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Resolution 81-16842 RESOLUTION NO. 81-16842 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH , FLORIDA, AUTHORIZING THE ISSUANCE OF NEGOTIABLE COUPON BONDS IN THE SUM OF $18 ,000 ,000 FOR THE PURPOSE OF FINANCING 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, AUTHORIZED AT AN ELECTION HELD ON NOVEMBER 3, 1981. WHEREAS, the City Commission of the City of Miami Beach, Florida, on the 16th day of September , 1981, adopted Resolution No. 81-16779 , deeming it advisable and in the best interest of the City to issue negotiable coupon bonds in the sum of Eighteen Million Dollars ($18 , 000, 000) for the municipal purpose of financing 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" ) , subject to the authorization of the duly registered and qualified voters of said City therein participating in the election to be held on November 3, 1981; and WHEREAS , the said City Commission on November 4, 1981, can- vassed the returns of the aforesaid election and found that the issuance of said bonds in the aggregate amount of $18 ,000 ,000 had been approved, by a majority of the votes cast in said election, in which the qualified electors residing in said City parti- cipated, 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 Res- olution, bonds of the City to be known as Justice Center Bonds , herein sometimes referred to as "Bonds" , are hereby authorized to be issued in the aggregate principal amount of not exceeding 7 Eighteen Million Dollars ($18 ,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 coupon form; shall be payable with respect to both principal and interest in lawful money of the United States of America, at a bank or banks to be designated by the City prior to the issuance thereof, and shall bear interest from their date , payable in accordance with and upon surrender of the appurtenant interest coupons as they severally mature. SECTION 3. EXECUTION OF BONDS AND COUPONS. 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 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 neverthe- less be sold and delivered, as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased -2- 1 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 exe- cution 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. The coupons attached to the Bonds shall be executed with the facsimile signatures of any present or future Mayor and City Clerk of the City. The City may adopt and use for such purposes the facsimile signature of any person who shall have been such Mayor or City Clerk at any time on or after the date of the Bonds, notwithstanding that he may have ceased to be such officer at the time such Bonds shall be actually sold and delivered. The validation certificate appearing on said Bonds shall be executed with the facsimile signature of the Mayor . SECTION 4. NEGOTIABILITY AND REGISTRATION. The Bonds issued hereunder shall be and shall have all of the qualities and incidents of negotiable instruments under the law merchant and the laws of the State of Florida, and each successive holder , in accepting any of said Bonds or the coupons appertaining thereto, shall be conclusively deemed to have agreed that such Bonds shall be and have all of the qualities and incidents of negotiable instruments under the law merchant and the laws of the State of Florida. The Bonds may be registered at the option of the holder as to principal only at the office of the City Clerk, as Registrar , or such other registrar as may be subsequently appointed, such registration to be noted on the back of the Bonds in the space provided therefor . After such registration as to principal only, no transfer of the 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 -3- registrar , and similarly noted on the Bonds , but the 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 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. SECTION 5. FORM OF BONDS. The form of the Bonds , coupons and registration endorsement, as well as the manner of execution of Bonds and coupons and certificate of validation shall be sub- stantially as follows: Bond No. $5,000. 00 UNITED STATES OF AMERICA STATE OF FLORIDA, COUNTY OF DADE CITY OF MIAMI BEACH JUSTICE CENTER BOND SERIES 1982 The purpose of this bond issue is to finance the acquisition of land and the construction and furnishing of a Justice Center building thereon, said Justice Center to contain a police station, jail, courtroom, and facilities related to the fore- going . 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 , 19 , the principal sum of FIVE THOUSAND DOLLARS with interest thereon at the rate of percent ( %) per annum, payable semiannually, 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 Bank 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 -4- I 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 various costs incurred in connection with a Justice Center , in the City of Miami Beach, Florida, as stated in the caption hereof and more particularly described in Resolution No. 81-16779 of the City Commission of said City, passed and adopted on September 16, 1981, 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 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, 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 endorsement on the back hereof by the Registrar , after which this bond shall be transferable 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 regis- trations 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 (the "Bond Resolution" ) , 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 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, if not registered as to principal, 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 and re- demption premium (if any) due hereon, and for all purposes other than to receive payment of interest represented by outstanding coupons, and may deem and treat the bearer of each coupon apper- taining hereto as the absolute owner thereof for the purpose of receivng payment therfor , 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 -5- 7 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 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, suffi- cient 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 limitation 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 thereon and the interest coupons attached hereto to be signed with the facsimile of the signature of said Clerk, all as of the day of , 19 Mayor City Clerk COUPON No. $ On , 19 , the City of Miami Beach, Florida, will pay to the bearer at Bank, the sum of Dollars in lawful money of the United States of America, as provided in and for the interest then due on its Justice Center Bond, Series 1982 dated 1, 19 , and numbered 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 -6- 1 ENDORSEMENT CONCERNING REGISTRATION It is hereby certified that the within bond is registered as to principal, as follows : Date of Registration Name of Registered Owner Registrar SECTION 6. 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 with all unmatured coupons attached of like tenor as the Bond and attached coupons, if any, so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Bonds, upon surrender and cancellation of such mutilated Bond and attached coupons, if any, or in lieu of and substituion for the Bond 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 Bonds and coupons so surrendered shall be cancelled by the Registrar . If any such Bonds or coupons shall have matured or be about to mature, instead of issuing a substitute Bond or coupons , the City may pay the same, upon being indemnified as aforesaid, and if such Bond or coupon be lost , stolen or destroyed without surrender thereof. Any such duplicate Bonds and coupons issued pursuant to this section shall constitute original, additional contractual obli- gations on the part of the City whether or not the lost, stolen or destroyed Bonds or coupons be at any time found by anyone, and such duplicate 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, as hereinafter pledged, to the same extent as all other obligations and coupons issued here- under . -7- 1 SECTION 7. 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 col- lected. Moneys in 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 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 8. 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 represen- tation 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 9. VALIDATION. That the Attorney for the City of Miami Beach is hereby authorized and directed to proceed in the -8- name of said City to have said Bonds validated by the Circuit Court of Dade County, Florida. SECTION 10. EXECUTION. That the Mayor and City Clerk are hereby authorized and directed to execute said Bonds under the seal of said City, a 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 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 11. APPLICATION OF BOND PROCEEDS. The proceeds received upon the sale of said Bonds (except an amount equal to the interest accrued on the Bonds, which shall be deposited in the Sinking Fund and used to pay such interest) shall be depos- i ited 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 principal 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 obli- -9- gated 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 12. MODIFICATION OR AMENDMENT. No material modi- fication 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 out- standing; 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 principal 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 modifications or amend- ments , without the consent of the holders of all of the Bonds . Section 13. SEVERABILITY OF INVALID PROVISIONS. If any one or more of the covenants , agreements , or provisions of this Re- solution 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 he 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 Re- solution or of the Bonds or coupons issued thereunder . SECTION 14. EFFECTIVE DATE. That this Resolution shall be in force and effect immediately upon its adoption. -10- PASSED and ADOPTED this 18th day of November , 1981. May r Attest: /dia.,/ GLS!%�ii(.v C 'ty Clerk STATE OF FLORIDA COUNTY OF DADE: z .,n„Q , City Clerk of the City of Miami Beach, Florida, do hereby certify that the above and foregoing is a true 42. and correct copyof Resolution No. �� , duly y passed and adopted by the City Commission of the City of Miami Beach at a regular meeting duly held and convened on the 18th day of November , 1981, 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 If day of 17/)..Lr�,.t.,,,/ , 1981. 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