cease to be entitled to any lien, benefit or security under this Resolution, and the holders or registered owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price -15- thereof. All unpaid interest coupons which appertain to Bonds called for redemption and which shall have become payable on or prior to the date of redemption shall continue to be payable to the bearers severally and respectively upon the presentation and surrender of such coupons. Bonds called for redemption and all unmatured coupons appertaining thereto shall be cancelled upon the surrender thereof. SECTION 11. BONDS CALLED FOR REDEMPTION OR PAYMENT PROVIDED THEREFOR NOT OUTSTANDING. Bonds which have been duly called for redemption under the provisions of this Resolution and for the payment of the redemption price of which and the interest to accrue thereon to the date fixed for redemption sufficient moneys, or obligations in such amounts, bearing interest at such rates and maturing at such dates that the proceeds thereof and the interest thereon will provide such moneys, shall be held in a separate escrowed account, shall not be deemed to be outstanding under the provisions of this Resolution. SECTION 12. AUTHORIZATION OF BOND ANTICIPATION NOTES. Under the authority of the Constitution and laws of the State of Florida, including particularly Chapter 215. 431, Florida Statutes, and the Charter of Metropolitan Dade County, there is hereby authorized to be issued and sold from time to time $2, 500, 000 aggregate principal amount of the City's bond anticipation notes, to be designated "Public Improvement Bond Anticipation Notes, Series 1982" (the "Notes" ) for the purpose of -16- temporarily financing the cost of the Project prior to and in anticipation of the issuance and sale of the Bonds. The Notes shall be issued in fully-registered form in the denomination of $1, 000 each, or any multiple thereof; shall bear interest payable semiannually on April 1, and October 1 of each year, the first interest payment to be payable October 1, 1982; shall mature, subject to earlier redemption or prepayment, on October 15, 1982; and shall otherwise be issued in such form and under such further terms and conditions as the Commission shall hereafter authorize and direct by resolution. SECTION 13. REPAYMENT OF NOTES. The principal of and interest on the Notes shall be secured by and payable from the proceeds of the sale of the Bonds; and the interest on the Notes shall be further secured by and payable from the general revenues of the City, including unlimited ad valorem taxes on all taxable property in the City. The proceeds of the Bonds and general revenues shall be pledged for such purposes. SECTION 14. APPLICATION OF BOND PROCEEDS. The proceeds received upon the sale of said Bonds (except an amount equal to the interest accrued on the Bonds, which shall be deposited in the Sinking Fund and used to pay such interest accrued on the Bonds, which shall be deposited in the Sinking Fund and used to pay such interest) shall be deposited into a Construction Fund hereby created and established. An amount sufficient to pay the principal of and interest on the Notes shall be withdrawn from the Construction Fund and applied to the payment of the Notes in accordance with the provisions of this Resolution. The balance -17- shall be used to pay the cost of the construction and acquisition of the Project authorized by this Resolution. Pending their use, such proceeds may be invested in Authorized Investments maturing not later than the date or dates on which such proceeds will be needed for the purposes of this Resolution. Any income received upon such investment shall be retained in the Construction Fund and used for the construction of the Project. After the completion of the improvements herein authorized any remaining balance of proceeds of the Bonds shall be deposited into the Sinking Fund and used solely to pay principal and interest on the Bonds. The holders of the Bonds issued hereunder shall have no responsibility for the use of the proceeds of said Bonds, and the use of such Bond proceeds by the City shall in no way affect the rights of such bondholders. The City shall be irrevocably obligated to continue to assess, levy and collect the ad valorem taxes and the special assessments as provided herein and to pay the principal of and interest on the Bonds notwithstanding any failure of the City to use and apply such Bond proceeds in the manner provided herein. SECTION 15. INVESTMENT OF BOND PROCEEDS. The proceeds of the Bonds shall be invested and reinvested by the Finance Director of the City in any investment which is a permitted investment for public funds under Florida law which shall mature, or which shall be subject to redemption by the holder thereof at the option of such holder, not later than the date when the moneys held for the credit of the Construction Fund or the Sinking Fund will be required for the purposes stipulated -18- therein. Investments so purchased for the credit of any of the aforementioned Funds shall be deemed at all times to be a part of said Funds. Interest accruing on obligations so purchased as an investment of moneys in any Fund shall be credited to such Fund. The Finance Director shall sell at the best price obtainable or present for redemption any obligations so purchased whenever it shall be necessary, in the sole judgment of the Finance Director, to do so in order to provide moneys to meet any payment or transfer from any Fund. The Finance Director shall not be liable or responsible for any depreciation in the value of any such obligations or for any loss resulting from the sale thereof. SECTION 16. SOURCES OF PAYMENT FOR BONDS. There is hereby created a Sinking Fund to be held and administered by the City solely for the purpose of paying the principal of and interest on the bonds as the same become due. In each year while any of such Bonds are outstanding there shall be levied and collected a tax, without limitation as to the rate or amount, on all taxable property within the City which, together with available collections theretofore made from special improvements assessments made against abutting property shall be sufficient in amount to pay the principal of and interest on such Bonds as the same shall become due. Such tax and assessment shall be assessed, levied and collected in the same manner and at the same time as other City taxes are assessed, levied and collected. Moneys on deposit in the Sinking Fund may be invested and reinvested in direct obligations of the United States or America -19- or in time deposits in banks or trust companies, evidenced by certificates of deposit and continuously secured as required by the Laws of Florida (hereinafter collectively called "Authorized Investments") , maturing prior to the date on which the moneys therein will be needed. SECTION 17. ARBITRAGE CERTIFICATION. The Mayor of the City (who is an officer charged along with others, with the responsibility for the issuance of such Bonds) shall execute on the behalf of the City of Miami Beach an arbitrage certificate for the purpose of assuring the purchasers of said Bonds that the Bonds herein authorized are not "arbitrage bonds" within the meaning of Section 103 (c) of the Internal Revenue Code of 1954, as amended, and Regulations proposed or promulgated thereunder. Such certificate shall constitute a certificate and repre- sentation of the City of Miami Beach and no investment shall be made of the proceeds of the Bonds herein authorized in violation of the expectations expressed in said arbitrage certificates. SECTION 18. VALIDATION. The firm of Morgan, Lewis & Bockius of Miami and Philadelphia, Bond Counsel is hereby authorized and directed to proceed in the name of said City to have said Bonds validated by the Circuit Court of Dade County, Florida. SECTION 19. EXECUTION. The Mayor and City Clerk are hereby authorized and directed to execute said Bonds under the seal of said City, a facsimile of which shall be imprinted upon each of said Bonds, and each of said Bonds shall be manually signed by the Mayor and shall be executed with the facsimile signature of -20- the City Clerk, and the Mayor, the City Clerk and the Attorney for the City of Miami Beach are hereby authorized and directed to take such steps as may be necessary to effect an early sale and delivery of said Bonds. SECTION 20. MODIFICATION OR AMENDMENT. No material modification or amendment of this Resolution or of any ordinance or resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the holders of sixty-seven per centum (67%) or more in principal amount of the Bonds then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity of any Bonds or a reduction in the rate of interest thereon, or in the amount of the principal obligation or affect the unconditional promise of the City to pay the principal of and the interest on the Bonds as the same shall become due, or reduce such percentage of holders of such Bonds, required for consent to such modifications or amendments, without the consent of the holders of all of the Bonds. SECTION 21. 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 of this Resolution or of the Bonds or coupons issued -21- thereunder . SECTION 22. EFFECTIVE DATE. That this Resolution shall be in force and effect immediately upon its adoption. PASSED AND ADOPTED this 7th day of February, 1979. (Signed) Dr. Leonard Haber Mayor Attest: (SEAL) (Signed) Elaine Matthews City Clerk -22-