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82-17191 0 RESOLUTION NO. 82- 17191 A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $18, 000, 000 PRINCIPAL AMOUNT OF JUSTICE CENTER BOND ANTICIPATION NOTES IN ANTICIPATION OF THE ISSUANCE OF $18, 000, 000 PRINCIPAL AMOUNT OF CITY OF MIAMI BEACH, FLORIDA, JUSTICE CENTER BONDS, SERIES 1983, FOR THE PURPOSE OF FINANCING ALL OR A PORTION OF THE COST OF THE ACQUISITION OF LAND AND THE CONSTRUCTION AND FURNISHING OF A JUSTICE CENTER THEREON; PROVIDING FOR THEIR TERMS AND PAYMENT AND THE RIGHTS, SECURITY AND REMEDIES OF THE HOLDERS THEREOF; AND AWARDING THE NOTES. WHEREAS, by resolution duly adopted on September 16, 1981, (the "Election Resolution" ) the City Commission of the City of Miami Beach, Florida (the "Commission" ) , ordered and provided for a special bond election to be held on November 3, 1981, within the City of Miami Beach, Florida (the "City" ) , on the question of the issuance of the City' s general obligation bonds in the principal amount of $18,000, 000 for the municipal purpose of financing all or a portion of the cost of the acquisition of land and the construction and furnishing of a Justice Center thereon, said Justice Center to contain a police station, jail, courtroom, and facilities related to the foregoing (the "Project") ; and WHEREAS, pursuant to the Constitution and statutes of the State of Florida, the question of the issuance of $18, 000, 000 principal amount of bonds, for the purpose of financing the cost . of the Project was duly submitted to the qualified electors residing in the City at an election held on November 3, 1981, and at said election the issuance of said $18, 000, 000 principal amount of Bonds to finance the cost of the Project was duly approved by a majority of the votes cast in said election; and WHEREAS, by resolution duly adopted on November 18, 1981, (the "Resolution") , the Commission, authorized the issuance of $18, 000, 000 principal amount of Justice Center Bonds, (the "Bonds") to finance the cost of the Project, said Bonds to be payable from and secured by a levy of ad valorem taxes without limitation as to rate or amount on all the taxable property within the City sufficient in amount to pay the principal of and interest on said Bonds as the same shall mature and become due, which taxes shall be collected as other City taxes are collected; 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 $18,000, 000 to be used for the purpose or temporarily financing the Project; and WHEREAS, the temporary financing shall be represented by Justice Center Bond Anticipation Notes , Series 1982 (the "Notes") ; and WHEREAS, the borrowing of not more than the sum of $18, 000, 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 sum 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; -2- 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 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 not exceeding $18, 000, 000. SECTION 2. DESCRIPTION OF NOTES. The Notes shall be dated on the respective dates of the issuance and delivery thereof (which shall be imprinted, written or stamped thereon by the Mayor or City Clerk, when issued and delivered) ; shall be issued in fully-registered form in the denomination of $1, 000 each, or any multiple thereof; shall be numbered consecutively from BAN-1 upwards; shall mature on such date (not later than November 3, 1986) ; and shall bear interest at such rate (not exceeding the maximum rate permitted by law) as shall be determined by subsequent resolution of the Commission. Interest due on and prior to the maturity of the Notes, 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 registration books to be kept by the Registrar (hereinafter mentioned) ; principal of said Notes shall be payable at a bank or banks to be designated by the Commission prior to the issuance thereof. Any and all 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 Commission adopted on or prior to the date of sale thereof. -3- SECTION 3. REGISTRATION OF NOTES. Books for the registra- tion and for the transfer of the Notes 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 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 a noteholder desiring to transfer any Note shall pay any tax or other governmental charge 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 dis- charge 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 -4- 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: No. BAN- $ UNITED STATES OF AMERICA STATE OF FLORIDA, COUNTY OF DADE CITY OF MIAMI BEACH JUSTICE CENTER 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 November 3, 1986, and from said sources to pay interest hereon, but only from said sources of payment, at the rate of percentum ( %) per annum, payable semiannually on the first days of and in each year, commencing 1, 198 , by check or draft mailed to the registered owner hereof at his -5- address as it appears on the registration books for the notes of the series of which this note 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. (Insert Redemption Provision Determined by Subsequent Resolution) . This note is one of an authorized issue of notes (the "Notes") issued or authorized to be issued in an aggregate principal amount not exceeding $18, 000, 000 each of like tenor , except for principal amount, date of issuance and note number , under and pursuant to Resolution No. 82- of the City (the "Resolution" ) duly adopted November 17, 1982, in anticipation of the issuance by the City of its Justice Center Bonds, Series 1983 (the "Bonds") authorized to be issued under and pursuant to a Resolution No. 81-16842 duly adopted by the City Commission November 18, 1981 (the "Bond Resolution") , for the purpose of paying the cost of certain municipal improvements in the City of Miami Beach, Florida, under the authority of and in full com- pliance 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 pur- suant to the approval of the qualified electors residing in said -6- City at an election duly called and held, pursuant to a reso- lution 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. 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 happened and have been performed as so required. IN WITNESS WHEREOF, the City of Miami Beach, a political subdivision of the State of Florida, has caused this note to be signed by its Mayor either manually or with his facsimile signature, and the seal of said City to be affixed hereto or imprinted or reproduced hereon, and attested by the City Clerk, either manually or with his facsimile signature, and this note to be dated the day of , 19 . Mayor • (SEAL) Attest: City Clerk (Provision for Registration) This note has been registered as to principal and interest -7- 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 Registrar with full power of substitution in the premises. Dated , 19 _. (L.S. ) In the presence of: Witnesses 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 are 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 -8- 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. 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, 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 agrees 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. 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 Justice Center 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 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 -9- 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 9. ARBITRAGE CERTIFICATION OF NOTES. The Finance Director is authorized to sign all documents necessary or helpful in the issuance of the Notes including, inter alia, a certifi- cate , 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 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 necessary and in the best interest of the City that the Notes be sold at private rather than public sale. SECTION 11. 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 percentum (67%) or more in principal amount of the Notes then -10- 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 consent 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 that the City provides for the payment of the Notes herein authorized from other available money. 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 -11- other provisions of this Resolution or of the Notes issued here- under. SECTION 13. INCONSISTENT RESOLUTIONS. All resolutions or parts of resolutions in so far as they are inconsistent herewith are hereby rescinded. SECTION 14. DIRECTION TO PROCEED. Morgan, Lewis & Bockius, appointed Bond Counsel pursuant to Section 9 of the Election Resolution and Dean Witter Reynolds, Inc. , designated Financial Consultant pursuant to Section 10 of the Election Resolution, are hereby directed to take such action and prepare such documentation as each of them deems necessary to assist the City in effecting the sale and issuance of the Notes as expeditiously as possible. SECTION 15. EFFECTIVE DATE. This resolution shall take effect upon its passage in the manner provided by law. PASSED AND ADOPTED this 17th day of November , 1982. 00"- Mayor ATTEST: f N(e City Clerk [SEAL] By e,46..i,,— -12- 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 17th day of November , 1982. WITNESS my Hand and Official Seal this /114, day of )i0- 4i --1 , 1982 in the City of Miami Beach, Florida. -Qe“-„e- a-4-7 City Cler (SEAL) -13-