Resolution 82-16901 RESOLUTION NO. 82-16901
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI
BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF GENERAL
OBLIGATION BONDS IN THE SUM OF $1, 500, 000 FOR THE PURPOSE OF
DEVELOPING AND BUILDING PROMENADE STRUCTURES , DUNE
CROSSOVERS, DUNE LANDSCAPING, SITE FURNISHINGS, LIGHTING,
AND RELATED FACILITIES ON THE PROPERTY EAST OF COLLINS
AVENUE AND BETWEEN 21ST STREET AND 46TH STREET; AND
AUTHORIZING THE ISSUANCE AND NEGOTIATED SALE OF $1, 500 , 000
GENERAL OBLIGATION . BOND ANTICIPATION NOTES, PROVIDING FOR
THE PAYMENT THEREOF, AND PROVIDING FOR CERTAIN COVENANTS AND
AGREEMENTS IN CONNECTION THEREWITH.
WHEREAS , on March 14, 1972, a majority of the duly-qualified
electors of the City of Miami Beach, Florida, approved the
issuance of negotiable coupon bonds in the amount of $1, 500 , 000
for the purpose of acquiring and improving for oceanfront public
park purposes a parcel of land commonly known as the "Bell
Property" ;
WHEREAS , on May 30 , 1972, Dade County Circuit Judge Francis
X. Knuck rendered a final judgment validating and confirming said
bonds and no appeal was taken from said judgment;
WHEREAS, said bonds were never issued;
WHEREAS , at a special municipal election held on November 6,
1979, the duly-qualified electors of the City of Miami Beach
approved a proposition amending and expanding the purpose for
which said bonds could be issued to include the additional
purpose of acquiring and improving oceanfront property for park
purposes ;
WHEREAS , the City Commission of the City of Miami Beach
deems it advisable and in the best interest of the City that said
bonds be issued for the purpose of developing and building
promenade structures, dune crossovers , dune landscaping , site
furnishings, lighting , and related facilities on the oceanfront
property east of Collins Avenue between 21st Street and 46th
Street for park purposes ;
WHEREAS , the City Commission of the City of Miami Beach
deems it advisable and in the best interest of the City to
proceed with the development of the above-mentioned property as
expeditiously as possible, and therefore in anticipation of
receipt of the proceeds of said bonds , the Commission deems it
advisable to issue and sell anticipation notes in the amount of
$1, 500, 000, as permitted under the Constitution and laws of the
State of Florida , including particularly Section 215. 431 of the
Florida Statutes .
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA:
SECTION 1. AUTHORIZATION OF BONDS. Pursuant to the
municipal election of November 6, 1979 , and subject and pursuant
to the provisions of this Resolution, bonds of the City to be
known as Beachfront Park and Promenade Project Public
Improvements Bonds , herein sometimes referred to as "Bonds" , are
hereby authorized to be issued in the aggregate principal amount
of not exceeding ONE MILLION FIVE HUNDRED THOUSAND DOLLARS
($1, 500, 000) for the purpose of developing and building promenade
structures , dune crossovers , dune landscaping , site furnishings ,
lighting , and related facilities on the property east of Collins
Avenue and between 21st Street and 46th Street , and paying all
fiscal, legal and other expenses properly incident thereto and to
the issuance of the bonds .
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 and 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 Commission
adopted on or prior to the date of 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
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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
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 neverthe-
less 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 exe-
cution 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 law merchant and
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the laws of the State of Florida, and each successive holder , in
accepting p g an y 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 law merchant and 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 Clerk, 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.
SECTION 5. FORM OF BONDS. The form of the Bonds , coupons
and registration endorsement, as well as the manner of execution
of Bonds and coupons and certificate of validation shall be sub-
stantially as follows:
Bond No. $5, 000 . 00
UNITED STATES OF AMERICA
STATE OF FLORIDA, COUNTY OF DADE
CITY OF MIAMI BEACH
BEACHFRONT PARK AND PROMENADE PROJECT
PUBLIC IMPROVEMENT GENERAL OBLIGATION BOND
SERIES 1982
The purpose of this bond issue is to finance the developing
and building of promenade structures , dune crossovers , dune
landscaping , site furnishings, lighting , and related facilities
on the property east of Collins Avenue and between 21st Street ,
and 46th Street in the City of Miami Beach, Florida.
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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 , 19 , 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 Bank 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
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 costs incurred in connection
with the development of the beachfront property located east of
Collins Avenue, between 21st Street and 46th Street , in the City
of Miami Beach, Florida, as stated in the caption hereof , 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 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.
(Insert redemption provisions determined by subsequent
resolution. )
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 endorsement 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 regis-
trations of principal shall affect the negotiability of the
coupons hereto attached, which shall continue to be transferable
by delivery.
To the extent permitted and as provided in the Resolution
authorizing the issuance of the bonds (the "Bond Resolution" ) ,
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.
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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 and re-
demption premium (if any) due hereon, and for all purposes other
than to receive payment of interest represented by outstanding
coupons, and may deem and treat the bearer of each coupon apper-
taining hereto as the absolute owner thereof for the purpose of
receivng 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
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 the
series 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 the series 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 , 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 of the signature of said Clerk, all as
of the day of , 19 .
Mayor
City Clerk
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 date fixed for redemption,
made or provided for , the City of Miami Beach, Florida, will pay
to the bearer at Bank,
the amount shown hereon in lawful money of the United States of
America , as provided in and for the interest then due on its
Beachfront Park and Promenade Project Public Improvements Bond,
Series 1982 dated 1, 1982 , and
numbered
City Clerk
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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 , 1982.
(Facsimile signature of Mayor )
Mayor
ENDORSEMENT CONCERNING REGISTRATION
It is hereby certified that the within bond is registered as
to principal, as follows:
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 and
attached coupons, if any, so mutilated, destroyed, stolen or
lost , in exchange and substitution for such mutilated Bonds , upon
surrender and cancellation of such mutilated Bond and attached
coupons , if any, or in lieu of and substituion 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 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 obli-
gations 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 and coupons shall be entitled to equal and
proportionate benefits and rights as to lien on and source and
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security for payment from the funds , as hereinafter pledged , to
the same extent as all other obligations and coupons issued here-
under .
SECTION 7 . LEVY OF AD VALOREM TAX. 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 rate or amount, on all taxable property within
the City, sufficient in amount to pay the principal of and
interest on such Bonds as the same shall become due. Such tax
shall be assessed , levied and collected in the same manner and at
the same time as other City taxes are assessed, levied and col-
lected.
Moneys in deposit in the Sinking Fund may be invested and
reinvested in direct obligations of the United States of America
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 8 . ARBITRAGE CERTIFICATION OF BONDS. 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
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 represen-
tation 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 certificate.
SECTION 9 . VALIDATION. The Attorney for the City of Miami
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Beach 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 10 . 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) shall be depo-
sited into a Construction Fund and used solely and alone to pay
the cost of developing and building promenade structures , dune
crossovers , dune landscaping , site furnshings , lighting , and
related facilities on the property east of Collins Avenue between
21st Street and 46th Street , to reimburse the City for
expenditures theretofore made for such purposes and to repay
temporary indebtedness incurred for such purposes in anticipation
of the issuance of the Bonds.
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 aforementioned improvements. 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 of 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 obli-
1
gated to continue to levy and collect the ad valorem taxes 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.
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SECTION 11. AUTHORIZATION OF NOTES . Pursuant to this
Resolution, and in anticipation of the receipt of all or part of
the proceeds of the sale of said Bonds , General Obligation Bond
Anticipation Notes of the City, herein sometimes referred to as
"Notes" , are hereby authorized to be issued in the aggregate
principal amount of_ not exceeding One Million Five Hundred
Thousand Dollars ($1, 500, 000) for the purpose of developing and
building promenade structures, dune crossovers, dune landscaping,
site furnishings , lighting , and related facilities on the
property east of Collins Avenue and between 21st Street and 46th
Street .
SECTION 12. DESCRIPTION OF NOTES . The Notes shall be dated
as of the date of delivery thereof (which shall be imprinted,
written or stamped thereon by the Mayor or City Clerk, when
issued and delivered) , and shall mature on such date (not later
than November 6, 1984) and shall bear interest at such rate (not
exceeding the maximum rate permitted by law) as shall be
determined by subsequent resolution of the City Commission
adopted on or prior to the date of sale thereof. The notes shall
be in fully registered form, numbered consecutively from BAN-1
upwards and shall be in the denomination of $1, 000. 00 or integral
multiples thereof , as more particularly hereinafter provided.
Principal of said Notes shall be payable at a bank or banks to be
designated by the City prior to the issuance thereof , and
interest due on and prior to the maturity of the Notes shall be
paid to the registered owner thereof by check or draft on the
paying agent mailed to the address shown on the Registrar ' s
registration books .
Any and all of the Notes shall be subject to redemption by
the City prior to maturity upon such terms and conditions as
shall be determined by subsequent resolution of the City
Commission adopted on or prior to the date of sale thereof.
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SECTION 13. REGISTRATION OF NOTES . The books for the
registration and for the transfer of the Notes shall be kept at
the office of the City Clerk, as Registrar , or such other
registrar as may subsequently be appointed. The execution by the
City of any Note in the denomination of $1, 000 . 00 or any integral
multiple thereof shallconstitute full and due authorization of
such denomination. No charge shall be made to any noteholder for
the privilege of registration, but any noteholder requesting any
such registration shall pay any tax or other governmental charge
required to be paid with respect thereto. The Registrar shall
not be required to transfer any Note during the period of fifteen
days next preceding any interest payment date of such Note.
The person in whose name any Note shall be registered shall
be deemed and regarded as the absolute owner thereof for all
purposes , and payment of or on account of principal of or
interest on any Note shall be made only to or upon the order of
the registered owner thereof or his legal representative. All
such payments shall be valid and effectual to satisfy and
discharge the liability upon such Note to the extent of the sum
or sums so paid.
SECTION 14. EXECUTION AND FORM OF NOTES . The Mayor and the
City Clerk shall have prepared and shall execute, in the manner
provided in Section 3 above , Notes in substantially the following
form:
No. BAN- . $
UNITED STATES OF AMERICA
STATE OF FLORIDA, COUNTY OF DADE
CITY OF MIAMI BEACH
GENERAL OBLIGATION BOND ANTICIPATION NOTE
SERIES 1982
KNOW ALL MEN BY THESE PRESENTS that the City of Miami Beach,
Dade County, Florida for value received hereby promises to pay to
the registered owner hereof , solely from the source hereinafter
specified, the sum of Dollars ($ ) in lawful
money of the United States of America on , 198 ,
and from said source to pay interest on said sum from the date of
delivery of the notes of the issue of which this is one
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( , 1982) at the rate of per cent ( %) per annum,
payable quarterly on the day of ,
, and in each year commencing
198 . Principal hereof is payable at the principal office
of in the City of
, and interest due on and prior to the maturity
hereof shall be paid to the registered owner hereof pursuant to
check or draft on the paying agent mailed to the address shown on
the Registrar ' s registration books.
(Insert Redemption Provision Determined by Subsequent
Resolution) .
This note is one of an issue of notes in the aggregate
principal amount of $1, 500 , 000 authorized to be issued in
anticipation of the receipt of a sufficient portion of the
proceeds of the sale of $1, 500, 000 Public Improvement Bonds of
the City of Miami Beach. Said bonds were authorized pursuant to
Resolution No. adopted by the City Commission of the City
of Miami Beach , Florida, on January 20 , 1982, for the purpose of
paying the cost of developing and building promenade structures,
dune crossovers , dune landscaping , site furnishings, lighting ,
and related facilities on the property east of Collins Avenue and
between 21st Street and 46th Street , and for the purpose of
paying all fiscal, legal, and other expenses properly incident
thereto and to the issuance of said bonds . Said notes have been
authorized pursuant to said Resolution No. , under
authority of Section 215. 431 of the Florida Statutes .
The principal of this note and the issue of which it is a
part is payable from the proceeds of the Public Improvement
General Obligation Bonds of the City of Miami Beach in
anticipation of which it is issued. Interest on said notes
falling due at any time prior to the issuance and delivery of
said bonds shall be paid from any source of revenue pledged or
provided to be pledged to the payment of said bonds, including
the proceeds of a direct annual tax on all property in said City
of Miami Beach taxable for such purpose.
It is hereby certified and recited that all acts , conditions
and things required by the Constitution and Laws of Florida and
the proceedings authorizing the issuance hereof , to happen, exist
and be performed precedent to and in the issuance of this note
have happened , exist and have been performed as so required.
IN WITNESS WHEREOF, said City of Miami Beach has caused this
note to be executed on its behalf by its Mayor and attested by
the City Clerk and the corporate seal of said City to be
impressed hereon , all as of the day of , 1982.
CITY OF MIAMI BEACH, DADE COUNTY
FLORIDA
Mayor
ATTEST:
City Clerk
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(Provision for Registration)
This note has been registered as to principal and interest
in the name of the holder hereof on the books of the Registrar of
the City of Miami Beach, Florida, as follows:
Name and Address of
Date of Registry • Registered Holder : Signature of Registrar
(Form of Assignment)
hereby sell and
assign and transfer unto the
within note and all right, title and interest thereto and
irrevocably authorize and appoint
Attorney, to transfer said note on the books of the Registrar
with full power of substitution in the premises .
Dated , 19
(L.S. )
In the presence of :
Witnesses
SECTION 14. APPLICATION OF PROCEEDS OF NOTES , The City of
Miami Beach hereby agrees, so long as the Notes herein authorized
remain outstanding , as follows :
A. The holder or holders of the Notes shall have the
right to enforce all of the covenants prescribed by the
proceedings authorizing the issuance of the aforementioned
Public Improvement Bonds of the City of Miami Beach.
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B. The City represents that it has and will from time
to time continue to have the power to issue and sell the
Public Improvement Bonds of the City of Miami Beach
authorized pursuant to this Resolution.
C. Upon the issuance of said Bonds a sufficient amount
of the proceeds of said Bonds shall be promptly applied to
the payment of the Notes .
D. The City will apply the proceeds of the Notes
solely for the purpose for which they are herein authorized.
E. The holder or holders of the Notes herein
authorized shall have any and all rights and remedies either
at law or in equity to enforce the provisions of this
Resolution and the Notes herein authorized.
F. The City will supply all necessary information to
the holder or holders of the notes that such holder or
holders may reasonably require or request to show that the
City is carrying out its covenants and agreements as herein
set forth.
G. The City will incur no obligation payable from the
proceeds of said Public Improvement Bonds of the City of
Miami Beach ranking ahead of the obligation of the City to
pay the Notes herein authorized from said Bond proceeds.
SECTION 15. PREVENTION OF DEFAULT. If at any time after a
date six months prior to maturity date of the Notes , the holder
or holders of the Notes shall feel it necessary to prevent
default in the payment of the principal amount of the Notes
herein authorized , the holder or holders of 75% of the aggregate
principal amount of the Notes then outstanding and unpaid may, by
mandamus or otherwise , require the City to offer for public sale
all or a sufficient portion of the Public Improvement General
Obligation Bonds of the City of Miami Beach necessary to prevent
such default. Notice of the exercise of such right shall be
given by registered mail by said holders or their agent to the
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City Clerk at least forty-five days prior to the date upon which
said Bonds are to be sold, and during said period (as well as at
any time prior thereto) the City shall have the complete right to
sell said Bonds and deliver the same to any other purchaser or
purchasers so long as the City is thereby enabled to pay the
Notes herein authorized; it is the intention of this section to
provide that the holder or holders of the Notes shall have the
right to purchase the Bonds if necessary to make sure that said
Bonds will in fact be issued and delivered prior to the maturity
of said Notes.
SECTION 16. ARBITRAGE CERTIFICATION OF NOTES . The Mayor
and/or the City Clerk of the City is authorized to sign all
documents necessary or helpful in the issuance of the Notes
including a certificate , which shall be the certification and
representation of the City, that the proceeds of the Notes are
not to be invested in such a manner as to cause the notes to be
"arbitrage bonds" under Section 103 (c) of the Internal Revenue
Code of 1954, as amended, and Regulations proposed or promulgated
thereunder .
SECTION 17 . AUTHORIZATION OF NEGOTIATED SALE OF NOTES . The
General Obligation Bond Anticipation Notes are to be sold at a
negotiated private sale as permitted by Section 215. 431, Florida
Statutes . The City Commission, at public meeting, hereby finds
and determines that there is a need to expedite delivery of the
Notes so as to apply the proceeds to the payment of sums soon to
be due and owing for the developing and building of the property
east of Collins Avenue and between 21st Street and 46th Street;
therefore , it is necessary and in the best interests of the City
that the Notes be sold at private rather than public sale.
SECTION 18 . MODIFICATION OR AMENDMENT. Insofar as this
Resolution relates to Bonds, no material modification or
amendment of this Resolution or of any ordinance or resolution
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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 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 .
Insofar as this Resolution relates to Notes, 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 Notes then
outstanding ; provided , however , that no modification or amendment
shall permit a change in the maturity of any Notes 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 Notes as the
same shall become due, or reduce such percentage of holders of
such Notes , required for consent to such modifications or
amendments, without the con-sent of the holders of all of the
Notes .
Also, notwithstanding the foregoing paragraph , this
Resolution may not be amended to reduce the amount of Bonds to an
amount less than will produce sufficient proceeds to assure the
retirement of the Notes herein authorized, except with the
consent of the holder or holders of 100% of the aggregate
principal amount of the Notes then outstanding and unpaid;
provided , however , that such amount may be reduced to the extent
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that the City provides for the payment of the Notes herein
authorized from other available money.
SECTION 19 . 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 Bonds , coupons or Notes
issued thereunder .
SECTION 20 . BOND COUNSEL. The law firm of MORGAN, LEWIS &
BOCKIUS of Miami and Philadelphia is hereby approved to serve as
bond counsel for the City of Miami Beach in connection with the
authorized bond and note issuance.
SECTION 21. FINANCIAL CONSULTANT. DEAN WITTER REYNOLDS ,
INC. , is hereby designated to serve as financial consultant for
the City for the purpose of rendering the usual and customary
services of financial consultants in the marketing of the bonds
and obligations hereinabove described.
SECTION 22. EFFECTIVE DATE. This Resolution shall be in
force and effect immediately upon its adoption.
PASSED AND ADOPTED this 20th day of January , 1982 .
Mayor
ATTEST:
)21,412-/Le.v-q_,)
City Clerk
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LEG �D PAI
f41 V
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A
Date. J /
STATE OF FLORIDA
COUNTY OF DADE:
I ,Elaine Matthews , City Clerk of the City of Miami Beach,
Florida, do hereby certify that the above and foregoing is a true
and correct copy of Resolution No82-16901, duly passed and adopted
by the City Commission of the City of Miami Beach at a regular
meeting duly held and convened on the 20th day of January
1982 and that said resolution is in full force and effect,
without amendment , on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and the official
seal of the City of Miami Beach, Florida, this 21st day
of January 1982.
e-
(Seal)
City Clerk
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