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Resolution 86-18692 RESOLUTION NO. 86- 18692 a y- 8C • A RESOLUTION OF THE CITY COMMISSION OF THE rC-(' p CITY OF MIAMI BEACH, FLORIDA WITH REGARD TO THE ISSUANCE IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $39,885,000 CITY OF MIAMI BEACH, GENERAL OBLIGATION REFUNDING BONDS, SERIES 1986A ( the "1986A Bonds" ) ; REAFFIRMING AND READOPTING RESOLUTION 86- 18489 OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE ISSU- ANCE OF CITY OF MIAMI BEACH, FLORIDA, GENERAL OBLIGATION REFUNDING BONDS, SERIES 1986 IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $65,000, 000 TO FINANCE THE REFUNDING OF VARIOUS OUTSTANDING CITY OF MIAMI BEACH, FLORIDA GENERAL OBLIGATION BONDS; PROVIDING FOR THE TERMS AND PAYMENT OF THE SERIES 1986 BONDS; MAKING CERTAIN COVENANTS AND AGREE- MENTS IN CONNECTION THEREWITH; AUTHORIZING VALIDATION AND PROVIDING AN EFFECTIVE DATE; REAFFIRMING AND READOPTING RESOLUTION NO. 86-18514 AUTHORIZING THE NEGOTIATED SALE OF NOT EXCEEDING $65,000,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 1986 OF THE CITY OF MIAMI BEACH, FLORIDA AND ESTABLISHING THE MAXIMUM MATURITIES AND INTEREST RATES ON THE SAID BONDS; FINDING THAT A NEGOTIATED SALE OF THE BONDS IS IN THE BEST INTEREST OF THE CITY; APPROVING THE FORM AND THE EXECUTION OF A PURCHASE CONTRACT TO EFFECT THE NEGO- TIATED SALE OF SUCH BONDS; APPROVING THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT; AUTHORIZING THE APPOINTMENT OF THE ESCROW AGENT, BOND REGIS- TRAR AND PAYING AGENT; AUTHORIZING OTHER REQUIRED ACTIONS, INCLUDING OBTAINING MUNIC- IPAL BOND INSURANCE; DESIGNATING THE AUTHO- RIZED OFFICERS OF THE CITY; AND PROVIDING FOR AN EFFECTIVE DATE; AND FURTHER PROVIDING FOR THE ISSUANCE OF THE SERIES 1986A BONDS; APPROVING THE FINANCING PLAN FOR THE BONDS; APPROVING THE FORM AND EXECUTION OF A PUR- CHASE CONTRACT TO EFFECT THE NEGOTIATED SALE OF SUCH 1986A BONDS; APPROVING THE FORM OF THE PRELIMINARY OFFICIAL STATEMENT AND OFFI- CIAL STATEMENT; APPROVING THE FORM OF THE ESCROW DEPOSIT AGREEMENT; APPROVING THE FORM OF THE ARBITRAGE REBATE AGREEMENT; AUTHORIZ- ING THE APPOINTMENT OF THE ESCROW AGENT; AUTHORIZING OTHER REQUIRED ACTIONS, AND PROVIDING FOR AN EFFECTIVE DATE. 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 Resolution No. 86-18514 on July 23, 1986, ( the "Negotiated Sale Resolution" ) ( the Authorizing Resolution and the Negotiated Sale Resolution will be referred to collectively as the "Resolu- tions" ) , the negotiated sale of the Prior Bonds; established the maximum maturities and interest rate on such Prior 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 Offi- cial Statement; authorized the appointment of the Bond Registrar and Paying Agent; authorized other required actions, including obtaining municipal bond issuance; and designated the authorized officers of the City; 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 now deems it to be in the best interest of the City to take all necessary and appropriate actions for the sale and delivery of the remaining General Obligation Refunding Bonds authorized by the Resolutions to advance refund the outstanding portion of the Prior Bonds ( the "Outstanding Prior Bonds" ) ; WHEREAS, the Commission deems it in the best interest of the City that the 1986A Bonds be sold through a negotiated sale at the purchase price stated in the Bond Purchase Contract attached hereto as Exhibit A ( the "Purchase Contract" ) ; WHEREAS, Smith Barney, Harris Upham & Co. Incorporated, Bear Stearns & Co. Inc. , L.F. Rothschild, Unterberg, Towbin, Inc. , and Prudential-Bache Securities Inc. (the "Underwriters" ) , have offered to purchase said 1986A Bonds as provided in the Purchase Contract; and WHEREAS, in connection with the refunding it is necessary to designate the Escrow Agent for the 1986A Bonds and to approve the - 2 - form of the Arbitrage Rebate Agreement (the "Arbitrage Rebate Agreement" ) ; NOW, THEREFORE, BE IT RESOLVED by the City Commission of Miami Beach, Florida as follows : SECTION 1. This 1986A Resolution is adopted pursuant to Chapter 166 , Florida Statutes, and the Advance Refunding Law, Sections 132 . 33-132 . 47 , Florida Statutes and other applicable provisions of law. SECTION 2 . All capitalized terms, unless otherwise defined herein, shall have the meanings ascribed to them in the Author- izing Resolution or in such other documents as may be referred to herein if the context so requires. The term "Authorized Officer" for purposes of this 1986A Resolution shall include the Mayor or Vice Mayor , the City Manager and the Director of Finance of the City, and with respect to attestation of the seal of the City and the making of certificates of matters which are set forth in the official records of the City, the City Clerk or Deputy City Clerk . SECTION 3 . The 1986A Bonds shall mature in the amounts and at the times not exceeding 30 years, shall bear interest at such rates which result in a net average interest cost rate on the 1986A Bonds that is lower than the net average interest cost rate on the Outstanding Prior Bonds, shall be redeemable at the redemption prices and upon the terms and shall have all of the other characteristics set forth in Exhibit A of the Purchase Contract. The Mayor or Vice Mayor of the City is hereby autho- rized to approve the final terms of the 1986A Bonds, as set forth in Exhibit A of the Purchase Contract, subject to the restric- tions set forth in this 1986A Resolution, without need of further authorization of the Commission and such approval shall in all respects be binding on the City. The form of the 1986A Bonds and the provisions for numbering, signatures, authentication and payment of the 1986A Bonds shall be as set forth in the Authoriz- ing Resolution. SECTION 4 . The negotiated sale of the 1986A Bonds to the Underwriters is hereby approved at a purchase price of not less than 98% of the initial purchase price of the Bonds by the public, plus , with respect to current interest bonds, accrued interest from January 1, 1987 to the date of delivery of the 1986A Bonds . The Mayor or Vice Mayor is hereby authorized to approve the final purchase price of the 1986A Bonds, as set forth in the Purchase Contract, subject to the restrictions set forth in this 1986A Resolution, without need of further authorization of the Commission and such approval shall in all respects be binding on the City. The 1986A Bonds shall be sold to the Under- writers upon the terms and conditions set forth in the Purchase Contract, and the Mayor or Vice Mayor is hereby authorized to - 3 - execute the same with such changes, insertions and omissions as = he shall approve, such execution being conclusive as to , the approval of such changes, insertions and omissions . It is con- ' templated that the Purchase Contract will be executed after the date of adoption of this 1986A Resolution, subject to the pro- visions thereof and the parameters set forth herein, by the Underwriters . In compliance with the requirements of F.S. §218 . 385 ( 4) , a disclosure statement shall be provided to the City upon the sale of the 1986A Bonds. SECTION 5. The Preliminary Official Statement ( the "Preli- minary Official Statement" ) in substantially the form attached hereto as Exhibit B, is hereby approved, and the City hereby approves the use by the Underwriters in connection with the offering and sale of the Bonds of the Preliminary Official State- ment and of an Official Statement ( the "Official Statement" ) in substantially the form of the Preliminary Official Statement , with such revisions as shall hereafter be approved by the Mayor or Vice Mayor . The Commission hereby further approves the use by the Underwriters of any supplement or amendment to the Official Statement which is necessary so that the Official Statement does not include any untrue statement of a material fact and does not omit to state a material fact necessary to make the statements therein not misleading. The Mayor or Vice Mayor is hereby autho- rized and directed to execute an Official Statement, and any amendment or supplement thereto, and thereupon to cause the Official Statement and any such amendment or supplement to be delivered to the Underwriters . Approval of the Mayor or Vice Mayor of changes, insertions and omissions to the form of the Preliminary Official Statement and the Official Statement shall be conclusively evidenced by his execution and delivery thereof . SECTION 6 . The proposal submitted by the Underwriters , in the form of the Purchase Contract, presented at this meeting, a copy of which is attached hereto as Exhibit A to this 1986A Resolution, offering to purchase the Bonds at an aggregate pur- chase price of not less than 98% of the initial purchase price of the 1986A Bonds by the public, plus, with respect to the current interest bonds , accrued interest from January 1 , 1987 , to the date of delivery of said 1986A Bonds, is hereby accepted and said 1986A Bonds are hereby awarded to the Underwriters at said price or any greater price upon the terms and conditions set forth in said Purchase Contract . The Authorized Officers are hereby authorized and directed, in the name of and on behalf of the City, to execute and deliver said Purchase Contract in the form presented to this meeting, with such changes, insertions and omissions as may be approved by the persons executing said Purchase Contract, the execution of said Purchase Contract to be conclusive evidence of the approval of any such changes , insertions and omissions. - 4 - SECTION 7 . The form of Escrow Deposit Agreement attached hereto as Exhibit "C" ( the "Escrow Deposit Agreement" ) is hereby approved with such changes, insertions and omissions as shall be ' authorized by the Mayor or Vice Mayor . The Authorized Officers are hereby authorized to execute and deliver the Escrow Deposit Agreement on behalf of the City, their execution of said Escrow Deposit Agreement to be conclusive evidence of the approval of such changes, insertions and omissions thereto (which may include changes in dollar amounts) , and such Authorized Officers are hereby authorized to affix and attest to the seal of the City on the Escrow Deposit Agreement . SECTION 8. The form of the Arbitrage Rebate Agreement attached hereto as Exhibit "D" is hereby approved with such changes, insertions or omissions, to the form of the Arbitrage Rebate Agreement as shall be authorized by the Mayor or Vice Mayor . The Authorized Officers are hereby authorized to execute and deliver the Arbitrage Rebate Agreement on behalf of the City, their execution of said Arbitrage Rebate Agreement to be con- clusive evidence of the approval of such changes, insertions and omissions thereto (which may include changes in dollar amounts) and such Authorized Officers are hereby authorized to affix and attest to the seal of the City on the Arbitrage Rebate Agreement . SECTION 9 . Southeast Bank, N.A. , Miami , Florida is hereby appointed to serve as Escrow Agent under the Escrow Deposit Agreement . SECTION 10 . The appointment of Southeast Bank, N.A. , Miami , Florida in Section 9 of Resolution No. 86-18514 to serve as Bond Registrar and Paying Agent is hereby ratified and approved. SECTION 11 . As Escrow Agent, Southeast Bank , N.A. , shall apply the proceeds of the 1986A Bonds to be used to refund the Outstanding Prior Bonds, in accordance with the Escrow Deposit Agreement . The Escrow Agent and the Paying Agent , are hereby irrevocably entrusted to apply amounts deposited under the Escrow Deposit Agreement to redeem or pay at maturity the Outstanding Prior Bonds in accordance with the terms of the Escrow Deposit Agreement . Upon the execution of the Escrow Deposit Agreement and the deposit of all funds required to be deposited thereunder , the Outstanding Prior Bonds shall no longer be outstanding . SECTION 12 . The Authorized Officers and the officers and agents of the Escrow Agent, Bond Registrar and Paying Agent are hereby authorized and directed to do all acts and things required of them by the provisions of the Resolutions , this 1986A Resolu- tion, the Purchase Contract , and the Escrow Deposit Agreement for the full, punctual and complete performance of all the terms, covenants, provisions and agreements contained in the 1986A Bonds, the Resolutions, this 1986A Resolution, the Purchase Con- tract and the Escrow Deposit Agreement . - 5 - SECTION 13 . If the cost of a municipal bond insurance policy , pr,emium is less than the present value debt service savings resulting from the difference between the debt service on the , 1986A Bonds with insurance and the estimated debt service on the 1986A Bonds without insurance, then the Mayor or Vice Mayor may approve the obtaining of a municipal bond insurance policy payable from bond proceeds . SECTION 14. Except as herein otherwise expressly provided, nothing in this 1986A Resolution or in the Resolutions, expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation other than the City and the holders of the 1986A Bonds issued under the provisions of this 1986A Resolution and the Resolutions, any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any pro- vision hereof or the Resolutions or any provision thereof ; this 1986A Resolution and the Resolutions and all of its provisions being intended to be and being for the sole and exclusive benefit of the City and the holders from time to time of the 1986A Bonds issued under the provisions of this Resolution and the Resolu- tions. SECTION 15 . If any section, paragraph, clause or provision of this Resolution or of the Resolutions shall for any reason be held to be invalid or unenforceable, the invalidity or unenforce- ability of such section, paragraph, clause or provision shall not affect any remaining provisions of this 1986A Resolution or of the Resolutions, but this 1986A Resolution and the Resolutions shall be construed and enforced as if such illegal or invalid provision or provisions had not been contained therein. SECTION 16 . The Mayor or Vice Mayor of the City and any other proper officials of the City are hereby authorized and directed to execute and deliver any and all documents and instru- ments and to do and cause to be done any and all acts and things necessary or proper for carrying out the transaction contemplated by this 1986A Resolution, the Resolutions and the other documents identified herein. SECTION 17 . All resolutions, or parts of resolutions or other proceedings of the City in conflict herewith shall be and are repealed insofar as such conflicts exist . - 6 - SECTION 18. This 1986A Resolution shall take effect imme- d: ately upon its adoption in the manner provided by law. PASSED AND ADOPTED this 4th day of December, 1986. CITY OF MIAMI BEACH, FLORIDA ( SEAL) _ Mayo /44J7 ATTEST: 7n. /34V City Clerk FORM APPROVE. LE L DEPT. o�te_ Z -3- F, - 7 - ORIGINAL RESOLUTION NO. 86-18692 (Issuance in an aggregate principal amount • not to exceed $39,885,000 City of Miami Beach, General Obligation refunding bonds, series 1986A (the "1986A bonds") ; reaffirm- ing and readopting Resolution No. 86-18489 of the City Commission of the City of Miami Beach, Florida, authorizing the issuance of City of Miami Beach, Florida, General Obli- gation refunding bonds, series 1986 in an aggregate principal amount not to exceed $65,000,000 to finance the refunding of various outstanding City of Miami Beach, aQ Florida General Obligation Bonds; providing for the terms and payment of the series 1986 bonds; making certain convenants and agreements in connection therewith; author- sN) izing validation and providing an effective date; reaffirming and readopting Res. No. 86-18514 authorizing the negotiated sale of not exceeding $65,000,000 General Obligation refunding bonds, Series 1986 of the City of Miami Beach, Florida and establishing the a� maximum maturities and interest rates on the said bonds; finding that a negotiated sale of the bonds is in the best interest of the City; approving the form and the execution of a purchase contract to effect the negot- iated sale of such bonds; approving the form of the preliminary official statement and official statement; authorizing the appointment of the escrow agent, bond regis- tar and paying agent; authorizing other a required actions, including obtaining munici pal bond insurance; designating the author- ized officers of the City; and providing fox an effective date; and further providing for the issuance of the Series 1986A bonds; approving the financing plan for the bonds approving the form and execution of a pur- chase contract to effect the negotiated sale of such 1986A bonds; approving the form of the preliminary official statement and offi- a cial statement; approving the form of the escrow deposit agreement; approving the v .� form of the arbitrage rebate agreement; authorizing the appointment of the escrow agent; authorizing other required actions and providing for an effective date) 4