Loading...
Resolution 7127 RESOLUTION NO. 7127 A RESOLUTION PROVIDING FOR THE ISSUANCE OF $19500,000 PARKING REVENUE BONDS, SERIES 1950 , OF THE CITY OF MIAMI BEACH, FLORIDA, PROVIDING FOR THE SALE, SECURITY AND PAYMENT THEREOF, AND MAKING CERTAIN COVENANTS AND AGREEMENTS IN THAT CONNECTION. WHEREAS, pursuant to amendment to the Charter of the City of Miami Beach enacted by the Legislature of Florida in 19+9 (Chapter 26029 , Laws of Florida, 19 +-9) , the City of Miami Beach is authorized o acquire , improve and equip automobile parking facilities in the manner more specifically hereinafter provided, and to finance the cost thereof through the issuance of revenue bonds ; and WHEREAS , the improvement and extension of the automobile parking facilities of the City arc urgently needed for the bene- fit and welfare of the inhabitants of the City and the City Council has caused studies and estimates to be made and has de- termined that the revenues to be derived by the city from the operation of its automobile parking facilities will be suffi- cient to pay the expenses of operating and maintaining such facilities and to pay principal of an interest on the bonds hereinafter authorized and to establish necessary reserves for contingencies ; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MIAMI BEACH, FLORIDA: Section is For the purpose of paying the cost of acquiring additional parking facilities and of equipping and improving existing and such additional parking facilities for the City of Miami Beach, including interest during construc- tion, and including the paving and lighting of off-street park- ing lots , and including payments on presently installed parking meters to be made either as such payments become due or in ad- vance thereof (automobile parking facilities for the purposes of this resolution being defined as any lot or lots , buildings and structures , above , at or below the surface of the street or earth, either on the street or off the street, or both, includ- ing parking meters , equipment , entrances , exits , fencing and all other accessories necessary or desirable for the regulation, control and the parking of vehicles , either on the street or off the street) , there arc hereby authorized to be issued the Park- ing Revenue Bonds , Series 1950, of the city in the aggregate principal amount of $1 ,500,000. Said bonds shall be dated Janu- ary 1, 1950, shall be in the denomination of $1,000 each, shall be numbered 1 to 1,500, inclusive , shall bear interest until paid at a rate or rates of interest not greater than five per cent (5%) per annum as may be hereafter fixed by resolution, which interest shall be payable semi-annually on the first days of January and July of each year, and shall be payable as to both principal and interest in lawful money of the United States of America at Chemical Bank and Trust Company, New York, N. Y. , and shall mature serially in numerical order on January 1 of each of the years as follows: -1- Bond Number Amount Year 1 to 20 $20,000 1951 21 to 4o 20,000 1952 41 to 6o 20,000 1953 61 to 80 20,000 1954 81 to 105 25,000 1955 106 to 13o 25,000 1956 131 to 155 25,000 1957 156 to 180 25,000 1958 181 to 205 25,000 1959 206 to 235 30,000 196o 236 to 265 30,000 1961 266 to 295 30,000 1962 296 to 325 30,000 1963 326 to 355 30,000 1964 356 to 390 35,000 1965 391 to 425 35,000 1966 426 to 46o 35,000 1967 461 to 495 4 35,000 1968 96 to 535 0,00o 1969 536 to 575 4o,000 1970 576 to 615 4o,000 1971 616 to 660 45,000 1972 661 to 705 45,000 1973 706 to 750 45,000 1974 751 to 1500 750,000 1975 The bonds herein authorized shall be callable for redemp-- tion at the option of the city, either in inverse numerical order from time to time on any interest payment date from reve- nues derived from the operation of the city' s automobile parking facilities , or as a whole from any available funds , on January 1 , 1953 , and on any interest payment date thereafter. Any bond so redeemed from revenues derived from the operation of parking facilities shall be redeemable at the principal amount thereof plus accrued interest and a premium of X40 if so redeemed on or prior to January 1, 1955, $30 if so redeemed thereafter on or prior to January 1, 1960, $20 if so redeemed thereafter on or prior to January 1, 1965, $10 if so redeemed thereafter on or prior to January 1, 1970, and thereafter without the payment of premium. Any bond so redeemed from other available funds shall be redeemable at the principal amount thereof and accrued inter- est and a premium of $50 if so redeemed on or prior to January 1 , 1955, $4o if so redeemed thereafter on or prior to July 1, 958 , $30 if so redeemed thereafter on or prior to January 1, 1960, X20 if so redeemed thereafter on or prior to January 17 1965, $10 if so redeemed thereafter on or prior to January 19 1970 and thereafter without the payment of premium. Notice of the intended redemption of any bond shall be given by registered mail to the paying agent, to the registered holder of each bond so called for redemption which is then registered as to princi- pal and to the original purchasers of the bonds , and by publi- cation one time in a financial newspaper or journal published in the City of New York, New York, or Chicago, Illinois , which notice shall be so mailed and published not less than thirty days prior to the date fixed for redemption. If all of the bonds so called for redemption on any interest payment date are registered as to principal, thirty days ' notice shall be given to the registered holders by registered mail at the addresses shown on the Registrar' s registration books , and in that event no other notice need be given. Section 2: The bonds shall be signed by the Mayor of the city and attested by the City Clerk, and shall have impressed thereon the corporate seal of the city. Interest falling due on the bonds on and prior to maturity thereof shall be represented by appropriate interest coupons to be attached to the bonds , which coupons shall be signed with the facsimile -2- signatures of the Mayor and the City Clerk. The bonds shall be registrable as to principal in the manner for which provision is made in the next section hereof. Section 3: The bonds and the coupons to be thereto at- tached and the endorsement to appear on the back thereof shall be in substantially the following form: (Form of Bond) UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF DADE CITY OF MIAMI BEACH PARKING REVENUE BOND SERIES 1950 Number $1 ,000 The City of Miami Beach in Dade County, Florida, for value received, hereby promises to pay to bearer, or if this bond is registered as to principal then to the registered holder hereof, solely from the revenues hereinafter specified, the sum of One Thousand Dollars ($1 ,000) on the first day of January, 19 9 and to pay, solely from said revenues , interest on said sum until paid at the rate ofp er cent ( %) per annum, payable semi-annually on the first days of January and July of each year, with in- terest due on and prior to the maturity hereof pay- able only upon presentation and surrender of the an- nexed interest coupons as they severally become due. Both principal hereof and interest hereon are payable in lawful money of the United States of America at Chemical Bank and Trust Company, in the City of New York, N. Y. The bonds of the issue of which this is one are callable for redemption at the option of the city, either in inverse numerical order from time to time on any interest payment date from revenues derived from the operation of the cityls automobile parking facilities , or as a whole from any available funds on January 1, 1953 and on any interest payment date thereafter. Any bond so redeemed from revenues de- rived from the operation of parking facilities shall be redeemable at the principal amount thereof plus accrued interest and a premium of $40 if so redeemed on or prior to January 1 , 1955, $30 if so redeemed thereafter on or prior to January 1, 1960, $20 if so redeemed thereafter on or prior to January 1, 1965, $10 if so redeemed thereafter on or prior to January 1 , 1970, and thereafter without the payment of premium. Any bond so redeemed from other available funds shall be redeemable at the principal amount thereof and ac- crued interest and a premium of 350 if so redeemed on or prior to January 1 , 1955, $40 if so redeemed there- after on or prior to July 1, l958 $30 if so redeemed thereafter on or prior to January 1, 1960, 320 if so redeemed thereafter on or prior to January 1 , 1965, v10 if so redeemed thereafter on or prior to January 1, 1970 and thereafter without the payment of premium. Notice of the intended redemption of any bond is to be given by registered mail to the paying agent , to the registered holder of each bond so called for re- demption which is then registered as to principal and -3- and to the original purchasers of the bonds , and by publication one time in a financial newspaper or journal published in the City of New York, New York, or Chicago, Illinois , which notice is to be so mailed and published not less than thirty days prior to the date fixed for redemption. If all of the bonds so called for redemption on any interest payment date are registered as to principal, thirty days ' notice is to be given to the registered holders by registered mail at the addresses shown on the Registrar' s registration books , and in that event no other notice need be given. This bond is one of an issue of :$1,500,000 of like tenor and effect, except as to maturity (and interest rate) issued pursuant to the Constitution and Laws of Florida and a resolution adopted by the City Council of Said city on March 8th, 1950, for the purposes of acquiring additional parking facilities and equipping and improving existing and such additional parking fa- cilities for the City of Miami Beach. This bond and the issue of which it is a part, together with other bonds which may be hereafter issued on a parity, are payable solely, as to both principal and interest, from the revenues derived by the city from the operation of its automobile parking facilities , including both off-street parking and metered on-street parking, and it is pro- vided in said resolution that the city shall fix and maintain rates and collect charges for the use of its off-street and on-street parking facilities which will be fully sufficient at all times to pay the expenses of operating and maintaining such facilities , to provide a sinking fund sufficient to assure the prompt payment of principal of and interest on the bonds as each falls due , provide such reasonable fund for contingencies as is re- quired by the resolution authorizing this bond and pro- vide an adequate Depreciation Fund. This bond is fully negotiable for all purposes but may be registered as to principal in the manner and with the effect for which provision appears on the back hereof. It is hereby certified and recited that all acts , conditions and things required by the Constitution and Laws of Florida and by the charter of the city to happen, exist and be performed precedent to and in the issuance of this bond have happened, exist and have been performed as so required. This bond does not constitute an indebt- edness or pledge of the general credit of the City of Miami Beach within the meaning of any constitutional or statutory provision limiting the incurring of indebted- ness. IN WITNESS WHEREOF, the City of Miami Beach has caused this bond to be executed by its Mayor and attested by its City Clerk, with the corporate seal of said city hereunto affixed, and has caused the interest coupons hereto attached to be executed by said officials by their facsimile signatures , all as of this first day of January, 1950. Mayor Attested: City Clerk -4_ • (Form of Coupon) Number On the first day of , 19 , unless the hereinafter mentioned bond shall have been theretofore properly called for redemption, the City of Miami Beach, Dade County, Florida, will pay to bearer, solely out of the revenues specified in the hereinafter mentioned bond, the sum of Dollars ( h ) in lawful money of the United States of America at Chemical Bank and Trust Company, New York, N. Y. , being interest due that day on its Parking Revenue Bond, Series 1950, dated January 1, 1950, and numbered Mayor Attest: City Clerk (Form of Validation Certificate to be used only if the bonds are validated in the Circuit Court) Validated and confirmed by decree of the Circuit Court of the Eleventh Judicial Circuit in and for Dade County, Florida, rendered on the day of 19 . Clerk of the Circuit Court, Dade County, Florida (Provision for Registration) The within bond may be registered in the name of the holder as to principal only on books to be kept by the City Clerk of the City of Miami Beach, as Registrar, such registration to be noted hereon in the registration blank below, after which no transfer shall be valid unless made on said books by the registered holder or his attorney thereunto duly authorized and similarly noted in said reg- istration blank below, but this bond may be discharged from registration by being transferred to bearer, after which it shall be transferable by delivery but may be again registered as before. Such registration shall not impair the negotiability by delivery of the coupons at- tached to the bond. (No writing in this blank except by the Registrar. ) Date of Name of Signature Registration Registered Holder of Registrar • e : s • e : • • e • e -5- FLOW OF FUNDS Section 4: That from and after the issuance of any of the bonds , all income and revenue of every nature derived from the operation of the system, including specifically, in addition to direct fees and charges made for parking , all in- direct revenues received through the supplying of any other auto- mobile services legally sunpliable by the city to users of the system, and all rents received by the city from the rental of space comprising any part of the system, including receipts from concessionaires , but excluding any revenues derived from the sale of advertising privileges , (which income and revenue are here- inafter sometimes referred to as "the revenues") are to the ex- tent necessary therefor hereby pledged for the purpose of the following funds and after having been first paid to the Deposit- ary from day to day as received as herein provided, shall be by the Depositary periodically paid into the following separate funds. For the purpose of this resolution reference to "the system" shall be understood to refer to all automobile parking facilities (as automobile parking facilities are defined in Section 1 above) owned, leased or operated by the city at any time while any of the bonds herein authorized may be outstand- ing and unpaid, including specifically but without limitation, all parking meters or other equipment, machinery or devices for obtaining revenue from street parking , parking lots , garages , buildings and other facilities , equipment and accessories used or useful in connection therewith which provide public parking, and all intangible property of every nature used in connection with the operation of such automobile parking facilities , in- cluding franchises , licenses , leases , contracts and agreements. OPERATION AND MAINTENANCE FUND Out of the revenues there shall be first set aside from time to time as needed during each sinking fund year (the sink- ing fund year for the purposes of this resolution being a year commencing on January 1 and ending on December 31) amounts suf- ficient to provide for the payment of the reasonable and neces- sary expenses of operating and maintaining the system. This fund shall be designated as the "Operation and Maintenance Fund. " The money in the Operation and Maintenance Fund shall be used from day to day and month to month: (1) to pay the current expenses of operating and maintaining the system, including the maintenance of a petty cash fund of $100.00; (2) for paying the cost of repairs , renewals , and replacements to the system normally classified as maintenance and operation expenditures and contem- plated to be made as such in the annual budget of the system for the year in which they are made; (3) for payment of the cost of insurance and the fees of the Depositary and the paying agent for the bonds. On or before the date of the issuance of the first of the bonds such amount of the funds held by the city for the credit of the system as may be certified by the manager of the system as necessary to pay operation and maintenance expenses during the first month of operation hereunder shall be transferred to the Depositary and placed in the Operation and Maintenance Fund. Thereafter, on or before the first day of each month the manager of the system shall certify to the Depositary the amount of money -4 which he estimates will be required to pay the cost of operating and maintaining the system during such month, including equitable allowances for accruals and accumulations of accruals of amounts to cover the cost of periodic payments of operating expenses such as insurance premiums , expenditures for normal repairs , renew- als and replacements payable as maintenance and operation expenses under the foregoing provisions of this section, and including the -6- payment of bills for materials and supplies which may become pay- able during such month. The Depositary shall thereupon transfer the amount so estimated to be required to the Operation and Main- tenance Fund on deposit in its hands. BOND AND INTEREST REDEMPTION FUND There is hereby created a fund in the hands of the Deposit- ary to be known as the "Bond and Interest Redemption Fund." After there shall have been transferred to the Operation and Maintenance Fund in each month the amount estimated to be necessary for such fund as above provided, the Depositary shall transfer to the Bond and Interest Redemption Fund in each month a sum equivalent to one-twelfth (1/12) of the aggregate amount of principal and inter- est falling due on July 1 of the sinking fund year and January 1 of the next succeeding sinking fund year on all bonds payable from the Bond and Interest Redemption Fund, and in addition there- to as a separate account to be carried in said fund as a reserve account, the sum of $2,500.00 in each such month. The money in the reserve account shall be retained and used only for the pay- ment of principal of or interest on bonds payable from the Bond and Interest Redemption Fund becoming due at any time when there would be a default if money were not so used, except that to the extent that there shall at any time be in the reserve account a sum in excess of $150,000, all surplus over $150,000 shall be used on the next interest payment date to call for redemption and re- tire as many of the bonds as can be retired with the surplus so available. No bonds less than the entire amount of bonds outstand- ing may be redeemed prior to maturity at any time at which the re- serve account is not in its full minimum amount of $150,000. Any payments made from the reserve account to prevent default shall be promptly reimbursed to said account from the first revenues of the system thereafter received and not required for operation and maintenance or for the making of the payments currently required to be made into the Bond and Interest Redemption Fund. If in any month the revenues of the system shall be insufficient to permit the paying into the Bond and Interest Redemption Fund of the full amount herein required to be made into such fund in such month, the deficiency shall be remedied from the first revenues available for such purpose in the succeeding month or months. It shall be the duty of the Depositary fifteen (15) days in advance of each date on which principal of or interest on the bonds payable from the Bond and Interest Redemption Fund shall fall due to transfer from the Bond and Interest Redemption Fund to the paying agent back a sum sufficient to pay the amount which will fall duo on such date. RENEWAL AND REPLACEMENT FUND From the revenues remaining in each month after the payments above required have been made into the Operation and Maintenance Fund and into the Bond and Interest Redemption Fund, and after all deficits which may exist in the making of the required pay- ments into the Bond and Interest Redemption Fund have been rem- edied, there shall be set aside in a fund to be known as the "Renewal and Replacement Fund" the sum of $83333. The obliga- tion to make such payment shall be cumulative , and any deficiency in any month shall be remedied in subsequent months from revenues not required to be paid into the Operation and Maintenance Fund or the Bond and Interest Redemption Fund. Such payments shall be made into such fund until there shall be in such fund the sum of $50,000, or thirty per cent (300) of the aggregate installed cost of all parking meters now installed in the city and those hereafter installed therein with the proceeds of the bonds herein authorized, whichever may be greater, and shall thereafter be made into the fund only for the purpose of reimbursing expendi- tures made therefrom. Money in the Renewal and Replacement Fund -7- • shall be used for the purpose of making major renewals , replace- ments or repairs to the system, the cost of which would not be properly classified as a normal maintenance and operation expendi- ture. Money in said fund may and shall also be used for the pur- pose of paying principal of or interest on bonds payable from the Bond and Interest Redemption Fund becoming due at any time when there is insufficient money in the Bond and Interest Redemption Fund for such payment and default would occur if the money were not so used. SURPLUS REVENUES All revenues of the system remaining at the end of any sink- ing fund year, after all payments hereinabove required to be made in such year have been made and after all deficiencies existing from previous years have been remedied, shall be regarded as sur- plus. Thirty-three and one-third per cent (33-1/3%) of such sur- plus shall be used in retiring in advance of maturity bonds pay- able from the Bond and Interest Redemption Fund, either through purchase on the open market or through call for redemption. The Depositary shall request tenders of bonds for purchase , giving such request whatever publicity it shall consider reasonable and desirable , and shall accept the best bids or tenders submitted in an amount sufficient to exhaust the available funds , but no bid or tender shall be accepted if the price required to be paid for the bonds tendered is greater than the price at which bonds can be called for redemption, and if no bonds are tendered within such price limitation, the available funds shall be used to call bonds for redemption. Whenever funds are available for the re- demption of bonds under the provisions of this resolution, the Depositary shall notify the City Clerk and it shall be the duty of the City Council to call for redemption an amount of bonds suf- ficient to exhaust the amount available and to cause proper notice of such intended redemption to be given. All bonds so purchased or called for redemption shall be presented for payment to the paying agent bank and shall be paid from funds to be made avail- able for such purpose by the Depositary, and shall be immediately cancelled and delivered to the City Clerk. If bonds are hereafter issued payable from the revenues of the system on an equality with the bonds herein authorized in the manner for which provision is hereinafter made, such additional bonds shall be subject to pur- chase or redemption as provided in this paragraph, but in such event such bonds shall share in the funds available only in the proportion borne by the amount of such additional bonds then out- standing to the amount of the bonds herein authorized then out- standing. No bonds may be retired as in this paragraph provided at any time at which any of the bonds herein authorized may be in default. The remainder of the surplus existing at the end of each sinking fund year may be used by the city to extend and im- prove the system, to reimburse the General Fund for money spent therefrom for such purpose , or to retire bonds in advance of matur- ity. THE DEPOSITARY Miami Beach First National Bank, of Miami Beach, Florida, is hereby designated as initial Depositary and custodian of the revenues for the purposes of this section. If that bank shall at any time after the issuance of any of the bonds decline or become incapable longer to act as Depositary, notice shall be given to the City Clerk and a successor depositary shall be named. The city may name as such successor depositary any bank in the City of Miami Beach or in the City of Miami , which is a member of the Federal Reserve System, and if no bank in either city is qualified and willing to serve , then some other bank in the State of Florida may be named, -8- C I All of the revenues as received by the city from day to day shall , as received, be deposited in the Depositary. All money so held by the Depositary shall be held as special and not gen- eral deposits , and all money held in the Bond and Interest Re- demption Fund shall be held as a special trust fund, the benefi- cial interest in which shall be in the holders from time to time of the bonds then outstanding. All money so held by the Deposit- ary in excess of the amount guaranteed by the Federal Deposit Insurance Corporation shall be secured either (a) by lodging with the trust department of Depositary, or with some other deposit- ary approved by the city, as collateral security direct obliga- tions of or obligations , the principal and interest of which are unconditionally guaranteed by the United States Government, or by other market securities eligible as security for the deposit of trust funds under regulations of the Board of Governors of the Federal Reserve System, having a market value (exclusive of ac- crued interest) at least equal to the amount of such deposit, or (b) in such other manner as may then be required by all applic- able state or federal laws and regulations regarding the security for or granting preference in the case of the deposit of trust funds. All or any part of the money in the Renewal and Replace- ment Fund shall at the request of the city be invested by the Depositary in direct obligations of the United States of America or other marketable securities eligible as security for the de- posit of trust funds under regulations of the Board of Governors of the Federal Reserve System, in which event all income derived from such investments shall be added to the money in such fund and such investments shall, to the extent at any time necessary, be liquidated by the Depositary and the proceeds thereof applied to the purposes for which the fund is herein created. CONSULTING ENGINEERS Section 5: That it is recognized and understood that in purchasing and accepting delivery of the bonds, the purchasers thereof have relied, and the holders of the bonds from time to time will rely upon representations made by the city that the system will be economically and efficiently operated under the supervision of skilled traffic engineers as herein pro- vided so that both the city and the holders of the bonds may benefit through the production of maximum revenues. A. To this end, the city has agreed and hereby covenants and agrees that if no consulting engineer is under employment under paragraph B of this section, a traffic engineer having special knowledge and experience in the operation of parking facilities and in the handling and analysis of vehicular traffic shall be employed for the purpose of preparing a comprehensive report within ninety (90) days after the close of each sinking fund year, which report shall contain therein, or be accompanied by a certified copy of an audit of the preceding year' s business , prepared by a certified public accountant chosen by the city, and in addition thereto, shall report upon the operations of the system during the preceding year, the maintenance of the proper- ties , the efficiency of the management of the property, the proper and adequate keeping of books of account and record, the adherence to budget and budgetary control provision, the adherence to all the provisions of this resolution, and all other things having a bearing upon the efficiency and profitable operation of the sys- tem, and shall include whatever criticism of any phase of the operation of the system the traffic engineer may deem proper, and such recommendation as to changes in operation and the making of repairs , renewals , replacements , extensions , betterments and improvements as the traffic engineer may deem proper. Copies of such report shall be placed on file with the City Clerk, with the Depositary and with the original purchasers of the bonds , and shall be open to inspection by any holder of any of said bonds. -9- B. The city further agrees that if atany time the reven- ues derived from the operation of the system prove to be insuffi- cient to carry out the obligations required to be performed by the city hereunder and the city shall fail to pay into any of the funds herein created the amounts herein required to be so paid as such payments are due , the city will immediately select and re- tain during the period of default on such payments a recognized consulting traffic engineer or a firm of consulting traffic engi- neers ngi-neers on a continuous basis for the purpose of providing to the city, engineering c'ounsdl in its operation of the system. A con- sulting traffic engineer for the purposes of this subsection shall be understood to mean an engineer having special knowledge and ex- perience in the construction and operation of parking facilities and in the handling and analysis of vehicular traffic. Such con- sulting engineer shall be retained under contract on an annual basis at such reasonable compensation as may from time to time be agreed upon by the City Council and the Engineer, but the city shall not be required to pay more than $5,000 per' year for such purpose. If at any time the holders of fifty-one per cent (51%) in principal amount of the bonds then outstanding hereunder shall file with the City Clerk a written instrument or concurrent writ- ten rit-ten instruments requesting that the consulting engineer already appointed by the City Council be replaced by the engineer or engi- neers named in such instrument, the City Clerk shall so notify the City Council, and it is agreed that the City Council will thereupon appoint and retain the consulting engineer or engineers specified in such instrument. Each consulting engineer may require ninety (90) days' notice in writing of such replacement or compensation for such period notwithstanding prior replacement. The consultingengineer shall prepare within ninety (90) days after the close of each sinking fund year, a comprehensive report, which comprehensive report shall contain therein or be accompanied by a certified copy of an audit of the preceding year' s business prepared by a certified public accountant chosen by the city with the approval of the consulting engineer, and in addition thereto, shall report upon the operations of the system during the preced- ing year, the maintenance of the properties, the efficiency of the management of the property, the proper and adequate keeping of books of account and record the adherence to budget and budg- etary control provision, the adherence to all the provisions of this resolution, and all other things having a bearing upon the efficiency and profitable operation of the system, and shall in- clude whatever criticism of any phase of the operation of the system the consulting engineer may deem proper, and such rocom- m .tion as to changes in operation and the making of repairs , renewals, replacements , extensions , betterments and improvements as the engineer may deem proper. Copies of such report shall be placed on file with the City Clerk, with the Depositary and with the original purchasers of the bonds , and shall be open to in- spection by any holder of any of said bonds. In the event of any substantial loss by fire or other ca- lamity, the consulting engineer shall prepare a report covering the amount of damage and making such recommendations as to re- placements e-placements as he may think desirable. It shall be the further duty of the consulting engineer, if -w such consulting engineer is employed under the provisions of this section, to advise the city in its appointment of a manager for the system and the city agrees that it will not appoint anyone as manager who has not been approved by the consulting engineer. Not less than seventy-five (75) days prior to the beginning of each sinking fund year, the city covenants that it will cause the manager to prepare and submit to the City Council a "proposed -10. T _ budget" covering the anticipated revenues and balances in various funds and accounts including surpluses and anticipated expendi- tures of such revenues , funds , accounts and surpluses for all purposes , including operation, maintenance, repairs , renewals and replacements and the hiring of employees and services for the ensuing operating year, said proposed budget to be prepared in the form prescribed by the consulting engineer, and to bear the approval or recommendation of the consulting engineer as to context as well as form before same is submitted to the City Council, if a consulting engineer shall have been theretofore retained under the provisions of this section, and if there be such consulting engineer, there shall also be included in the budget such recommendations for the location of any parking meters or the relocation of existing meters as in the opinion (-)f the consulting engineer can be effected with funds available for such purpose and as will be advantageous in increasing the revenues of the system. Simultaneously with submitting such budget to the City Council, a copy of said budget shall be filed by the manager with the Depositary and the original purchasers of the bonds, and a copy shall be mailed to any holder of bonds who may have so requested in writing. If at least forty-five (45) days prior to the beginning of such sinking fund year the consulting engineer or the City Council by resolution adopted by a majority vote of its members voting, shall file with the City Clerk a notice of desire for a public hearing, the City Clerk shall call such public hearing for not later than thirty (30) days prior to the beginning of the sinking fund year and the City Council shall hold such public hearing, and shall at such meeting adopt finally a budget for the ensuing year, at which hearing any holder of the bonds , the consulting engineer and any member of the City Council may appear and be orally heard and file written objections. In the event no special public hearing is called, the City Council shall adopt the budget sub- stantially as proposed not later than thirty (30) days prior to the beginning of the sinking fund year, copies of which shall be provided the manager and the consulting engineer. The total of the expenditures under each class of revenue, funds, or accounts in any sinking fund year shall not exceed the total of such ex- penditures so set forth in the budget nor shall it exceed the amount of the revenue, or fund or account estimated in the budget, or actually experienced in forthcoming operations , as available for such expenditures , except upon the approvals of the consulting engineer and at least two-thirds (2/3) of the mem- bers of the City Council as expressed by vote of such City Council. If, for any reason beyond the control of the city, a budget shall not have been finally approved and adopted before the commence- ment of the sinking fund year, the budget for the preceding sink- ing fund year shall control until the budget for such year has been approved and adopted. COVENANTS Section 6: That the city covenants and agrees with the successive holders from time to time of the bonds and the coupons representing interest thereon, that so long as any of the bonds remain outstanding and unpaid as to either principal or interest: A. The city will maintain the system in good repair and working order and will operate it efficiently and will faithfully and punctually perform all duties with refer- ence to the system required by the Constitution -and Laws of the State of Florida, including the making and collec- tion of sufficient rates and charges for the use of the system, and the segregation and application of the reve- nues of the system in the manner provided in this resolu- tion. -11.. B. The city will fix and collect rates and charges for the use of the system fully sufficient to provide for the payment of the reasonable and necessary expenses of operating and maintaining the system, to provide for the payment of interest on and principal of all obligations payable therefrom, including the bonds herein authorized, as and when the same become due and payable, and to make the payments into the reserve account in the Bond and Interest Redemption Fund and the Renewal and Replacement Fund hereinabove required. C. The city will not permit free parking or service to be supplied by the system to the city or any department thereof or to any person, firm or corporation, public or private , or to any public agency or instrumentality, and all persons using any part of the system for the parking of vehicles shall pay for such services the es- tablished rate or charge. D. The city will cause to be kept proper books of record and account covering the operation of the system. The city will cause such books to be audited annually by an independent certified public accountant or firm of accountants and will annually within sixty days after the close of each sinking fund year file with the Deposit- ary and the original purchasers of each block of the bonds copies of such report accompanied by a certificate by said accountant or firm showing in reasonable detail the reve- nues and expenditures of the system for such year and the amounts in the hands of the Depositary. There shall be included in said audit a statement of the number of meters in each zone at the end of the sinking fund year, the av- erage gross revenues derived from the meters in each zone in such year, and there shall be listed all changes in meter locations made during such year. Said statement shall be available at any reasonable time to the holders of any of the bonds or any user of the services rendered by the system. within twenty days after the close of each month a statement of the revenues and expenditures of the system for such month and a balance sheet certi- fied by the manager of the system and the City Clerk shall be prepared and filed with the Depositary and the original purchasers of each block of the bonds . E. The city will maintain and carry for the benefit of the holders of the bonds adequate public liability in- surance. Such public liability insurance may be carried by the City of Miami Beach' s Self Insurance Fund as long as said fund has total assets of 5100,000. In the event that the fund falls below 3100,000, the difference shall be carried by insurance companies authorized to do busi- ness in the State of Florida. F. The city will not sell , lease or in any manner dis- pose of the system or any substantial part thereof until all of the bonds have been paid in full as to both prin- cipal and interest (provided that this covenant shall not be construed to prevent the disposal by the city of prop- erty which in its judgment has become inexpedient to use in connection with the system when other property of equal value is substituted therefor. ) This covenant is subject to the further exception that any part or parts of the system other than the city streets and the privilege to park thereon, may be leased by the city to private opera- tors under such provisions designed to assure the return of an adequate income therefrom as may be considered ad- visable by the City Council and, if a consulting engineer -12- shall have been theretofore retained under the pro- visions of this resolution, approved by the consulting engineer, provided, however, that any lease so entered into shall contain a covenant pursuant to which it shall be in force and effect only so long as all payments re- quired to be made under the provisions of this resolution are being made promptly as herein prescribed, and that any such lease shall become void and of no effect if the city shall at any time default in the payment of prin- cipal of or interest on any of the bonds herein author- ized. All rentals and other consideration received by the city by reason of such lease or leases shall be regarded as one of the revenues of the system for all purposes of this resolution. G. The bonds shall enjoy complete parity of lien on the revenues despite the fact that any of the bonds may be delivered at an earlier date than any other of the bonds. The city will issue no other bonds or ob- ligations of any kind or nature payable from or enjoy- ing a lien on the revenues having priority over or parity with the bonds herein authorized, provided, however, that bonds may hereafter be issued on a parity with the bonds herein authorized under the following conditions : 1. The bonds herein authorized or any part there- of may be refunded with the consent of the holders thereof (except that as to maturing bonds or bonds which are then optional for redemption for refund- ing purposes and have bean properly called for re- demption, such consent shall not be necessary) and the refunding bonds so issued shall enjoy complete equality of lien with the portion of the bonds which is not refunded, if any there be , and the refunding bonds shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the bonds refunded , provided, however, that if only a portion of the bonds outstanding is so re- funded and if such bonds are refunded in such manner that the interest rate of the refunded bonds is increased or that any refunding bond matures at a date earlier than the maturity date of the cor- responding bond refunded thereby, then such bonds may not be refunded without the consent of the holders of the unrefunded portion of the bonds is- sued hereunder. 2=. Additional bonds may also be issued on a parity with the bonds herein authorized if all of the fol- lowing conditions are met: (a) The net revenues of the system for each of the three completed sinking fund years immediately preceding the issuance of the additional bonds (and as to addi- tional bonds issued prior to January 1, 1953 , the sinking fund year ending Decem- ber 31, 1949, may be included for the pur- pose of such computation) , must have been equal to one and three-quarters times the highest combined interest and principal requirements for any succeeding twelve months ' period on all obligations payable from the revenues of the system then out- standing and the bonds so proposed to be issued. "Net Revenues" for the purpose of this paragraph shall be understood to refer -13- to the gross revenues of the system after there have been deducted therefrom the reasonable and necessary expenses of oper- ating and maintaining the system. In deter- mining principal and interest requirements , all bonds herein authorized which mature in 1975 and are at such time outstanding, shall be equally apportioned as to principal over the number of full calendar years remaining between the date of the issuance of the addi- tional obligations and January 1, 1975, and it shall be presumed that all of the bonds so maturing in 1975 will have been retired prior to January 1, 1975. (b) All payments theretofore required to have been made into the Bond and Interest Redemption Fund, and the reserve account therein, and into the Renewal and Replace- ment Fund must have been made in full and there must be sufficient money in the Bond and Interest Redemption Fund exclusive of of the reserve account to pay all interest payable therefrom on July 1 of the current sinking fund year and all principal and inter- est payable therefrom on January 1 .of the next succeeding sinking fund year. (c) The additional bonds must be payable as to principal on January 1 of each year in which principal falls due and payable as to interest on January 1 and July 1 of each year. (d) The proceeds of the additional bonds must be used solely for the making of improvements , additions , extensions , renewals , replacements or repairs to the system. H. Except to the extent that change of location thereof may be recommended by 'the consulting engineer, if any, the city will maintain parking meters on all public Streets where such parking meters are located on the date of the passage of this resolution, provided, however, that this covenant shall not be construed to prevent changes in the location of such meters made necessary by street widen- ings or street crossings or substitution or changes in the location of meters to provide essential and necessary traffic regulation and control and which will not materi- ally lessen the revenues to be derived from the operation of such meters. I. The provisions of this resolution shall constitute a contract between the city and the holder or holders from time to time of the bonds and after the issuance of any of such bonds no change, variation or alteration in the provisions of this resolution may be made. The provisions of such contract shall be enforceable by ap- propriate proceedings to be taken by such holder or holders , either at law or in equity. J. The city in operating the system will require all of its officials and employees who may be in a position of authority or in possession of any money derived from the operation of the system, to obtain or be covered by a blanket fidelity or faithful performance bond, or inde- pendent fidelity bonds written by a responsible indemnity company in amounts fully adequate to protect the city from loss. -14- Section 7: That the bonds herein authorized shall be sold at one time or in blocks from time to time pur- suant to such provision therefor as may be made in resolution or resolutions to be adopted by the City Council, provided that no such sale shall be made at less than par and accrued interest. The bonds so sold shall be prepared and executed as soon as may be after sale and shall be thereupon delivered to said purchasers upon payment in accordance with the terms of sale. The proceeds of sale shall, to the amount necessary to assure the proper ap- plication thereof to the purposes for which the bonds are herein authorized, be deposited in a special account or accounts in one or more banks and be paid out of such account or accounts only when the requisition therefor shall have been made by the City Manager, a check for the amount drawn on the account in the manner required for the drawing of checks on general city funds , the requisition accompanied by a certificate by the City Engineer and the City Attorney approving the making of the payment, and, in cases where the requisition is for the payment for the pur- chase of real estate , the requisition is also accompanied by a legal opinion by the City Attorney certifying that the city either has obtained or will obtain simultaneously with the making of the payment good and merchantable title to the real estate so purchased. Section 8 : That this resolution be published immediately after its adoption in the Florida Sun and Riviera Times , a newspaper published in the City of Miami Beach, Florida. For a period of thirty days from the date of such pub- lication any person in interest shall have the right to insti- tute litigation questioning the proceedings for the bonds herein authorized or the legality of such bonds or the sources of revenue 1 from which such bonds are payable. • Section 9: That if any one or more sections , paragraphs , clauses , or provisions of this resolution shall be held to be invalid for any reason, such invalidity shall not affect the validity or enforceability of any of the remaining provisions hereof. Section 10: That all resolutions and orders or parts thereof in conflict herewith are to the extent of such conflict repealed, and this resolution shall be in full force and effect immediately after its adoption. PASSED and ADOPTED this 8th dayCNMarch, h D. 19p, / ) v --.)--- awl , - Mayor pro tem. ATTEST : Crc Q /1"ig/P-s•-e-t-1:2P.-0-- --4-----. City Clerk N a V i