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Resolution 11410 RESOLUTION NO . 11410 A RESOLUTION providing for the issuance of $3 , 000 , 000 Parking Revenue Bonds , Series 1965 , of the City of Miami Beach , Florida , providing for the sale , security and payment thereof , and making certain covenants and agreements in that connec- tion . WHEREAS pursuant to amendment to the Charter of the City of Miami Beach enacted by the Legislature of Florida in 1949 (Chapter 26029, Laws of Florida , 1949 ) , the City of Miami Beach is authorized to acquire , improve and equip auto- mobile parking facilities in the manner more specifically herein- after 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 are urgently needed for the benefit and welfare of the inhabitants of the city and the City Council has caused studies and estimates to be made and has determined that the revenues to be derived by the city from the operation of its automobile parking facilities will be sufficient to pay the expenses of operating and maintaining such facilities and to pay principal of and interest on the bonds hereinafter authorized and to establish necessary reserves for contingencies ; and WHEREAS there are now outstanding $314 , 000 Parking Revenue Bonds , Series 1958 , of the City of (Miami Beach which have been called for redemption from such revenues on July 1 , 1965, and revenues sufficient to pay the redemption price will be applied to such price on July 1 , 1965 ; NOW, THEREFORE , BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MIAMI BEACH , FLORIDA : Section 1 . That for the purpose of paying the cost of acquiring additional automobile parking facilities and of equipping and improving parking facilities for the City of Miami Beach, (automobile parking facilities for the purposes of this resolution being defined as any lot or lots, buildings and struc- -1- tures , above, at or below the surface of the street or earth , either on the street or off the street , or both , including park- . ing 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 are hereby authorized to be issued the Parking Revenue Bonds , Series 1965, of the city in the aggregate principal amount of $3, 000 , 000 . Said bonds shall be dated January 1 , 1965 , shall be in the denomination of $1, 000 each , shall be numbered 1 to 3 , 000 , 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 New York Trust Company , New York , New York , and shall mature serially in numerical order on January 1 of each of the years as follows : BOND NUMBERS AMOUNT YEAR 1 to 100 $100, 000 1966 101 to 205 105, 000 1967 206 to 315 110, 000 1968 316 to 430 115, 000 1969 431 to 550 120, 000 1970 551 to 670 120 , 000 1971 671 to 795 125, 000 1972 796 to 925 130, 000 1973 926 to 1065 140 , 000 1974 1066 to 1210 145 , 000 1975 1211 to 1360 150 , 000 1976 1361 to 1515 155, 000 1977 1516 to 1675 160, 000 1978 1676 to 1845 170, 000 1979 1846 to 2020 175, 000 1980 2021 to 2200 180, 000 1981 2201 to 2390 190, 000 1982 2391 to 2585 195 , 000 1983 2586 to 2790 205, 000 1984 2791 to 3000 210 , 000 1985 Bonds maturing after January 1 , 1971, shall be callable for redemption in inverse numerical order on that date and on any interest payment date thereafter for payment from revenues derived from the operation of the city ' s automobile parking facilities, -2- and bonds maturing after January 1 , 1976, shall be callable for redemption in inverse numerical order on January 1, 1976, and on any interest payment date thereafter for payment from any legally available source. In either case the redemption price shall be par and accrued interest to the date fixed for redemption plus a premium, regardless of source of payment, of 3% of the principal amount thereof for each bond called for redemption on or prior to July 1 , 1978, 2% for each bond called for redemption thereafter on or prior to July 1 , 1981 , and 1% for each bond called for redemption thereafter prior to maturity . 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 a representative of the original purchasers of the bonds who will be named by subsequent resolution, 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 regis- tered 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 . That the bonds shall be signed by the Mayor of the city and attested by the City Clerk, (the signature of said Mayor being by facsimile ) and shall have impressed there- on 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 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. -3- Section 3. That the bonds and the coupons to be thereto attached and the endorsement to appear on the back thereof shall be in substantially the following form: (Form of Bond ) UNITED STATES OF AI1ERICA STATE OF FLORIDA COUNTY OF DADE CITY OF MIAA1I BEACH PARKING REVENUE BOND SERIES 1965 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 , and to pay, solely from said revenues , interest on said sum until paid at the rate of per cent ( %) per annum, payable semi-annually on the first days of January and July of each year, with interest due on and prior to maturity hereof payable only upon presentation and surrender of the annexed 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 New York Trust Company, New York, New York . Bonds of the issue of which this is one maturing after January 1 , 1971, are callable for redemption in inverse numerical order on that date and on any interest payment date thereafter for payment from revenues derived from the operation of the city ' s automobile parking facilities , and bonds maturing after January 1, 1976, are callable for redemption in inverse numerical order on January 1, 1976, and on any interest payment date thereafter for payment from any legally available source. The redemption price shall be par and accrued interest to the date fixed for redemption plus a premium, regardless of source of payment, of 3% of the principal amount thereof for each bond -4- called for redemption on or prior to July 1, 1978, 2% for each bond called for redemption thereafter on or prior to July 1, 1981, and 1% for each bond called for redemption thereafter prior to maturity . Notice of the intended redemption of any bond is to be given by registered mail to the paying agent , to the regis- tered holder of each bond so called for redemption which is then registered as to principal and to of or successors as representative of 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 regis- tered 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 $3, 000, 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 April 7, 1965 , for the purpose of paying the cost of acquiring additional automobile parking facilities and of equipping and improving park- ing facilities 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, in- cluding both off-street parking and metered on-street parking, and it is provided 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 -5- 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 con- tingencies as is required by the resolution authorizing this bond and provide 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 indebtedness 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 indebtedness. This bond is one of an issue of bonds which were validated and confirmed by decree of the Circuit Court of the Eleventh Judicial Circuit of the State of Florida in and for Dade County , Florida, rendered on , 1965. IN WITNESS WHEREOF, the City of Miami Beach has caused this bond to be executed by its Mayor and attested by its City Clerk, (the signature of said Mayor being by facsimile ) with the corporate seal of said city impressed hereon, 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 , 1965. Mayor Attested : City Clerk -6- (Form of Coupon ) Number $ On the first day of , 19 , unless the hereinafter mentioned bond shall then be optional for redemp- tion and shall have been duly called for redemption and provision made for the payment of the redemption price duly made , the City of Miami Beach , Dade County , Florida, will pay to bearer, solely out of the revenues specified in the hereinafter mentioned bond, the amount shown hereon in lawful money of the United States of America at Chemical Bank New York Trust Company, New York , New York , being interest due that day on its Parking Revenue Bond , Series 1965, dated January 1, 1965, and numbered Mayor Attest : City Clerk (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 trans- fer shall be valid unless made on said books by the registered holder or his attorney thereunto duly authorized and similarly noted in said registration 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 attached to the bond. -7- 7 (No writing in this blank except by the Registrar ) Date of Name of Signature Registration Registered Holder of Registrar : • FLOW OF FUNDS Section 4i 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 indirect revenues received through the supplying of any other automobile services legally suppliable 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 hereinafter sometimes referred to as "the revenues" ) are to the extent necessary therefor hereby pledged for the purpose of the following funds and after having been first paid to the Depositary 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 outstanding and unpaid, includ- 1 ing 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 connec- tion therewith which provide public parking, and all intangible property of every nature used in connection with the operation -8- of such automobile parking facilities, including franchises , licenses , leases , contracts and agreements. OPERATION AND MAINTENANCE FUND Out of the revenues there shall be first set aside into a separate fund in the hands of the Depositary on or before January 1, April 1, July 1 and October 1 of each sinking fund year (the sinking fund year for the purposes of this resolution being a year commencing on January 1 and ending on December 31 ) amounts sufficient to provide for the payment of the reasonable and necessary expenses of operating and maintaining the system during the next succeeding three months . This fund shall be designated as the "Operation and Maintenance Fund. " The money in the Operation and f,;aintenance Fund shall be used from day to day and month to month : (1 ) to pay the current expenses of operating and maintaining the system, in- cluding 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 expendi- tures and contemplated 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 thu 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 remainder of the then current three-month period of operation hereunder shall be transferred to the Depositary and placed in the Operation and Maintenance Fund . Thereafter, on or before January 1, April 1, July 1 and October 1 of each year the manager of the system shall certify to the Depositary the amount of money which he estimates will be required to pay the cost of operating and maintaining the system during the next -9- succeeding three months, 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, renewals and replace- ments payable as mainten --nce and operation expenses under the foregoing provisions of this section, and including the payment of bills for materials and supplies which may become payable during such month . The Depositary shall thereupon transfer the amount so estimated to be required to the Operation and fainten- ance Fund on deposit in its hands. BOND AND INTEREST REDEMPTION FUND There is hereby created a fund in the hands of the Depositary to be known as the "Parking Revenue Bond and Interest Redemption Fund, " (hereinafter sometimes called the "Bond Fund" ) . After there shall have been transferred to the Operation and maintenance Fund the amount estimated to be necessary for such fund as above provided, the Depositary shall transfer to the Bond Fund in each month a sum equivalent to one-twelfth (1/12 ) of the aggregate amount of principal and interest 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 Fund, and in addition thereto as a separate account to be carried in said fund as a Reserve Account , so much as may be necessary to accumulate and maintain in said Reserve Account a sum which is not less than the highest future annual principal and interest requirement of all bonds payable from the Bond Fund . The money in the Reserve Account shall be retained and used only for the payment of principal of or interest on bonds payable from the Bond 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 the amount required to be therein, such excess shall be used on the next interest payment date to call for redemption and retire as many of the bonds as can be retired with the surplus -10- so available. No bonds less than the entire amount of bonds outstanding may be redeemed prior to maturity at any time at which the Reserve Account is not in an amount at least equal to the highest future principal and interest requirement for any 12-month period on all bonds payable from the Bond Fund. Whenever any bonds shall be issued on a parity with the bonds herein authorized , monthly payments into the Reserve Account shall be made in such amounts, as nearly equal as practicable, as will accumulate in said Reserve Account, within 60 months following the delivery of such parity bonds, an amount to equal the highest future annual principal and interest requirement of all bonds and parity bonds outstanding. Prior to or simultaneously with delivery of the bonds herein authorized, the city shall deposit , from legally available funds, the full amount required to be paid in the Reserve Account for the benefit of the bonds herein authorized. 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 Fund. If in any month the revenues of the system shall be insufficient to permit the paying into the Bond 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 Fund shall fall due to transfer from the Bond Fund to the paying agent bank a sum sufficient to pay the amount which will fall due 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 -11- o Maintenance Fund and into the Bond Fund, and after all deficits which may exist in the making of the required payments into the Bond Fund have been remedied, there shall be set aside in a fund to be known as the "Renewal and Replacement Fund" the sum of cl, 000 whenever and to the extent necessary to accumulate and maintain in said fund the sum of $125, 000 . Simultaneously with or prior to delivery of the bonds herein authorized the city shall deposit in said Renewal and Repalcement Fund the sum of $100, 000 from legally available sources . The obligation 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 Fund. money in the Renewal and Replacement Fund shall be used for the purpose of making major renewals, replacements or repairs to the system, the cost of which would not be properly classified as a normal maintenance and operation expenditure. It is understood that the Renewal and Replacement Fund shall be considered a depreciation fund within the meaning of Section 38- 1/2 of the City Charter of the city . Money in said fund may and shall also be used for the purpose of paying principal of or interest on bonds payable from the Bond Fund becoming due at any time when there is insufficient money in the Bond 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 sinking 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 surplus . Thirty-three and one-third per cent (33-1/3%) of such surplus shall be used in retiring in advance of maturity bonds payable from the Bond 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, -12- and shall accept the best bids or tenders submitted in an amount sufficient to exhaust the available funds , but no bids or tender shall be accepted if the price required to be paid for the bonds tendered is greater than 103-1/2% of the principal amount thereof plus accrued interest , and if no bonds are tendered within such price limitation, the available funds shall be used or reserved to call bonds for redemption. Whenever funds are available for the redemption 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 sufficient to exhaust the amount available and to cause proper notice of such intended redemption to be given. Whenever no bonds payable from the Bond Fund are redeemable, such funds may be invested by the city in direct obligations of the United States of America maturing no later than the first available re- demption date. 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 available 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 a parity with the bonds herein authorized in the manner for which provision is hereinafter made, such additional bonds shall be subject to purchase 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 outstanding to the amount of the bonds herein authorized then outstanding. 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 improve the system, to reimburse the General Fund for money spent therefrom for such purpose, to retire bonds in advance of maturity or for any other lawful corporate purpose. -13- 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. 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 general deposits , and all money held in the Bond Fund shall be held as a special trust fund, the beneficial interest in which shall be in the holders from time to time of the bonds then out- standing. All money so held by the Depositary 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 depositary approved by the city, as collateral security direct obligations of or obliga- tions , 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 Re- serve System, having a market value (exclusive of accrued interest ) at least equal to the amount of such deposit , or (b ) in such other manner as may then be required by all applicable 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 Reserve Account of the Bond Fund and in the Renewal and Replacement Fund and all or any part of -14- the surplus 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 and profits derived from such investments shall be added to the money in said Reserve Account to the extent necessary to achieve the currently required accumulation , then, shall be added to the money in the Renewal and Replacement Fund to the extent necessary to accumulate the full amount required to be therein, and when both said account and said fund are in their full required amounts, such income and profits shall be deemed surplus revenues. Such investments shall, to the extent at any time necessary, be liqui- dated by the Depositary and the proceeds thereof applied to the purposes for which the account or fund is herein created. The City Council may at any time after July 1 of any sinking fund year direct the Depositary to pay from the revenues into the Operation and Maintenance Fund the entire amount budgeted for the then current sinking fund year, then to pay into the Bond Fund , including the Reserve Account, all sums which will be required to be paid into said fund during such sinking fund year and then to complete all required payments for the sinking fund year into the Renewal and Replace- ment Fund. After all such payments for the entire sinking fund year have been made, the City Council may by resolution estimate the amount of surplus to become available at the end of the sinking fund year for the redemption or retirement prior to maturity of bonds payable from the Bond Fund. Based on such estimate, the city shall cause to be published a call for tenders in the manner contemplated above. If by November 15 of the same sink- ing fund year, insufficient tenders have been received at a price equal to or lower than the redemption price, the City Council shall then call for redemption so many of the bonds payable from the Bond Fund as may be redeemed from the estimated -15- money available. Such estimate may be revised between the time of the call for tenders and the time of the call for redemption. 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 provided, 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 compre- hensive 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 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 budgetary control provision, the adher- ence to all the provisions of this resolution, and all other things having a bearing upon the efficiency and profitable opera- tion of the system, 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 , better- ments and improvements as the traffic engineer may deem proper. -16- 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. B. The city further agrees that if at any time the revenues derived from the operation of the system prove to be insufficient 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 retain during the period of default on such payments a recognized consulting traffic engineer or a firm of consulting traffic engineers on a continuous basis for the purpose of pro- viding to the city, engineering counsel in its operation of the system. A consulting traffic engineer for the purposes of this subsection shall be understood to mean an engineer having special knowledge and experience in the construction and operation of parking facilities and in the handling and analysis of vehicular traffic. Such consulting engineer shall be retained under con- tract 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 (510) in principal amount of the bonds then outstanding hereunder shall file with the City Clerk a written instrument or concurrent written instruments requesting that the consulting engineer already appointed by the City Council be re- placed by the engineer or engineers 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 con- sulting 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. -17- The consulting engineer shall prepare within ninety (90 ) days after the close of each sinking fund year, a comprehens- ive 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 addi- tion thereto , shall report upon the operations of the system dur- ing the preceding 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 budgetary control provision , the adherence to all the provisions of this resolution , and all other things having a bearing upon the efficiency and profitable oper ,tion of the system, and shall include whatever criticism of any phase of the operation of the system the consulting 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 engineer may deem proper . Copies of such report shall be placid on file with the City Clerk , with the Depositary and with a representative of the original purchasers of the bonds who will be named by subsequent resolution , and shall be open to inspection by any holder of any of said bonds . In the event of any substantial loss by fire or other calamity , the consulting engineer shall prepare a report covering the amount of damage and making such recommendations as to replacements as he may think desirable . It shall be the further duty of the consulting engineer , if 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 con- sulting engineer. -18- 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 budget" covering the anticipated revenues and balances in various funds and accounts including surpluses and anticipated expenditures 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 in- cluded in the budget such recommendations for the location of any parking meters or the relocation of existing meters as in the opinion of 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 aforementioned representative of 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 -19- 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 substantially 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 expendi- tures under each class of revenue, funds , or accounts in any sinking fund year shall not exceed the total of such expenditures 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 members of the City Council as expressed by vote of such City Council . If, for any reason, a budget shall not have been finally approved and adopted before the commencement of the sinking fund year, the budget for the preceding sinking 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 herein authorized and such bonds as may in the future be issued on a parity therewith and the coupons representing interest thereon, that so long as any of such 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 reference to the system required by the Constitution and Laws of the State of Florida , including the making and collection of sufficient rates and charges for the use of the system, and the segregation and application of the revenues of the system in the -20- manner provided in this resolution. 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 ex- penses of operating and maintaining the system, to provide for the payment of interest on and princi- pal 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 Fund and the Renewal and Replacement Fund hereinabove required. C . The city will not permit free parking or ser- vice to be supplied by the system to any person, firm or corporation or to any public agency or instrumentality, except that municipal officers and employees may use such facilities free of charge only on official city business, and any other persons using any part of the system for the parking of vehicles shall pay for such ser- vices the established 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 Depositary and the repre- sentative of the original purchasers of each block of the bonds and parity bonds copies of such report accompanied by a certificate by said accountant or firm showing in reasonable detail the revenues and expenditures of the system for such year and the amounts in the hands of the Depositary . There -21- 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 average gross revenues derived from the meters in each zone in such year, and there shall be listed all changes in meter lo- cations 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 certified by the manager of the system and the City Clerk shall be prepared and filed with the Depositary and the representative of the original purchasers of each block of the bonds and parity bonds. E. The city will maintain and carry for the benefit of the holders of the bonds and parity bonds ade- quate public liability insurance. 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 $100 , 000. In the event that the fund falls below $100 , 000, the difference shall be carried by insurance companies authorized to do business in the State of Florida . F. The city will not sell , lease or in any manner dispose of the system or any substantial part there- of until all of the bonds have been paid in full as to both principal and interest (provided that this covenant shall not be construed to prevent the disposal by the city of property which in its judgment has become inexpedient to use in connec- tion with the system when other property of equal value is substituted therefor ) . This covenant is -22- 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 operators under such provisions de- signed to assure the return of an adequate income therefrom as may be considered advisable by the City Council and, if a consulting engineer shall have been theretofore retained under the provisions 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 required to be made under the pro- visions 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 principal of or interest on any of the bonds herein authorized. All rentals and other consideration received by the city by reason of such lease or leases shall be re- garded 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 obligations of any kind or nature payable from or enjoying 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 and all parity bonds or any part thereof may be refunded with -23- the consent of the holders thereof (except that as to maturing bonds or bonds which are optional for redemption for refunding pur- poses and have been properly called for redemp- tion, 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 re- funded , provided , however , that if only a portion of the bonds and parity bonds outstand- ing is so refundedlIno refunding bond may mature J `V on a date earlier or bear interest at a rate high- er than the corresponding bond refunded thereby nor shall the principal amount of refunding bonds exceed the principal amount of bonds re- funded without , in any such case, the consent of the holders of the unrefunded portion of the bonds and parity bonds issued hereunder . 2 . Additional bonds may also be issued on a parity with the bonds herein authorized if all of the following conditions are met : (a ) The net revenues of the system for each of tho three completed sinking fund years immediately preceding the issuance of the additional bonds 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 outstanding and the bonds so proposed to be issued . "Net revenues" -24- 1 A for the purpose of this paragraph shall be understood to refer to the gross revenues of the system after there have been deducted therefrom the reasonable and necessary ex- penses of operating and maintaining the system. (b ) All payments theretofore required to have been made into the Bond Fund , and the Reserve Account therein, and into the Re- newal and Replacement Fund must have been made in full. (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 im- provements, additions, extensions, renewals, replacements or repairs to the system. H. Except to the extent that change of location there- of may be recommended by the consulting engineer, if any, the city will maintain parking meters on all public streets where such perking 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 widenings or street crossings or substitution or changes in the location of meters to provide essential and necessary traffic regula- tion and control and which will not materially lessen the revenues to be derived from the operation of such meters . I . The provisions of this resolution shall consti- tute a contract between the city and the holder or holders from time to time of the bonds and after the -25- issuance of any of such bonds no change , variation or alteration in the provisions of this resolution may be made except in accordance with Section 7 hereof . The provisions of such contract shall be enforceable by appropriate 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 per- formince bond, or independent fidelity bonds written by a responsible indemnity company in amounts fully adequate to protect the city from loss . Section 7 . That the holders of seventy-five per cent (75%) in principal amount of the bonds at any time outstanding (not including in any case any bonds which may then be held or owned by or for the account of the city , but including all outstanding parity bonds and such refunding bonds as may be issued for the purpose of refunding any of the bonds or parity bonds if such parity bonds or refunding bonds are not owned by the city ) shall have the right from time to time to consent to and approve the adoption by the city of a resolution or resolu- tions modifying or amending any of the terms or provisions con- tained in this resolution, provided , however , that this resolu- tion may not he so modified or amended in such manner as to : (a ) flake any change in the maturity of the bonds. (b ) Make any chAnge in the rate of interest borne by any of the bonds . (c ) Reduce the amount of the principal of any bonds . (d ) Modify the terms of payment of principal or of interest on the bonds or any of them or impose any conditions with respect to such payment . -26- (e ) Affect the rights of the holders of fewer than all of the bonds then outstanding. (f ) Reduce the percentage of bonds, the holders of which must consent to further amendments to this resolution. Whenever the city shall propose to amend or modify this resolution under the provisions of this section, it shall cause notice of the proposed amendment to be published one time in a financial newspaper or journal published in the City of New York , New York, or Chicago, Illinois . Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory resolution is on file in the office of the City Clerk for public inspection. Whenever at any time within one year from the date of the publication of said notice there shall be filed in the office of said City Clerk an instrument or instruments executed by the holders of at least seventy-five per cent (75o) in aggregate principal amount of the bonds then outstanding as in this section defined, which instrument or instruments shall refer to the proposed amendatory resolution described in said notice and shall specifically consent to and approve the adoption thereof , thereupon, but not otherwise, the Council may adopt such amendatory resolution and such resolution shall become effective. If the holders of at least seventy-five per cent (75%) in aggregate principal amount of the bonds outstanding as in this section defined, at the time of the adoption of such amendatory resolution, or the predecessors in title of such holders, shall have consented to and approved the adoption thereof as herein provided, no holder of any bonds whether or not such holder shall have consented to or shall have revoked any consent as in this section provided, shall have any right or interest to object to the adoption of such amendatory resolution or to object to any of the terms or provisions therein contained or to the operation thereof or to enjoin or restrain the city from taking any action pursuant to the provisions thereof. f-27- Any consent given by the holder of a bond pursuant to the provisions of this section shall be irrevocable for a period of six months from the date of the publication of the notice above provided for and shall be conclusive and binding upon all future holders of the same bond during such period. Such consent may be revoked at any time after six months from the date of the pub- lication of such notice by the holder who gave such consent or by a successor in title by filing notice of such revocation with the Clerk, but such revocation shall not be effective if the holders of seventy-five per cent (75%) in aggregate principal amount of the bonds outstanding as in this section defined have, prior to the attempted revocation, consented to and approved the amendatory resolution referred to in such revocation. The fact and date of the execution of any instrument under the provisions of this section may be proved by the certifi- cate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such juris- t diction, that the person signing such instrument acknowledged before him the execution thereof, or may be proved by an affi- davit of a witness to such execution sworn to before such officer. The amount and numbers of the bonds held by any person executing such instrument and the date of his holding the same may be proved by a certificate executed by any re- sponsible bank or trust company showing that on the date therein mentioned such person had on deposit with or exhibited to such bank, or trust company, under claim of ownership, the bonds de- scribed in such certificate. Section 8. That the bonds herein authorized shall be sold at one time or in blocks from time to time pursuant to such provision therefor as may be made in resolution or resolu- tions 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 -28- T 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 pay- ment of the costs to pay 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 requisi- tion 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 approving the making of the payment, and , in cases where the requisition is for the pay- ment for the purchase 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 9 . That this resolution be published immedi- ately after its adoption in the Miami Beach Daily Sun, a newspaper published in the City of Miami Beach , Florida. For a period of thirty days from the date of such publication any person in interest shall have the right to institute litigation question- ing the proceedings for the bonds herein authorized or the legality of such bonds or the sources of revenue from which such bonds are payable. Section 10. That if any one or more sections , para- graphs, 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 11 . 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 -29- and effect immediately after its adoption. PASSED and ADOPTED this 7th day of April, A.D. 1965. F,' A . a / prer ATTEST : I City Cler { —30— 1 - t � O U) W o ua� � G4a) H 0 t-s1 tr) m •4-+ m a o z oav H z 4-4 •r4 O 0 o si H H O U) O ▪ bo . o •r4 o CO • fiord w 0 , � P4 co o a PI