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82-17188 • RESOLUTION NO. 82-17188 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS IN THE SUM OF $2, 000, 000 FOR THE PURPOSE OF FINANCING IMPROVEMENTS TO THE 21ST STREET COMMUNITY CENTER, INCLUDING, AMONG OTHER THINGS, RENOVA- TIONS TO THE EXISTING BUILDING, CONSTRUCTION OF A NEW BUILDING AND RELATED PARKING FACILITIES, AND CONSTRUCTION OF THE COLLINS CANAL/22ND STREET WALKWAY FROM MERIDIAN AVENUE TO 22ND STREET ALONG COLLINS CANAL AND EASTWARD ALONG 22ND STREET TO THE CITY'S BEACHFRONT PARK AND PROMENADE, AUTHORIZED AT AN ELECTION HELD ON NOVEMBER 2, 1982. WHEREAS, the City Commission (the "Commission" ) of the City of Miami Beach, Florida (the "City") , on the 18th day of August, 1982, adopted Resolution No. 82-17089, deeming it advisable and in the best interest of the City to issue general obligation bonds in the sum of Two Million Dollars ($2, 000, 000) for the municipal purpose of improvements to the 21st Street Community Center , including, among other things, renovations to the existing building, construction of a new building and related parking facilities, and construction of the Collins Canal/22nd Street Walkway from Meridian Avenue to 22nd Street along Collins Canal and eastward along 22nd Street to the City' s Beachfront Park and Promenade (the "Project" ) , subject to the authorization of the duly registered and qualified voters of said City therein . participating in the election to be held on November 2, 1982; 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, 000, 000 had been h approved, by a majority of the votes cast in said election, in which the qualified electors residing in said City participatedy 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: SECTION 1. AUTHORIZATION OF BONDS. Pursuant to the election and subject and pursuant to the provisions of this Resolution, bonds of the City to be known as 21st Street Community Center Bonds, herein sometimes referred to as "Bonds" , are hereby authorized to be issued in the aggregate principal amount of not exceeding Two Million Dollars ($2, 000,000) 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 fully registered form. Interest due on and prior to the maturity of the Bonds, shall be paid by check or draft of the City mailed first class, postage prepaid, to each registered owner at the address shown on the -2- registration books to be kept by the Registrar (hereinafter mentioned) ; principal of said Bonds shall be payable at a bank or banks to be designated by the Commission prior to the issuance thereof. SECTION 3. REGISTRATION OF BONDS. Books for the registration and for the transfer of the Bonds shall be kept at the office of the Finance Director , as Registrar , or such other registrar as may subsequently be appointed. The execution by the City of any Bond in the denomination of $5, 000 or any integral multiple thereof shall constitute full and due authorization of such denomination. No charge shall be made to any bondholder for the privilege of registration, but a bondholder desiring to transfer a Bond shall pay any tax or other governmental charge required to transfer any Bond during the period of fifteen (15) days next preceding any interest payment date of such Bond. The person in whose name any Bond 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 Bond 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 Bond to the extent of the sum or sums so paid. SECTION 4. EXECUTION OF BONDS. 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 -3- 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. SECTION 5. FORM OF BONDS. The form of the Bonds and registration endorsement, as well as the manner of execution of Bonds and certificate of validation shall be substantially as follows: Bond No. $5, 000. 00 UNITED STATES OF AMERICA STATE OF FLORIDA, COUNTY OF DADE CITY OF MIAMI BEACH PUBLIC IMPROVEMENT BOND SERIES 1983 The purpose of this bond issue is to finance various municipal improvements in the City of Miami Beach, Florida. KNOW ALL MEN BY THESE PRESENTS that the City of Miami Beach in the County of Dade and State of Florida, is justly indebted, -4- and for value received, hereby promises to pay 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 semi-annually, on the day of and the day of in each year. Interest is payable by check or draft mailed to the registered owner hereof at his address as it appears on the registration books for the bonds of the series of which this bond is one, kept by the Finance Director, as Registrar, or any successor registrar. The principal hereof is payable at the office of the 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. 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 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 -5- 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 is transferable, only upon the registration books kept for such purpose by the Finance Director as Bond Registrar , upon presentation hereof by the registered owner or his duly authorized attorney accompanied with a written instrument of transfer in the form appearing on this Bond and duly executed by the registered owner or his duly authorized attorney and the notation of such registration endorsed hereon by the Bond Registrar. 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 -6- 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, the Registrar and any paying agent may deem and treat the person in whose name this bond is registered, 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 and neither the City, the Registrar nor any 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 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 consti- tutional 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 bee 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 -7- City, including this bond, does not exceed any constitutional or statutory limitation thereof. 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 thereon, all as of the day of , 198 . Mayor City Clerk 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 PROVISION CONCERNING REGISTRATION It is hereby certified that the within bond is 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, as follows: Date of Registration Name of Registered Owner Registrar -8- (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 Registrar with full power of substitution in the premises. Dated , 198 (L.S. ) In the presence of: Witnesses SECTION 6. 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, and with appropriate omissions, insertions and variations -9- as may be required. The City shall cause the definitive Bonds to be prepared and to be executed and delivered to the Finance Director , and the Finance Director , upon presentation to him of any temporary Bond 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. Until so exchanged, the temporary Bonds shall be entitled in all respects, 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, shall be paid on presentation of such temporary Bonds and notation of such payment shall be endorsed thereon. SECTION 7. 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 of like tenor as the Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bond or in lieu of and substitution for the Bond, 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 so surrendered shall be cancelled by the Registrar. If any such Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the City may pay the same, upon being -10- indemnified as aforesaid, and if such Bond be lost, stolen or destroyed without surrender thereof. Any such duplicate Bonds 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 be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, and hereinafter pledged , to the same extent as all other obligations issued hereunder. 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. Bonds called for redemption shall be cancelled upon the surrender thereof. SECTION 9. REDEMPTION NOTICE. At least thirty (30) days 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 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 -11- 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 escrowed 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, such Bonds shall cease to be entitled to any lien, benefit or security under this Resolution, and the registered owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price 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. APPLICATION OF BOND PROCEEDS. The proceeds received upon the sale of said Bonds (except an amount equal to -12- the interest) shall be deposited into a Construction Fund and used, solely and alone 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 princi- pal 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 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. SECTION 13. 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 -13- Sinking Fund will be required for the purposes stipulated therein. Investments so purchased for the credit of either 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 14 . 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 collected. Moneys on 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 -14- 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 15. ARBITRAGE CERTIFICATION. The Mayor of the City (who is an officer charged along with others, with the responsi- bility 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 representa- tion 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 16. VALIDATION. That 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 17. EXECUTION. That the Mayor and City Clerk are hereby authorized and directed to execute said bonds under the ' seal of said City, and 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 the City Clerk, and that the Mayor, the City Clerk -15- 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 18. 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 princi- pal 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 moodifications or amendments, without the consent of the holders of all of the Bonds. 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 issued thereunder. SECTION 20. EFFECTIVE DATE. That this Resolution shall be -16- in force and effect immediately upon its adoption. r PASSED AND ADOPTED this 17th day o Novembele1982. / / Mayor Attest: City Clerk • —-- .---- v Date /// -17- ga_ ,tl 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 No. 82-17188 , duly passed and adopted by the City Commission of the City of Miami Beach at a regular meeting duly held and convened on the 17th day of November , 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 18th day of November , 1982. )SEAL) City Clerk