RESOLUTION 84-17792 RESOLUTION NO. 84- 17792
A RESOLUTION OF THE CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, AUTHORIZING AN AMEND-
MENT TO AND EXTENSION OF A PROMISSORY NOTE IN
THE ORIGINAL PRINCIPAL AMOUNT OF $3, 000, 000
DATED MAY 6, 1974, AS AUTHORIZED PURSUANT TO
RESOLUTION NO. 74-14312 WHICH WAS AMENDED BY
RESOLUTION NO. 74-14328, WHICH WAS LATER AMENDED
BY RESOLUTION NO. 74-14348 ; PROVIDING FOR THE
PAYMENT OF THE REMAINING BALANCE OF SAID
PROMISSORY NOTE; AMENDING THE RATE OF INTEREST
PAID ON SAID PROMISSORY NOTE; AUTHORIZING THE
MAYOR TO EXECUTE AN AMENDMENT AGREEMENT WITH
RESPECT TO THE FOREGOING; AUTHORIZING OTHER
RELATED ACTION AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of_ Miami Beach, Florida (the "City" )
prior to 1974 instituted condemnation proceedings in the United
States District Court, in and for the Southern District of
Florida, against certain land involved in said proceedings,
entitled City of Miami Beach vs. Charles P. Landt, etc. , et al. ,
being Case No. 73-926-Civ-JLK; and
WHEREAS, the jury impane l l ed to try the issue , found and
returned a verdict of Five Million Two Hundred Sixteen Thousand
Dollars ($5, 216, 000) ; and
WHEREAS , judgment was duly entered for said amount
against the City, and the owners of said parcel of land were
entitled to a further judgment representing attorneys ' fees and
other court costs and charges; and
WHEREAS, the City Attorney, Special Counsel John
Farrell, Mr . S. Z. Bennett, the City' s Real Estate Consultant ,
and the City Manager , at that time recommended that said verdict
and judgment be accepted as final and that no appeal was taken
therefrom; and
WHEREAS , it was determined that the best interests of
the City required the acceptance of said recommendation; and
WHEREAS , the City had set aside funds for the purpose of
acquiring the subject property, but the funds so provided were
insufficient to satisfy and discharge said judgment , and it was
necessary, in order to satisfy and discharge said judgment, and
the lien created thereby, to borrow funds for said purpose , and
WHEREAS, the Miami Beach First National. Bank (now
Flagship National Bank of Miami) made the offer most advantageous
to the City to make such loan, secured by a lien upon the land
which was the subject matter of said condemnation suit; and
WHEREAS, the Miami Beach First National Bank agreed that
the interest rate on said loan would be reduced in the event that
the City agreed that a mortgage on an additional parcel of land
known as Tract "B" , Indian Beach Corporation Subdivision, was
given as further security for said loan; and
WHEREAS, the City Council of the City deemed it to be in
the best interest of the City to obtain such loan from said Miami.
Beach First National Bank in the sum of Three Million Dollars
($3, 000, 000) for a term of ten years , at a rate of interest of 5-
1/4 percent per annum, said loan to be made on the basis of a 20-
year amortization factor , with the annual payments during the
term of said loan of approximately Two Hundred Forty-Three
Thousand Dollars ($243, 000) with the tenth annual payment being
One Million Eight Hundred Eighty-Four Thousand Dollars
($1, 884, 000) , said loan and mortgage to be payable in whole or in
part at any time before maturity without penalty, and adopted
Resolution No. 74-14312, on March 20, 1974, authorizing execution
of a certain promissory note (the "Note") and mortgage secured by
a first mortgage lien on the property acquired in the aforesaid
condemnation proceedings and a second mortgage lien upon Tract
"B" , Indian Beach Corporation Subdivision (which aforementioned
first and second mortgage liens are hereinafter referred to as
the "Mortgage" ) ; and
WHEREAS, on April 3, 1974, the City Council of the City
adopted Resolution No. 74-14328 providing that as and for further
security the City covenanted and agreed to pledge its revenues
from other than ad valorem taxes and to set up and appropriate in
its annual budget and appropriation resolution for expenditure in
each year of the period during which said obligation would be
outstanding and unpaid, amounts from such non-ad valorem tax
revenues sufficient to make the payments called for by said Note
as the same became due and payable and further covenanted and
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agreed that its Finance Director would be authorized and directed
annually to segregate sufficient funds from the City's said non-
ad valorem tax revenues and to pay from such segregated funds all
payments called for by the Note as the same became due and
payable; and
WHEREAS, the City Council of the City on April 17, 1974
adopted Resolution No. 74-14348 amending Resolution No. 74-14328
in order to amend the payment provisions of the Note ; and
WHEREAS, the remaining balance of $1, 883, 410. 41 became
due and payable on June 6, 1984; and
WHEREAS, Flagship National Bank of Miami , the present
holder of the Note, has agreed to an amendment and extension of
the indebtedness evidenced by the Note , and the City has
determined that it is in the best interests of the City and its
inhabitants and taxpayers that the Note be amended and extended.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
SECTION 1. The amendment and extension of the Note, for
a term of five (5) years and at an interest rate equal to seventy
per cent (70%) of the prime rate, from time to time, of Sun Bank
of Miami is hereby authorized , and the Mayor , or in his absence ,
the Vice-Mayor , is authorized and directed to/an ame
Y ndment
agreement evidencing such amendment and extension.
SECTION 2. The Mayor and all officials and officers of
the City are hereby directed to take any and all action and
execute any and all documents necessary to effectuate the purpose
of this resolution.
SECTION 3. This resolution shall be effective
immediately upon its adoption.
PASSED and ADOPTED this 1l th day of July, 1984.
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Mayor
Attest:
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City Clerk LEGPLDLPT.
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OFFICE OF THE CITY ATTORNEY
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F L O R I D A
*kISCORP TED* P.O. BIN 190000
LUCIA ALLEN DOUGHERTY ''��3 ;10 MIAMI BEACH, FLORIDA 33119
CITY ATTORNEY ..
TELEPHONE: 673-7470
July 30 , 1984
Flagship National Bank of Miami
777 Brickell Avenue
Miami , Florida 33131
Re: City of Miami Beach, Florida,
Modification and Extension of
Note and Mortgage in the Current
Outstanding Principal Balance of
$1,883 ,410 . 41
Ladies and Gentlemen:
I , Lucia Allen Dougherty, am the City Attorney for the
City of Miami Beach, Florida (the "City" ) . This opinion is given
in connection with the modification and extension of a promissory
note dated May 6 , 1974 , in the original principal amount of
$3 ,000 ,000 . 00 (the "Note" ) , said Note being secured by a mortgage
of even date therewith, said mortgage encumbering property set
forth in Schedule "A" attached hereto and made a part hereof , and
being recorded in the Official Records Book 8668 , at Page 2034 , of
the Public Records of Dade County, Florida (the "Mortgage" ) .
As counsel for the City, I have examined a Modification
and Extension of Note and Mortgage, a Certificate as to the
availability and use of non-ad valorem tax revenues of the City, a
No Lien Affidavit and such other certificates, documents and
materials as I deemed necessary for the purposes of rendering this
opinion.
As counsel for the City, I am of the opinion that:
1. The Modification and Extension of Note and Mortgage has
been duly executed and delivered, and constitutes the
valid, legal and binding obligation of the City.
2. There is no litigation of any kind now pending, or , to
the knowledge of the City, threatened, to restrain or
enjoin the issuance and delivery of the Modification and
Extension of Note and Mortgage , or contesting the powers
of the City to execute, deliver or perform its
obligations under the Modification and Extension of Note
Flagship National Bank of Miami
July 30 , 1984
Page Two
and Mortgage or in any manner questioning the authority
under which the Modification and Extension Agreement of
Note and Mortgage has been or will be executed ,
delivered and performed, or affecting the validity
thereof.
3 . Neither the existence of the City as a political
subdivision of the State of Florida, nor the title to
his or her office of any member of the City Commission
of the City is being contested.
4 . Neither the proceedings nor authorizations taken or
given for the authorization of the Modification and
Extension of Note and Mortgage have been repealed or
revoked.
5. There are no agreements with third parties prohibiting
or affecting the Modification and Extension of the Note
and Mortgage , except to the extent of the pledge of and
lien against certain excise taxes which are pledged to
the payment of $7 ,550 , 000 Excise Tax Bonds , Series 1969 ,
which pledge and lien are superior to the pledge
contained in the Note.
It is to be understood that the rights of the holders of
the Note and the enforceability thereof may be subject to
bankruptcy, insolvency, reorganization, moritorium or other
similar laws affecting creditors' rights heretofore or hereafter
enacted and that their enforcement may be subject to the exercise
of judicial discretion in accordance with general principles of
equity.
Very truly yours ,
Lucia Allen Dougherty
City Attorney
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Christopher G. Korge
Assistant City Attorney
AFFIDAVIT
STATE OF FLORIDA )
:SS
COUNTY OF DADE )
On this 31'k day of 7 , 1984 personally
appeared before me, an officer duly authorized to administer oaths
and take acknowledgments, MALCOLM H. FROMBERG, Mayor of the City
of Miami Beach, who, first being duly sworn, deposes and says:
1. That the City of Miami Beach is the owner of the
following described property situate, lying and being in Dade
County, Florida, to-wit:
SEE SCHEDULE "A" ATTACHED HERETO AND MADE A PART HEREOF.
2 . That there are no mechanics' or other liens against the
premises, and that there are no claims for labor , services or
materials furnished for improving the premises that remain unpaid
to date, and that no work has been done nor materials furnished,
bills for which remain unpaid.
3 . That, other than that certain mortgage in favor of
FLAGSHIP NATIONAL BANK OF MIAMI (formerly Miami Beach First
National Bank) , the property is free from any and all encumbrances
whatsoever including, but not limited to, the lien of any
mortgage, judgment, writ or intangible property tax lien made or
suffered by the City of Miami Beach or others.
4. That there are no violations of zoning ordinances
affecting the above described property; that the City of Miami
Beach is in possession of the property.
5. That Affiant makes this Affidavit well knowing that it
is being relied upon and that any false statement contained in it
would subject him to all penalties imposed by law.
6 . That this Affidavit is made as an inducement for
Flagship National Bank of Miami to extend its mortgage loan to the
City of Miami Beach.
FURTHER AFFIANT SAYETH NAUGHT.
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/-------- , (SEAL)
MALCOLM H. FROMBERG; Mayor
of the City of Miami Beach
Subscribed and sworn o before me
this 3/ day of , 1984.
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Notary Publ i.c, S to e of Florida at Large
radt TJB CS tIti li ila1
(NOTARY SEAL) / -� -
MY COMMISSION EXPIRES 5En 21 19 IR
1$ONPED TSU kENERAL INSURANCE UN!) 1,3"-a-/W1 -171
3 Generally described as Lots 1 - 12 , inc. Block 3,
2nd Ocean Front Subdivision, Plat Book 28,
page e 28, Public Records of Dade County, Fla.
together with a parcel of sovereignty land in
Indian Creek abutting Lots 2 through 7 , and a
portion tion of Lot 8, Block 3 of said subdivision
(Known as Brittany Bay property) Public
park purposes
Purchased from Charles P. Landt, as Managing
Trustee of Cameron-Brown Investment Group, a
Massachusetts
business trust 6/15/73 $ 5, 216, 600.00
Recording Information
City of Miami Beach v. Charles P. Landt ,
as Managing Trustee of Cameron-Brown Invest-
ment Group, a Massachusetts Business Trust,
et al, Case No. 73-926,Civ JLK, In the United
States District Court for the Southern District
of Florida, Miami Division: "FINAL JUDGMENT
DETERMINING COMPENSATION FOR TAKING OF PROPERTY"
(not recorded in Public Records of Dade County,
Florida)
Acquisitionpursuant ursuant to "ORDER OF TAKING" entered
June 15, 1973, by United States District Judge
J.L. King.
Resolutions No. . 74-14312; amended by Res. 74-14328
and Res. No. 74-14348, accepting verdict.
Tax Exemption request Resolution No. 75-14597
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ORIGINAL
RESOLUTION NO. 84-17792
(Authorizing an amendment to and extension
of a promissory note in the original prin-
cipal amount of $3,000,000 dated May 6,
1974, as authorized pursuant to Res. #
74-143:L2 which was amended by Res.
No. 74-14328, which was later amended by
Res. #74-14348; providing for the payment
of the remaining balance of said promissory
note; amending the rate of interest paid
on said promissory note; authorizing the
Mayor to execute an amendment agreement
with respect to the foregoing; authorizing
other related action and providing an
effective date.)