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83-17251 RESOLUTION NO. 83-17251 A RESOLUTION OF THE CITYCOM? ISSICN OF THE CITY OF MIAMI BEACH, FLORIDA AMENDING RESOLUTION NO. 74-14263 WHICH AUTHORIZES THE ISSUANCE OF NEGOTIABLE COUPON BONDS IN THE AMOUNT OF $6, 900, 000 (THE "BONDS") , BY AMENDING SAID RESOLUTION, IN ORDER, AMONG OTHER THINGS, TO AMEND CERTAIN PROVISIONS REGARDING ISSUE, MATURITY, REDEMPTION AND FORM OF THE BONDS, AND TO ADD CERTAIN PROVISIONS REGARDING NEGOTIABILITY, TEMPORARY BONDS AND AUTHORIZED INVESTMENTS. WHEREAS, the City Commission (the "Commission") of the City of Miami Beach, Florida (the "City") , on the 6th day of February, 1974, passed and adopted Resolution No. 74-14263 (the "Resolution") authorizing the issuance of negotiable coupon bonds in the amount of Six Million Nine Hundred Thousand Dollars ($6, 900, 000) for various municipal purposes; WHEREAS, the Series 4 Bond described in Section 2 of the Resolution (the "Series 4 Bonds") in the amount of $650, 000 for the purpose of acquiring necessary land, rights-of-way, and the construction of a public street, to be an extension of 16th Street, between Washington and Collins Avenues were never issued (the "Project" ) ; and WHEREAS, the City Commission has determined and does hereby determine that it is in the best interests of the City and its citizens to issue the Series 4 Bonds; and WHEREAS, the Commission has determined and does hereby determine that it is necessary to amend the Resolution, in order, among other things, to amend certain provisions regarding redemption, maturity, issue and form of the Series 4 Bonds, and to add certain provisions regarding negotiability, registration, • temporary bonds and authorized investments ; provided, however , tht such amendment shall affect only the Series 4 Bonds. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that: SECTION 1. Resolution No. 74-14263 of the City Commission of the City of Miami Beach, Florida, passed and adopted on February 6, 1974 be and it hereby is amended by amending Section 1 of said Resolution to provided that the Series 4 Bonds shall be issued bearing the date March 1, 1983. SECTION 2. Section 2 of said Resolution is hereby amended to provide that the Series 4 Bonds shall be known as "16th. Street Bonds" and the maturity schedule with respect to the Series 4 Bonds is hereby deleted. The Series 4 Bonds shall be numbered and bear interest as provided by subsequent resolution adopted by the Commission. SECTION 3. Sections 3 and 4 of the Resolution are hereby amended to provide that such Sections shall not be effective with respect to the Series 4 Bonds. SECTION 4. Said Resolution is hereby amended by adding seven (7) new sections after Section 7 to be designated Sections 8, 9, 10, 11, 12, 13 and 14 and the Section presently designated Section 8 in said Resolution is hereby redesignated Section 15. Said new Sections 8, 9, 10, 11, 12, 13 and 14 shall be effective only with respect to the Series 4 Bonds and shall read as follows: SECTION 8. FORM OF SERIES 4 BONDS. The form of the Series 4 Bonds, coupons and regis- tration endorsement, as well as the manner of -2- execution of Bonds, coupons 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 [Statement of Purpose of Bond] 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 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, 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 (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 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 Chapter 100, Florida Statutes, and other -3- 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. The Bonds shall be redeemable prior to their respective stated dates of maturity, at the option of the City, in whole or in part, in inverse order of maturities, and by lot within maturities (if less than all of the Bonds of any one maturity shall be called for redemption) on , 198 , or on any interest payment date thereafter, at the redemption prices (expressed as percentages of principal amount) , plus accrued interest to he redemption date, as follows: (insert redemption price schedule) Any such redemption, either in whole or in part, shall be made upon at least thirty (30) days ' prior notice by publication and otherwise as provided in Resolution and shall be made in the manner and under the terms and conditions provided in the Resolution. On the date designated for redemption, notice having been published and filed and moneys for pay- ment of the redemption price held by the Fiscal Agent, all as provided in the Reso- lution, 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 such bonds so called for redemption shall cease to accrue, coupons maturing after such date shall be void, such Bonds shall cease to be entitled to any lien, benefit or security under the Resolution and the holders or registered owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. 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 enforcement on the back hereof by the Regis- trar, after which this bond shall be trans- -4- ferable 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 registration 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, 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 outstand- ing; 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. The City and the Fiscal Agent may deem and treat the bearer of this bond, 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 of, interest on and redemption premium (if any) due hereon, and for all other purposes other than to receive payment of interest represented by outstanding coupons, and may deem and treat the bearer of each coupon appertaining hereto as the absolute owner thereof for the purpose of receiving 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 -5- 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 constitutional 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 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 limita- tion 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 signature of said clerk, all as of the day of , 198 . 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 dated fixed for redemption, made or provided for, the City of Miami Beach, Florida, will pay the_ amount shown hereon in -6- lawful money of the United States of America, as provided in and for the interest then due on its Public Improvements Bond, Series 1983 dated 1, 1983 and numbered City Clerk ENDORSEMENT CONCERNING VALIDATION Validated and confirmed by decree of the Circuit Court for the Eleventh Judicial Cir- cuit of the State of Florida, in and for Dade County, on , 198 . (Facsimile signature of Mayor) Mayor -7- ENDORSEMENT CONCERNING REGISTRATION This bond may be registered as to principal in the Bond Registry of said City, notation of such registration to be made hereon by the City Finance Director , or by such other officer or agent as may be desig- nated Registrar by resolution of the governing body of said City and may thereafter be trans- ferred on such register by the registered owner in person, or by attorney, upon the presentation to the Bond Registrar , accom- panied by delivery of a written instrument of transfer in a form approved by the Bond Registrar and executed by the registered owner ; such transfer may be to bearer , after which this bond shall be subject to successive registration and transfer as before. Notwithstanding the registration of this bond, the coupons shall remain payable to bearer and shall be transferable by delivery. Date of Registration Name of Registered Owner Registrar • SECTION 4. NEGOTIABILITY AND REGISTRATION. The Series 4 Bonds issued hereunder 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 holder , in accepting any of said Series 4 Bonds or the coupons appertaining thereto, shall be conclusively deemed to have agreed that such Series 4 Bonds shall be and have all of the qualities and incidents of negotiable instruments under the laws of the State of Florida. The Series 4 Bonds may be registered as to principal only at the option of the holder at the office of the City Finance Director, as Registrar, or such other registrar as may be subsequently appointed, such registration to be noted on the back of the Series 4 Bonds in -8- the space provided therefor. After such registration as to principal only, no transfer of the Series 4 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 Series 4 Bonds, but the Series 4 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 Series 4 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. No charge shall be made to any Bondholder for the privilege of registration and transfer hereinabove granted, but any Bondholder requesting any such registration or transfer shall pay any tax or other governmental charge required to be paid with respect thereto. SECTION 10. SERIES 4 BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case any Series 4 Bond shall become mutilated, or be destroyed, stolen or lost, the City may in its discretion issue and deliver a new Series 4 Bonds with all unmatured coupons attached of like tenor as the Series 4 Bond so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Series 4 Bond and attached coupons, if any, or in lieu of and substitution for the Series 4 Bonds 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 Series 4 Bondss and coupons so surrendered shall be cancelled by the Registrar. If any such Series 4 Bonds or coupons shall have matured or be about to mature, instead of issuing a substitute Series 4 Bond or coupons, the City may pay the same, upon being indemnified as aforesaid, and if such Series 4 Bond or coupon be lost, stolen or destroyed without surrender thereof. Any such duplicate Series 4 Bonds and coupons issued pursuant to this section shall -9- constitute original, additional contractual obligations on the part of the City whether or not the lost, stolen or destroyed Series 4 Bonds or coupons be at any time found by anyone, and such duplicate Series 4 Bonds and coupons 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 and coupons issued hereunder . SECTION 11. TEMPORARY SERIES 4 BONDS. Until definitive bonds are ready for delivery, there may be executed, and the Finance Director shall deliver, in lieu of definitive Series 4 Bonds and subject to the same limitations and conditions, except as to identifying numbers, temporary printed, engraved, lithographed or typewritten Series 4 Bonds in the denomination of Five Thousand Dollars ($5,000) or any multiple thereof, substantially of the tenor hereinabove set forth, with or without coupons, and with or without the privilege of registration as to principal, and with appropriate omissions, insertions and variations as may be required. The City shall cause the definitive Series 4 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 Series 4 Bond accompanied by all unmatured coupons, if any, 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 Series 4 Bond or Series 4 Bonds in the same aggregate principal amount, maturing on the same date and bearing interest at the same rate as the temporary Series 4 Bond surrendered. Upon any such exchange, all coupons appertaining to the definitive Series 4 Bonds and representing interest theretofore paid shall be detached and cancelled by the Finance Director. Until so exchanged, the temporary Series 4 Bonds shall be entitled in all respects, including the privilege of registration if so provided, to the same benefit of this Resolution as the definitive Series 4 Bonds to be issued and authenticated hereunder, and interest on such temporary Series 4 Bonds, when payable, if the definitive Series 4 Bonds with interest coupons shall not be ready for exchange, shall be paid on presentation of such temporary -10- Series 4 Bonds and notation of such payment shall be endorsed thereon or such interest shall be paid upon the surrender of the appropriate coupons if coupons representing such interest shall be attached to such temporary Series 4 Bonds. SECTION 12. REDEMPTION OF SERIES 4 BONDS. The Series 4 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. SECTION 13. 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 News- paper of general circulation or a financial journal published in the Borough of Manhattan, City and State of New York, (b) shall be filed with the Fiscal Agent and any paying agent, and (c) shall be mailed, postage prepaid, to all registered owners of Series 4 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 set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Series 4 Bonds then outstanding shall be called for redemption, the numbers of such Series 4 Bonds. SECTION 14. 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 Series 4 Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Series 4 Bonds on such date, interest on the Series 4 Bonds so called for redemption shall cease to accrue, the coupons for interest thereon payable subsequent to the redemption date shall be void, such Series 4 Bonds shall cease to be entitled to any lien, benefit or security under this Resolution, and the holders or registered owners of such Series 4 Bonds shall -11- have no rights in respect thereof except to receive payment of the redemption price thereof. All unpaid interest coupons which apper- tain to Series 4 Bonds called for redemption and which shall have become payable on or prior to the date of redemption shall continue to be payable to the bearers severally and respectively upon the presentation and surrender of such coupons. Series 4 Bonds called for redemption and all unmatured coupons appertaining thereto shall be cancelled upon the surrender thereof. SECTION 15. SERIES 4 BONDS CALLED FOR REDEMPTION OR PAYMENT PROVIDED THEREFOR NOT OUTSTANDING. Series 4 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 16. INVESTMENT OF BOND PRO- CEEDS. The proceeds of the Series 4 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 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 redemp- tion 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 -12- 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 17. APPLICATION OF SERIES 4 BOND PROCEEDS. The proceeds received upon the sale of said Series 4 Bonds (except an amount equal to interest accrued on the Series 4 Bonds, which shall be deposited in the Sinking Fund and used to pay such 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 Series 4 Bonds shall be deposited into the Sinking Fund and used solely to pay principal and interest on the Series 4 Bonds. The holders of the bonds issued hereunder shall have no responsibility for the use of the proceeds of said Series 4 Bonds, and the use of such Series 4 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 Series 4 Bonds notwithstanding any failure of the City to use and apply such Series 4 Bond proceeds in the manner provided herein. SECTION 18. 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 -13- the Internal Revenue Code of 1954, as amended, and Regulations proposed or promulgated thereunder . Such certificate shall constitute a certificate and representation 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 19. 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 Series 4 Bonds then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity of any Series 4 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 the interest on the Series 4 Bonds as the same shall become due, or reduce such percentage of holders of such Series 4 Bonds, required for consent to such moodifications or amendments, without the consent of the holders of all of the Series 4 Bonds. SECTION 20. 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 Series Bonds or coupons issued thereunder. -14- SECTION 4. That in all other respects, said Resolution No. 74-14263 be and the same is readopted. PASSED AND ADOPTED this 19th day of January, 1983. Mayor Attest: City Clerk 13.?3 Date ___ -15-