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RESOLUTION 87-18793 RESOLUTION NO. 87-18793 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, WITH RESPECT TO THE PREVIOUSLY AUTHORIZED ISSUANCE OF NOT TO EXCEED $39,885,000 CITY OF MIAMI BEACH GENERAL OBLIGATION REFUNDING BONDS, SERIES 1986A AND NOT TO EXCEED $3,000,000 CITY OF MIAMI BEACH GENERAL OBLIGATION AND SPECIAL ASSESSMENT REVENUE BONDS, SERIES 1987B, AUTHORIZING THE PROCUREMENT OF MUNICIPAL BOND INSURANCE, AND AUTHORIZING CERTAIN PROVISIONS AND PROCEDURES CONCERNING SUCH MUNICIPAL BOND INSURANCE. WHEREAS, the City Commission ( the "Commission" ) of the City of Miami Beach, Florida ( the "City" ) , has heretofore authorized by Resolution No. 86-18489 on June 18 , 1986 , ( the "Authorizing Resolution" ) , the issuance of not in excess of $65 , 000 , 000 General Obligation Refunding Bonds , Series 1986 ( the "Bonds" ) for the purpose of advance refunding its $24 , 000 , 000 City of Miami Beach, Florida Public Improvement Bonds ( Series 1983 ) , its $22, 000 ,000 City of Miami Beach, Florida, General Obligation Bonds (Theater of Performing Arts Project ) Series 1984 and its $9 ,800 , 000 City of Miami Beach, Florida, General Obligation Bonds (South Pointe Redevelopment Project ) Series 1984 ( collectively, the "Prior Bonds" ) ; and WHEREAS, the Commission has heretofore authorized by Reso- lution No. 86-18514 on July 23 , 1986, ( the "Negotiated Sale Reso- lution" ) ( the Authorizing Resolution and the Negotiated Sale Resolution will be referred to herein collectively as the "Reso- lutions" ) , the negotiated sale of the Bonds ; established the maximum maturities and interest rate on the Bonds ; found that a negotiated sale was in the best interest of the City; approved the form of and the execution of a purchase contract ; approved the form of the Preliminary Official Statement and Official Statement ; authorized the appointment of the Bond Registrar and Paying Agent ; authorized other required actions , including obtaining municipal bond insurance; and designated the authorized officers of the City to execute and deliver any and all documents and instruments and to do and to cause any and all acts necessary to carry out the transactions contemplated by the Resolutions . WHEREAS, the City has heretofore, under this provision of the Resolutions , issued its $25 , 115 , 000 City of Miami Beach, Florida General Obligation Refunding Bonds , Series 1986 ; WHEREAS, the Commission has heretofore authorized by Reso- lution No. 86-18692 on December 4 , 1986 , ( the "1986A Resolution" ) the issuance not in excess of $39 , 885 , 000 General Obligation Refunding Bonds , Series 1986A ( the "Refunding Bonds" ) for the purpose of advance refunding the outstanding portion of the Prior Bonds ( the "Outstanding Prior Bonds" ) ; reaffirmed and readopted the Resolutions ; approved the financing plan for the Refunding Bonds ; approved the form and execution of a purchase contract to effect the negotiated sale of the Refunding Bonds ; approved the forms of the Preliminary Official Statement and Official State- ment , the Escrow Deposit Agreement and the Arbitrage Rebate Agreement ; authorized the appointment of the Escrow Agent ; autho- rized other required actions ; and provided for an effective date ; WHEREAS, the Commission, by Resolution No. 87-18767 ( the "1987 Resolution" ) , has heretofore amended and restated the 1986A Resolution to provide for the issuance , concurrently with the Refunding Bonds , in one or more series , in an aggregate amount not to exceed $3 , 000 , 000 of City of Miami Beach, Florida, General Obligation Bonds , Series 1987 ( the "Ocean Drive Bonds" ) payable all or in part from special assessments against abutting property benefitted thereby; and covenanted to levy such special assess- ments . WHEREAS, the Commission now deems it to be in the best interest of the City to procure municipal bond insurance to insure the regular payment , when due, of principal and interest on the Refunding Bonds and the Ocean Drive Bonds (collectively, the "Series 1987 Bonds" ) , thereby obtaining a lower rate of interest on said Bonds ; WHEREAS, the Municipal Bond Insurer (hereinafter defined) requires certain definitions, provisions and procedures to be included in a resolution of the Commission before it will issue its Municipal Bond Insurance Policy to insure the payment when due of the principal and interest on the Series 1987 Bonds . NOW THEREFORE, BE IT RESOLVED by the City Commission of Miami Beach, Florida as follows : SECTION 1 . This Resolution is an amendment and supplement to the Resolutions, the 1986A Resolution and the 1987 Resolu- tion (collectively, the "Resolution" ) . SECTION 2 . The Refunding Bonds and the Ocean Drive Bonds will be issued concurrently as two separate series of bonds . The Refunding Bonds will be issued as the $37 , 395 , 000 City of Miami Beach, Florida General Obligation Refunding Bonds, Series 1987A ( the "Series 1987A Bonds" ) . The Ocean Drive Bonds will be issued as the $3 , 000 ,000 City of Miami Beach, Florida General Obligation and Special Assessment Revenue Bonds, Series 1987B ( the "Series 1987B Bonds" ) (The Series 1987A Bonds and the Series 1987B Bonds are referred to collectively as the "Series 1987 Bonds" ) . SECTION 3 . The Commission hereby approves the procurement of a Municipal Bond Insurance Policy (hereinafter defined) from AMBAC Indemnity (hereinafter defined) the fees and costs relating to which shall be payable ratably from the proceeds of the Series 1987A and the Series 1987B Bonds . SECTION 4 . Definitions. "AMBAC Indemnity" or "Municipal Bond Insurer" shall mean AMBAC Indemnity Corporation, a Wisconsin-domiciled stock insur- ance company. "Municipal Bond Insurance Policy" shall mean the municipal bond insurance policy issued by AMBAC Indemnity insuring the payment when due of the principal of and interest on the Series 1987 Bonds as provided therein. SECTION 5 . In the event that the principal and/or interest due on the Series 1987 Bonds shall be paid by AMBAC Indemnity pursuant to the Municipal Bond Insurance Policy, the Series 1987 Bonds shall remain Outstanding, not be defeased and not be con- sidered paid by the City and the covenants, agreements and other obligations of the City to the registered owners shall continue to exist and AMBAC Indemnity shall be subrogated to the rights of such registered owners . SECTION 6 . Payment Procedure Pursuant to Municipal Bond Insurance Policy. (A) As long as the Municipal Bond Insurance Policy shall be in full force and effect, the City and the Trustee agree to comply with the following provisions : (a) if five ( 5 ) days prior to an Interest Payment Date the Trustee determines that there will be insufficient funds in the Funds and Accounts to pay the principal of or interest on the Bonds on such Interest Payments Date, the Trustee shall so notify AMBAC Indemnity. Such notice shall specify the amount of the anticipated deficiency, the Series 1987 Bonds to which such - 2 - deficiency is applicable and whether such Series 1987 Bonds will be deficient as to principal or interest , or both. (b) The Trustee shall , after giving notice to AMBAC Indemnity as provided in (a) above, make available to AMBAC Indemnity and the United States Trust Company of New York , as insurance trustee for AMBAC Indemnity, the registration books of the City maintained by the Trustee, and all records relating to the Funds and Accounts maintained under this Resolution. ( c) the Trustee shall provide AMBAC Indemnity and the United States Trust Company of New York with a list of regis- tered owners of Series 1987 Bonds entitled to receive principal or interest payments from AMBAC Indemnity under the terms of the Municipal Bond Insurance Policy, and shall make arrangements with United States Trust Company of New York ( i ) to mail checks or drafts to the registered owners of Bonds entitled to receive full or partial interest payments from AMBAC Indemnity, and ( ii ) to pay principal upon Series 1987 Bonds surrendered to United States Trust Company of New York by the registered owners of Series 1987 Bonds entitled to receive full or partial principal payments from AMBAC Indemnity. (d) the Trustee shall , at the time it provides notice to AMBAC Indemnity pursuant to (a) above, notify regis- tered owners of Series 1987 Bonds entitled to receive the payment of principal or interest theron from AMBAC Indemnity ( i ) as to the fact of such entitlement , ( ii ) that AMBAC Indemnity will remit to them all or a part of the interest payments next coming due, ( iii ) that should they be entitled to receive full payment of principal from AMBAC Indemnity, they must tender their Series 1987 Bonds (along with a form of transfer of title thereto) for payment to United States Trust Company of New York , as insurance trustee for AMBAC Indemnity, and not the Trustee, and ( iv) that should they be entitled to receive partial payment of principal from AMBAC Indemnity, they must tender their Series 1987 Bonds for payment thereon first to the Trustee , who shall note on such Series 1987 Bonds the portion of the principal paid by the Trus- tee, and then, along with a form of transfer of title thereto, to United States Trustee Company of New York , as insurance trustee for AMBAC Indemnity, which will then pay the unpaid portion of principal . (e) AMBAC Indemnity shall, to the extent it makes payment of principal of or interest on Series 1987 Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Municipal Bond Insurance Policy, and to evidence such subrogation ( i ) in the case of subrogation as to claims for past due interest , the Trustee shall notice AMBAC Indemnity ' s rights as subrogee on the registration books of the City maintained by the Trustee upon receipt from AMBAC Indemnity of proof of the payment of interest thereon to the registered owners of the Series 1987 Bonds , and ( ii ) in the case of subrogation as to claims for past due principal , the Trustee shall note AMBAC Indemnity ' s rights as subrogee on the registration books of the City maintained by the Trustee upon surrender of the Series 1987 Bonds by the registered owners thereof together with proof of the payment of principal thereof . SECTION 7 . The following bond legend shall appear on the Series 1987 Bonds : Municipal Bond Insurance Policy No. with respect to pay- ments due for principal of and interest on this bond has been issued to the United States Trust Company of New York, New York , as the insurance trustee under said Policy. The Municipal Bond Insurance Policy is issued by AMBAC Indemnity Corporation ( "AMBAC Indemnity" ) . The Municipal Bond Insurance Policy is on file and available for inspection at the principal office of the insurance - 3 - trustee and copy thereof may be secured from AMBAC Indemnity or the insurance trustee. All payments required to be made under the Municipal Bond Insurance Policy shall be made in accordance with the provisions thereof . The owner of this bond acknowledges and consents to the subrogation rights of AMBAC Indemnity as more fully set forth in the Municipal Bond Insurance Policy. SECTION 8 : A. Consent of AMBAC Indemnity Any provision of this Resolution, expressly recognizing or granting rights in or to AMBAC Indemnity may not be amended in any manner which affects the rights of AMBAC Indemnity hereunder without the prior written consent of AMBAC Indemnity. B. Consent of AMBAC Indemnity in Addition to Bondholder Consent . AMBAC Indemnity ' s consent shall be required in addition to Bondholder consent, when required, for the execution and delivery of any supplemental resolution or any amendment, supplement or change to or modification of other documents relating to the security for the Series 1987 Bonds . PASSED AND ADOPTED this 18th day of March, 1987 . CITY OF MIAMI BEACH, FLORIDA ( SEAL) ‘A.,Lr ( ►• y o r ATTEST: --"h\ City Clerk APPROVED AS TO FORM •QAPAANki y� City Attorney - 4 - ORIGIN4L, ‘,\ RESOLUTION NO, 8-2,1_8793 (Authorizing issuance of Rot to exceed $39,855.000 City of Miami Beach General Obligation refunding bonds, series 1986A and not to exceed $3,0002000 City of Miami Beach General Obligation and Special Assessment Revenue Bonds, Series 1987B, authorizing the procurement of municipal bond issuance, and authorizing certain provisions and procedures concerning such municipal bond idsurance)