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RESOLUTION 84-17652 RESOLUTION NO. 84-17652 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHO- RIZING THE ISSUANCE OF BOND ANTICIPATION NOTES IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1, 000 , 000 FOR THE PURPOSE OF FINANCING STRUCTURAL AND ACOUSTICAL ADDITIONS , RENOVATIONS AND IMPROVEMENTS TO THE THEATER OF THE PERFORMING ARTS, AUTHORIZING THE NEGOTIATED SALE OF SAID NOTES , SETTING AN INTEREST RATE FOR SUCH NOTES , AWARDING SAID NOTES TO THE PU R- CHASER[S 1 THEREOF, AUTHORIZING OTHER RELATED ACTION AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission (the "Commission" ) of the City of Miami Beach, Florida (the "City" ) , on the 20th day of a July, 1983 , adopted Resolution No. 83-17421, deeming it advisable and in the best interest of the City to issue general obligation bonds in an aggregate amount not to exceed Twenty-Two Million Dollars ($22, 000 , 000) for the municipal purpose of financing structural and acoustical additions, renovations and improvements to the Theater of the Performing Arts (the "Project" ) , subject to the authorization of the duly registered and qualified voters of said City participating in the election to be held on November 1, 1983 ; and WHEREAS, the Commission on November 2 , 1983 canvassed the returns of the aforesaid election and found that the issuance of said bonds in an aggregate principal amount not to exceed $22 , 000 , 000 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 ; and WHEREAS , the Commission on November 16 , 1983 adopted Resolution No. 83-17557 (the "Bond Resolution" ) authorizing the issuance of said general obligation bonds in an amount not to exceed Twenty-Two Million Dollars ($22 ,000 , 000) for such purpose (any and all of said bonds to be issued under and pursuant to Resolution No. 83-17557 being referred to herein as the "Bonds" ) ; and WHEREAS , it is now necessary and desirable to issue bond anticipation notes for the purpose of providing monies to partially finance the Project until the Bonds may be issued, sold and delivered to the purchasers thereof. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: SECTION 1. DEFINITIONS. All capitalized terms contained in this Note Resolution shall have the same meanings as are ascribed thereto in the Bond Resolution, unless such terms are otherwise defined herein. SECTION 2. AUTHORIZATION AND TERMS 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 the City of Miami Beach, there is hereby authorized to be issued and sold from time to time $1, 000 , 000 aggregate principal amount of the City' s bond anticipation notes, to be designated "Bond Anticipation Notes, (Theater of the Performing Arts Project) , Series 1984A" (the "Notes" ) for the purpose of temporarily financing a portion of 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 only in the denomination of $100, 000 each, or any integral multiple thereof; shall be numbered from one (1) upward in consecutive order of their issuance ; shall bear interest at the rate of six and seventy-five one hundredths percent (6. 75%) per annum payable at maturity, unless such Notes shall have called for earlier redemption, in which case interest accrued to the date of such earlier redemption shall be paid on the date of such earlier redemption; shall be dated March 14, 1984 and shall mature on September 14, 1984; and shall otherwise be issued in such form and under such further terms and conditions as shall be stated herein and in said Notes. The Notes shall be payable in lawful money of the United States of America as to both principal and interest at the office of the Finance Director of the City. -2- The Notes shall be executed on behalf of the City by the manual or facsimile signature of the Mayor or Vice-Mayor, and its seal or a facsimile thereof shall be affixed or imprinted thereon and attested by by the manual or facsimile signature of the City Clerk or any Deputy Clerk. If any of the officers who shall have signed any of the Notes or whose facsimile signature shall be upon the Notes shall cease to be such officer of the City before the Notes so signed and sealed are issued and delivered, such Notes nevertheless may be issued and delivered with the same force and effect as though the person or persons who signed such Notes or whose facsimile signature shall be upon the Notes had not ceased to be such officer or officers of the City; and also any such Notes may be signed on behalf of the City by those persons who, at the actual date of the execution of such Notes, shall be the proper officers of the City, although at the nominal date of such Notes any such person shall not have been such officer of the City. SECTION 3. 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 and are hereby pledged for such purposes. SECTION 4. APPLICATION OF NOTE PROCEEDS. The City shall create and establish a construction fund to be held separate and apart from all other monies of the City and the proceeds received upon the sale of said Notes shall be deposited into such construction fund and said Note proceeds shall be held, invested pending in their disbursement, and expended and dis- bursed solely for the purposes, in such manner and subject to such conditions as are set forth in the Bond Resolution for the holding, investment, expenditure and disbursement of Bond pro- ceeds. Upon issuance of the Bonds, any monies or investments on deposit to the credit of said construction fund shall be deposited to the credit of the Construction Fund created and established pursuant to the Bond Resolution. SECTION 5. FORM OF NOTES . The form of the Notes, as well as the manner of execution of the Notes, and assignment, shall be substantially as follows: CITY OF MIAMI BEACH, FLORIDA BOND ANTICIPATION NOTES (THEATER OF THE PERFORMING ARTS PROJECT) , SERIES 1984 Registered Owner : Miami Beach, Florida, a political subdivision of the State of Florida (the "City" ) , for value received, hereby promises to pay to the registered owner hereof on September 14, 1984, unless this Note shall have been called for earlier redemption and payment of the redemption price shall have been duly made or provided for , upon surrender hereof, the principal hereof and to pay to the registered owner hereof interest from March 14, 1984 , until payment of said principal sum has been made or provided for , at the rate of six and seventy-five one hundredths percent (6. 75%) per annum (calculated on the basis of a 365 day year and actual number of days elapsed) . The principal of and interest on this Note are payable at the office of the Finance Director of the City of Miami Beach, City Hall, 1700 Convention Center Drive, Miami Beach , Florida, as Paying Agent, or at the duly designated office of any duly appointed alternate or successor paying agent . The principal of and interest on this Note shall be paid in any coin or currency of the United States of America which, at the time of payment , is legal tender for the payment of public and private debts. This Note is a limited obligation of the City, the principal of which is payable solely from the proceeds of bonds to be issued under Resolution No. 83-17557 (the "Bond Resolution" ) adopted by the City Commission of the City of Miami Beach (the "City Commission" ) on November 16, 1983, and the interest on which is secured by and payable from the proceeds of said bonds and the general revenues of the City, including unlimited ad valorem taxes on all taxable property in the City. This Note is one of a series of said Notes limited to $_1, 000, 000 in aggregate principal amount, each of like tenor (except as to number and amount) , issued by said City pursuant to a note resolution (the "Note Resolution" ) adopted by the City Commission on March 14, 1984, and is issued in anticipation of the issuance of bonds heretofore authorized under and pursuant to the Bond Resolution for the purpose of financing the Project and 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 such Bonds have 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 Note shall be subject to redemption prior to maturity at the option of the City on any date, at the principal amount hereof , without premium, plus interest accrued to the date of such redemption, upon five (5) days ' written notice to the registered owner hereof at the last address shown on the hereinafter mentioned registration books of the City. If less than all of the Notes are to be redeemed, the particular notes to be redeemed shall be selected by lot. If the City deposits with the Paying Agent funds evidenced by moneys or government obligations the principal of and interest on which, when due, will be sufficient to pay the principal of any Notes, by call for redemption, or otherwise, together with interest accrued to the due date , in accordance with the terms of the Note Resolution, interest on such Notes will cease to accrue on the due date or earlier redemption date , and thereafter the holders will be restricted to the funds so deposited as provided in the Note Resolution. This Note is transferable as provided in the Note Resolution only by the registered owner hereof or his duly authorized attorney at the office of the City Clerk of the City, who has been duly appointed by the City as registrar for the Notes (the "Registrar" ) , upon surrender of this Note , accompanied • by a duly executed instrument of transfer in form and with guaranty of signature satisfactory to the Registrar . Upon such surrender , a new fully-registered Note of the same tenor and in the same aggregate amount will be issued to and in the name of the transferee. The City, the Registrar and the Paying Agent may deem and treat the person in whose name this Note is registered, as the absolute owner hereof for the purpose of receiving payment of , or on account of , the principal of and interest on and for all other purposes, and neither the City, the Registrar nor the Paying 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 Note 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 total indebtedness of said City, including this Note , does not exceed any constitutional or statutory limitation thereof. IN WITNESS WHEREOF, the City of Miami Beach, Florida has caused this Note to be executed in its name and on its behalf by the manual or facsimile signature of its Mayor or Vice-Mayor and its seal or a facsimile thereof to be affixed or imprinted hereon and attested by the manual or facsimile signature of its City Clerk or any Deputy City Clerk and has caused this Note to be dated March 14, 1984. CITY OF MIAMI BEACH, FLORIDA By MAYOR [SEAL] Attest: [DEPUTY] CITY CLERK ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Please print or typewrite name and address of transferee) the within Note , and all rights thereunder , and hereby irrevocably constitutes and appoints Attorney to transfer the within Note on the books kept for registration thereof , with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within bond in every particular , without alteration or enlargement or any change whatsoever . SECTION 6 . NEGOTIABILITY AND REGISTRATION. The Notes issued hereby shall be and shall have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida, and each successive registered owner , in accepting any of said Notes, shall be conclusively deemed to have agreed that such Notes shall be and have all qualities and incidents of negotiable instruments under the laws of the State of Florida. The City hereby appoints the City Clerk as registrar for the Notes (the "Registrar" ) and there shall be kept by the Registrar books for the registration and transfer of Notes, and the Registrar shall keep such books and make such registrations and transfers under such reasonable regulations as the Registrar may prescribe; and the Registrar shall register or transfer or cause to be registered or transferred thereon, as hereinbefore provided, any Notes, upon presentation thereof at such office. The Notes may be transferred on the registration books required to be kept pursuant to this Section by the registered owner in person or by his duly authorized attorney, by proper written instrument of transfer in form and with guaranty of signatures satisfactory to the Registrar. Upon such surrender a new fully-registered Note of the same tenor and in the same aggregate principal amount will be issued to and in the name of the transferee . Such transfers shall be without charge to the registered owner of the Note, but any taxes or other governmental charges required to be paid with respect to the same shall be paid by the registered owner requesting such transfer as a condition precedent to the exercise of such privilege. Each Note delivered pursuant to any provision of this Note Resolution in exchange or substitution for , or upon the transfer of the whole or any part of one or more other Notes, shall carry all of the rights to interest accrued and unpaid and to accrue which were carried by the whole or such part, as the case may be , of such one or more other Notes, and notwithstanding anything contained in this Note Resolution to the contrary, such Notes shall be so dated or bear such notation, that neither gain -9- nor loss in interest shall result from any such substitution or transfer . The person in whose name any Note shall be registered on the books maintained pursuant to this Section may be deemed and treated as the absolute owner thereof, whether or not such Note shall be overdue, and the City, the Registrar and the Paying Agent shall not be affected by any notice to the contrary; and payment of, or on account of, the principal of and the interest on, such Note shall be made only to such registered owner thereof, but such registration may be changed as provided herein. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum so paid. SECTION 7. NOTE RESOLUTION TO CONSTITUTE CONTRACT. In consideration of the purchase and acceptance of the Notes authorized to be issued hereunder by those who shall hold the Notes from time to time, the Note Resolution shall be deemed to be , and shall constitute , a contract between the City and the holders of the Notes and the covenants and agreements set forth herein to be performed on behalf of the City shall be for the benefit , protection and security of the legal holder of the Notes issued hereunder . SECTION 8. SALE OF NOTES. It is hereby found and determined that due to the size and character of this issue and prevailing market conditions , a negotiated sale is in the best interests of the City. The Notes are hereby sold to Jefferson National Bank, at a price of one hundred percent (100%) of the principal amount thereof , plus accrued interest from March 14, 1984, if any, to the date of such sale. SECTION 9. TAXATION OF INTEREST; ARBITRAGE. The City covenants not to take or cause or permit to be taken, or fail to take or cause or permit to fail to be taken, any action which would result in the interest payable on the Notes being taxable as income to the holders thereof under either the laws of the United States or of the State of Florida, except as to taxes -10- imposed by Chapter 220 , Florida Statutes, on interest , income or profits on debt obligations owned by Corporations, as defined in said Chapter 220 . The principal proceeds of the sale of said Notes shall be devoted to and used with due diligence for the completion of the Project, in accordance with this Note Resolution, the Bond Resolution and any other resolutions adopted by the Commission. The City also certifies and further covenants with the purchasers and holders of the Notes from time to time outstanding that so long as any of the Notes remain outstanding, moneys on deposit in any fund or account in connection with the Notes, whether or not such moneys were derived from the proceeds of the sale of the Notes or from any other sources, will not be used in a manner which will cause such Notes to be "arbitrage bonds" within the meaning of Section I03 (c) of the Code and any lawful regulations promulgated or proposed thereunder. SECTION 10. PARTIES INTERESTED HEREIN. Nothing in this Note Resolution expressed or implied is intended or shall be construed to confer upon, or to give to, any person, other than the City and the holders of the Notes, any right, remedy or claim under or by reason of this Note Resolution or any covenant, condition or stipulation thereof. All the covenants, stipulations, promises and agreements in this Note Resolution contained by and on behalf of the City shall be for the sole exclusive benefit of the City and the holders of the Notes. SECTION 11. SEVERABILITY OF INVALID PROVISION. If any one or more of the provisions, covenants or agreements in this Note Resolution on the part of the City to be performed should be contrary to law, then such provision or provisions, covenant or covenants, agreement or agreements, shall be deemed separable from the remaining provisions, covenants and agreements, and shall in no way affect the validity of the other provisions of this Note Resolution or of the Notes. SECTION 12. NO RECOURSE ON NOTES. No recourse shall be had for the payment of the principal of or interest on the Notes or for any claim based thereon or on the Note Resolution against any official or employee of the City or any person executing the Note . SECTION 13. PARITY BOND ANTICIPATION NOTES . The City, in its sole discretion, by subsequent resolution or resolutions may issue bond anticipation notes, including refunding notes, on a parity with the Notes, provided however , that at no time shall the principal amount of such parity notes together with the Notes exceed $22, 000, 000. SECTION 14. EFFECTIVE DATE. The Note Resolution shall be in force and effect immediately upon its adoption. PASSED AND ADOPTED this 14th day of March 1984. MAYOR ATTEST: CITY CLERK FORM APPRO' LD. LEGALD by ' ALA" • _12- ORIGINAL RESOLUTION NO. 84-17652 (Authorizing the issuance of Bond Anti cipation notes in an Aggregate PrincipL_ Amount not to exceed $1,000,000 for the purpose of financing Structural and Ascoustical Additions, renovations and improvements to the Theater of the Per- forming Arts, authorizing the negotiates sale of said notes, setting an interest rate for such notes, awarding said notes to the purchaser(s) thereof, authoriz- ing other related action and providing an effective date) .1