Loading...
Resolution 82-16948 RESOLUTION NO. 82-16948 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AMENDING IN ITS ENTIRETY RESOLUTION NO. 81-16537 WHICH PROVIDES FOR THE ISSUANCE OF NOT EXCEEDING $2 , 500 , 000 PRINCIPAL AMOUNT OF PUBLIC IMPROVEMENT BOND ANTICIPATION NOTES IN ANTICIPATION OF THE ISSUANCE OF $2, 500 , 000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA, PUBLIC IMPROVEMENT BONDS, TO FINANCE ALL OR A PORTION OF THE COST OF CONSTRUCTION OF VARIOUS CAPITAL IMPROVEMENTS IN AND FOR THE CITY OF MIAMI BEACH, FLORIDA. WHEREAS , the City Commission of the City of Miami Beach, Florida (the "City Commission" ) , on January 27 , 1981, passed and adopted Resolution No. 81-16537 (the "Resolution") authorizing the issuance of not exceeding $2, 500 , 000 principal amount of Public Improvement Bond Anticipation Notes (the "Notes" ) in anticipation of the issuance of $2, 500 , 000 principal amount of City of Miami Beach, Florida, Public Improvement Bonds (the "Bonds" ) , for the purpose of financing all or a portion of the cost of construction of various capital improvements in and for the City of Miami Beach , Florida, which improvements are more fully described in Resolution No. 79-15829 , passed and adopted by the City Commission on February 7 , 1979 , as amended on March 7 , 1982 , authorizing the issuance of the Bonds ; 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 amend the descrip- tion of the Notes , to amend certain provisions regarding the execution, issuance and registration of and the security for the Notes , and to insert certain provisions authorizing the negoti- ated private sale of the Notes . NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that : Section 1. Resolution No. 81-16537 of the City Commis- sion of the City of Miami Beach, Florida, passed and adopted on January 27, 1981, 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. PASSED AND ADOPTED this 17th day of March, 1982. Mayor Attest: /6efitt-ie City Cl rk [Seal] APPROVED -2- L DEP IP* Date /. . ��� STATE OF FLORIDA : SS COUNTY OF DADE I , Elaine Matthews , Clerk of the City of Miami Beach, in and for the County of Dade, State of Florida, do hereby certify that the foregoing is a true copy of a Resolution adopted by the City Commission of the City of Miami Beach in session on the day of 2 (/O✓LCk , 1982 . WITNESS my Hand and Official Seal this /i-g day of 42; C4 , 1982 in the City of Miami Beach, Florida. A.14,14kti >11 City Clerk (SEAL) RESOLUTION NO. 81-16537 A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $2, 500 , 000 PRINCIPAL AMOUNT OF PUBLIC IMPROVEMENT BOND ANTICIPATION NOTES IN ANTI- CIPATION OF THE ISSUANCE OF $2, 500 , 000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA, PUBLIC IMPROVEMENT BONDS, SERIES 1982, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COST OF CONSTRUCTION OF VARIOUS CAPITAL IMPROVEMENTS IN AND FOR THE CITY OF MIAMI BEACH, FLORIDA; PROVIDING FOR THEIR TERMS AND PAYMENT AND THE RIGHTS, SECURITY AND REMEDIES OF THE HOLDERS THEREOF; AND AUTHORIZING SALE OF THE NOTES. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: WHEREAS, by resolution duly adopted on August 2, 1978 , the City Commission of the City of Miami Beach, Florida (the "City" ) , ordered and provided for a special bond election to be held on October 5, 1978, within the City, on the question of the issuance of the City's Bonds in the principal amount , of $2, 500, 000 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 , bus shelters , signage, ornamental structures , and other structures on public right-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 (all said purposes to be hereinafter referred to as the "Project") ; and WHEREAS, pursuant to the Constitution and statutes of the State of Florida, the question of the issuance of $2 , 500 , 000 principal amount of Bonds , for the purpose of financing the cost of construction of various capital improvements in the City, was duly submitted to the qualified electors residing in the City at an election held on October 5 , 1978 , and at said election the issuance of said $2, 500, 000 principal amount of Bonds for the construction of various capital improvements in the City was duly approved by a majority of the votes cast in said election; and EXHIBIT A WHEREAS, by resolution duly adopted on February 7, 1979 , as amended on March 7 , 1979 and as further amended on March 17, 1982 (the "Resolution") , the City Commission of the City of Miami Beach, Florida, authorized the issuance of $2 , 500 , 000 principal amount of Public Improvement Bonds , Series 1982 (the "Bonds" ) to finance the Project; said Bonds to be payable from and secured by a levy of a direct annual tax on all taxable property within the City, which, together with available collections theretofore made from special improvement assessments made against abutting property, shall be sufficient to pay the principal of and interest on said Bonds as the same shall mature and become due and payable, which tax shall be collected as other City taxes are collected and shall be used for no other purpose than the payment of said principal and interest; and WHEREAS, it is deemed necessary and advisable and in the best financial interest of the City to finance temporarily the cost of the Project; and WHEREAS, it is necessary and essential for the economic welfare of the City that it borrow from time to time not more than the sum of $2, 500 , 000 , to be used for the purpose of temporarily financing the Project; and WHEREAS , the temporary financing shall be represented by Public Improvement Bond Anticipation Notes , Series 1982 (the "Notes" ) ; and WHEREAS, the borrowing of said $2 , 500 , 000 by the City in anticipation of the issuance of the Bonds and the issuance of the Notes for all such moneys so borrowed is authorized by Section 215. 431, Florida Statutes , and the $2, 500 , 000 to be borrowed is within the authorized maximum amount of said Bonds and shall be paid within the period prescribed in said Section 215. 431, Florida Statutes , NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, that: SECTION 1. AUTHORIZATION OF NOTES. For the purpose of -2- temporarily financing the cost of the Project, as provided in the Resolution, there are hereby authorized to be issued and sold Notes from time to time in an aggregate principal amount of $2, 500, 000. SECTION 2. DESCRIPTION OF NOTES. The Notes shall be dated on the respective dates of the issuance and delivery thereof; 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, by check or draft of the City mailed first class mail, postage prepaid, to each registered owner at the address shown on the registration books to be kept by the Registrar (hereinafter mentioned) ; shall mature, subject to earlier redemption or prepayment, on October 5, 1983 ; shall be numbered consecutively from BAN-1 upwards; shall be subject to redemption at the option of the City, without premium or penalty, in whole or in part at any time and from time to time upon ten (10) days ' written notice to the holder of the Note to be redeemed, upon payment of the principal amount to be redeemed , plus unpaid interest accrued to the date fixed for redemption, partial redemptions to be made pro-rata to all registered owners of the Notes outstanding at the time of such redemption. SECTION 3. REGISTRATION OF NOTES. Books for the registration and for the transfer of the Notes shall be kept at the office of the City Finance Director , as Registrar , or such other registrar as may subsequently be appointed by the City Commission. The execution by the City of any Note in the denomination of $1, 000 or any integral multiple thereof shall constitute 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 -3- 7 paid with respect thereto. The Registrar shall not be required to transfer any Note during the period of fifteen (15) 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 the principal of and 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 4. EXECUTION OF NOTES . The Notes 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 Notes , 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 Notes shall cease to be such officer of the City before the Notes so signed and sealed shall have been actually sold and delivered , such Notes may nevertheless be sold and delivered , as herein provided , and may be issued as if the person who signed or sealed such Notes had not ceased to hold such office. Any Note may be signed and sealed on behalf of the City by such person who at the actual time of the execution thereof shall hold the proper office in the City although at the date of such Notes such person may not have held such office. SECTION 5. FORM OF NOTES. The Notes shall be in substantially the following form: -4- No. BAN- $ UNITED STATES OF AMERICA STATE OF FLORIDA, COUNTY OF DADE CITY OF MIAMI BEACH PUBLIC IMPROVEMENT BOND ANTICIPATION NOTE SERIES 1982 KNOW ALL MEN BY THESE PRESENTS that the City of Miami Beach (the "City) , Dade County, Florida, a political subdivision of the State of Florida, for value received hereby promises to pay to the registered owner hereof , solely from the sources of payment hereinafter specified , the sum of Dollars ($ ) in lawful money of the United States of America on October 5 , 1983, and from said sources to pay interest hereon, but only from said sources of payment, at the rate of Seven and One-half percent (7 1/2%) per annum, payable semiannually on the first days of April and October in each year , commencing October 1, 1982, by check or draft mailed to the registered owner hereof at his address as it appears on the registration books for the notes of the series of which this note is one , kept by the City Finance Director , as Registrar , or any successor Registrar . The principal hereof is payable at the office of the City Finance Director , at maturity or earlier redemption or prepayment , upon presentation and surrender hereof , or in the case of a partial prepayment or redemption, upon proper notation of the amount prepaid on the prepayment grid inscribed hereon. The principal hereof may be prepaid at the option of the City without premium or penalty, in whole or in part at any time and from time to time upon ten (10) days ' written notice to the registered owner hereof , upon payment of the principal amount to be prepaid together with unpaid interest accrued to the date fixed for prepayment. This note is one of an authorized issue of notes (the "Notes" ) issued or authorized to be issued in the aggregate principal amount of $2 , 500 , 000 , each of like tenor , except for -5- principal amount , date of issuance and note number , under and pursuant to Resolution No. 82- 16948 of the City (the "Resolution" ) duly adopted March 17, 1982, in anticipation of the issuance by the City of its Public Improvement Bonds (the "Bonds" ) authorized to be issued under and pursuant to a resolution duly adopted February 7 , 1979 , as amended March 7 , 1979 and further amended March 17, 1982 (the "Bond Resolution" ) , for the purpose of paying the cost of certain public improvements in the City of Miami Beach, Florida, under the authority of and in full compliance with the Constitution and statutes of the State of Florida, including Chapter 100 , Florida Statutes , and the City Charter , being Chapter 7672 of the Laws of Florida, Acts of 1917, and Acts amendatory thereof and supplemental thereto, and pursuant to the approval of the qualified electors residing in said City at an election duly called and held , pursuant to a resolution duly adopted . The principal of this note is payable solely from the proceeds of the issuance and sale of the Bonds by the City and the interest is payable from the general revenues of the City, including unlimited ad valorem taxes on all taxable property in the City. As provided in the Resolution, in the event that the City is unable , on or prior to the maturity date hereof , to sell the Bonds under the terms and conditions of the Bond Resolution, or under the terms of any other resolution hereafter adopted by the City Commission, the registered owner hereof has covenanted and agreed to accept Bonds in a principal amount equal to the then outstanding principal amount hereof in exchange for and in full payment of the obligation of the City to pay the principal hereof when due. Said Bonds shall bear interest and mature as set forth in the Bond Resolution. It is hereby certified and recited that all acts , conditions and things required by the Constitution and Laws of the State of Florida and the proceedings authorizing the issuance hereof , to exist , to have happened and to have been performed precedent to and in the issuance of this note do exist , have -6- (Form of Prepayment Grid) PREPAYMENT GRID The registered owner of this note hereby certifies that, on the date or dates indicated below, prepayment of that portion of the principal amount indicated below, together with unpaid interest accrued to the said date , was paid to said registered owner by or on behalf of the City of Miami Beach, Florida: Date of Amount of Signature on behalf Prepayment Prepayment of Registered Owner • • SECTION 6 . SECURITY FOR AND PAYMENT OF NOTES. The principal of and interest on the Notes are secured by and payable from the proceeds of the sale of the Bonds ; and the interest on the Notes is further secured by and payable from the general revenues of the City, including unlimited ad valorem taxes on all taxable property in the City. Said proceeds of the Bonds and general revenues are hereby pledged for such purposes . Without further authorization than is herein contained , the Finance Director of the City is hereby authorized and directed to pay the principal of and the interest on the Notes from the aforesaid sources of payment. SECTION 7 . ISSUANCE OF NOTES AND APPLICATION OF NOTE PROCEEDS. In accordance with the provisions of the Note Purchase Agreement , hereinafter mentioned (the "Purchase Agreement" ) , the Notes shall be issued from time to time only as necessary to pay the costs of the Project when and as the same become due and payable . The lenders under the Purchase Agreement shall agree to disburse funds upon not more than ten (10) days ' written notice from the office of the City Finance Director that moneys are necessary to pay such costs and upon issuance by the City of Notes in an aggregate principal amount equal to such disbursement . The proceeds of such disbursements shall be applied only to payment of the costs of the Project, -8- including costs and expenses of the issuance of the Notes . SECTION 8 . COVENANT TO ISSUE BONDS; EXCHANGE OF NOTES FOR BONDS. The City hereby covenants and agress to take all action necessary to cause the Bonds to be issued in a timely manner such that the proceeds thereof may be applied to the full payment of the Notes at maturity. In the event that the Bonds cannot be issued , because of lack of a market therefore or for any reason other than failure of the City to properly offer the same for sale , the registered owners of the Notes have agreed in the Purchase Agreement that they shall accept, in exchange for and in full payment of the Notes , Bonds bearing interest, maturing and otherwise conforming to the provisions of the Bond Resolution, as in effect on the date hereof, or as hereafter amended with the consent of all of the the lenders . SECTION 9 . ARBITRAGE CERTIFICATION OF NOTES. The Finance Director of the City (who is an officer charged, along with others, with the responsibility for the issuance of such Bonds) is authorized to sign all documents necessary or helpful in the issuance of the Notes including , inter alia, 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 10 . AUTHORIZATION OF NEGOTIATED SALE OF NOTES. The Notes are to be sold at a negotiated private sale as permitted by Section 215. 431 of the 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 now owing and soon to be due and owing for the acquisition and construction of the Project ; therefore, it is necesary and in the best interest of the City that the Notes be sold at private rather than public sale. SECTION 11. SALE OF NOTES . The City Finance Director is -9- hereby authorized and directed on behalf of the City to negotiate, with such banks , lending institutions or other parties as he, in his sole discretion, may deem appropriate and in the best interests of the City (the "Lenders") and the City Attorney is authorized and directed to prepare , or to cause to be prepared , a Note Purchase Agreement (the "Purchase Agreement") between the City, as borrower and issuer of the Notes , and the Lenders , reflecting the terms and conditions upon which the Notes shall be issued to the Lenders ; provided, however , that the terms of the Purchase Agreement shall be consistent in all respects with the provisions of this Resolution. The Mayor is authorized and directed to execute the Purchase Agreement on behalf of the City and the City Clerk is authorized and directed to affix the seal of the City thereto, to attest the same and to deliver the Purchase Agreement to the Lenders on behalf of the City. SECTION 12. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants, agreements, or provisions of this Resolution should be held to be contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or be held to be against public policy, or shall for any reason whatsoever be held to be 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 all the other provisions of this Resolution or of the Notes issued hereunder . -10- SECTION 13. INCONSISTENT RESOLUTIONS. All resolutions or parts of resolutions in so far as they are inconsistent herewith are hereby rescinded. SECTION 14. EFFECTIVE DATE. This resolution shall take effect upon its passage in the manner provided by law. PASSED AND ADOPTED this 27th day of January, 1981. (Signed) Murray Meyerson Mayor ATTEST: (Signed) Elaine Matthews City Clerk (SEAL) -11- L e t U1 v U 4-I 4-1 •r-1 114 O O r-1 CI) 4J Z ,In 4--i O In O 4.1 0 cd O 4-1 0 0 0 P4 00 ,-1 O 4_) O O •H cd 4) a N U H O G 10 • U r- •H U 4-1 R1 0 •r{ rH U) G cci U {y O P CU RS a•r1 CO N 4-1 U) N �+ P •r1 4.1 1-1 U V) 11 CO U) U � U) 1~ � t~ U) G <c U) 0:1 0 CU 0 v �+ "0 E •H U N z -r-1 -0a o ,` CU 3w 0 0 z 4-1 4-1 O as 4-1 r-I O 1-4 H CO O J L4 a Cr) E H 0 « 0 O •H U) O •r..1 0_J 0 E t'. G' U 1_ 4 r-I 0 •r1 U) Lr) N 0 •r1 0 cU CU Cf) 4) ^ > •H S•1 FQ .f.' .41 W 0 'b N O 4-1 P, 4-4 •r1 pa •1-1 •r1 Cn- N (Ti 1J a E Ua0 5 0 U 0 $.4 0 1 a•r1 •r1 • N 0 UIS CU •TH OINU � 0 U N r-I • r1 O '' a 4 N 3 ja •HH H Q