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Resolution 78-15748 RESOLUTION NO . 78-15748. A RESOLUTION providing for the issuance of $6 ,000,000 Parking Revenue Bonds , Series 1979, of the City of Miami Beach, Florida , providing for the sale , security and payment thereof, making certain cover:uncs 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 1949 Chapter, 26029; Laws of Florida, 1949) , the City of Miami Beach is authorized to 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 under the amendment to the charter of said city approved at the election on November 8 , 1966 , adding Section 39 3/4 thereto, such revenue bonds canbe issued in denominations of multiples. of $2 ,000; 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 Commission 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 expens,., . 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 ;144,000 Parking Revenue Bonds , Series 1965, of the City of Miami Beach issued pursuant to Resolution Number 11410 adopted on April 7, 1965 , and $330, 000 Parking Revenue Bonds , Series 1967 of said city issued pursuant to Resolution No. 12086 adopted April 5 , 1967 as amended by Resolution No. 12161 adopted July 19 , 1967 all of which bonds are payable from said revenues ; and WHEREAS paragraph 2 of Subsection G of Section 6 of said Resolution Number 11410 permits the issuance of additional bonds on a parity with said Parking Revenue Bonds , Series 1965 , if the conditions therein prescribed for the issuance of such additional bonds in said paragraph 2 are met upon the delivery of said additional bonds ; and WHEREAS all of said conditions will have been met upon the delivery of the bonds herein authorized; and WHEREAS the city desires to provide for the relaxation of the provisions under which the city may issue additional parity bonds , subject to the rights of the holders of the Parking Revenue Bonds , Series 1965 and 1967, from time to time outstanding; and WHEREAS on October 5 , 1978, at a duly called and held Special Election in said city, a majority of the qualified voters of the City of Miami Beach approved the following proposition: i , "SHALL the City of Miami Beach, Florida, issue Parking Revenue bonds in the amount of $6 ,000 ,000 , with interest at a rate to be hereafter determined, not exceeding ten percent (107) per annum, the maximum permitted by law, 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 being defined as any lot or lots , buildings and struc- tures, above, at, or below the surface of the street or earth, either on the street or off the street, or both, including 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) , for the following designated areas , but not limited thereto: Arthur Godfrey Road Business District; Lincoln Road Mall; Washington Avenue Commercial Area; Collins Avenue Area? Said bonds shall be secured by the pledge of and payable solely from the net revenues of any one or more, or any combination of the City' s automobile parking facilities . " -2- NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA: Section 1. That for the purpose of paying part of the cost of acquiring additional automobile parking facilities and of equipping and improving parking facilities for the City of Miami Beach, (auto- mobile 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, including 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) , including reimbursement of said city for expenditures previously made by said city for said facilities , all of which facilities shall comprise part of "the system" as defined in Section 4 of the aforementioned Resolution No. 11410, other funds for acquiring, equipping and improving said facilities to be derived from the available surplus (as defined in Section 6 hereof) of the revenues of said facilities , there are hereby authorized to be issued the Parking Revenue Bonds , Series 1979 , of the City in the aggregate principal amount of $6, 000, 000. Said bonds shall be dated January 1, 1979 , shall be in the denomination of $5, 000 each (or such lesser denomination as may be established upon the sale thereof) , and if all bonds are in the denomination of $5, 000 they shall be numbered 1 to 1200 , inclusive, shall bear interest until paid at the rate of ten per cent (10%) per annum or such lesser rate or rates 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, New York, and shall mature serially on January 1 of each of the years as follows : -3- • 1� BOND NUMBERS AMOUNT YEAR If in $5 ,000 denominations 1 to 20 $100 ,000 1981 21 to 40 100, 000 1982 41 to 60 100 ,000 1983 61 to 80 100 , 000 1984 81 to 100 100 ,000 1985 101 to 120 100 , 000 1986 121 to 150 150 ,000 1987 151 to 180 150 , 000 1988 181 to 210 150,000 1989 211 to 240 150, 000 1990 241 to 270 150, 000 1991 271 to 310 200, 000 1992 311 to 390 400, 000 1993 391 to 470 400, 000 1994 471 to 560 450 , 000 1995 561 to 660 500 , 000 1996. 661 to 760 500 ,000 1997 761 to 860 500 , 000 1998 861 to 960 500, 000 1999 961 to 1080 600 ,000 2000 1081 to 1200 600 , 000 2001 Some of the bonds may be made subject to redemption prior to maturity at the option of the city under the terms and conditions to be determined by the City Commission prior to delivery of said bonds . • -3A- x 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 principal and to a representative of the original purchasers of the bonds who will be named by subsequent resolution, 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 shall be so mailed and published not less than thirty days prior to the date fixed for redemption. If because of temporary or permanent suspension of the publication or general circulation of any newspaper or financial journal or for any other reason it is impossible or impractical to publish such notice of call for redemp- tion in the manner herein provided, then such publication in lieu thereof as shall be made with the approval of the City Attorney shall constitute sufficient publication of notice. If all of the bonds so called for redemption on any interest payment dateare 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. That the bonds shall be signed by the Mayor and the Finance Director of the city and attested by the City Clerk (thesignatures of said City Clerk and said Finance Director being by facsimile) and shall have printed thereon a facsimile of 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. • -4- J 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 AMERICA STATE OF FLORIDA COUNTY OF DADE CITY OF MIAMI BEACH PARKING REVENUE BOND SERIES 1979 Number $5,000 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 FIVE THOUSAND DOLLARS ( $5,000) 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, New York. Bonds of the issue of which this is one maturing after January 1, 19 , are callable for redemption in inverse numerical order on that date and on any interest payment thereafter for payment from revenues derived from the operation of the city 's automobile parking facilities , and bonds maturing after January 1, 19 , are callable for redemption in inverse numerical order on January 1, 19 , and on any interest payment date thereafter for payment from any legally available source. The redemption price -5- shall be par and accrued interest to the date fixed for redemption plus a premium, regardless of source of payment of % of the principal amount thereof for each bond called for redemption on or prior to January 1, , % for each bond called for redemption thereafter on or prior to January 1, , % for each bond called for redemption thereafter on or prior to January 1, and % 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 registered holder of each bond so called for redemption which is then registered as to principal and to of > D 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 because of temporary or permanent suspension of the publication or general circulation of any newspaper or financial journal or for any other reason it is impossible or impractical to publish such notice of call for redemption in the manner herein provided, then such publi- cation in Lieu thereof as shall be made with the approval of the City Attorney shall constitute sufficient publication of notice. If all of the bonds so called for redemption on any interest pay- .ment 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 $6 ,000,000 of like tenor and effect , except as to maturity (and interest rate) issued pursuant to the Constitution and Laws of Florida and Resolution Number 11410 adopted by the City Commission of said city on April 7, -6- 1965, as supplemented by Resolution Number adopted by said City Commission on — -, 197 , 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. This bond and the issue of which it is a part , together with certain Parking Revenue Bonds, Series 1965, Series 1967 , and such other bonds as 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 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 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, to provide such reasonable fund for -contingencies - as is required by the resolution authorizing . this bond and to provide an adequate depreciation fund. For a statement of the covenants, terms and provisions securing the bonds of the issue of which this is one, including statements of the right of the City of Miami Beach to issue additional bonds on a parity therewith and the terms under which said resolutions can be amended with the consent of the holders of seventy-five per cent (75%) in principal amount of the bonds and parity bonds issued thereunder, reference is made to the aforementioned Resolutions Numbered 11410, and _ 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. -7- It is hereby certified and recited that all acts , condi- tions 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 , 197 IN WITNESS WHEREOF, the City of Miami Beach has caused this bond to be executed by its Mayor and its Finance Director and attested by its City Clerk (the signatures of said and said being by facsimile) with a facsimile of the corporate seal of said city printed hereon, ,and has caused the interest coupons hereto attached to be executed by said Mayor and City Clerk by their facsimile signatures, all as of this first day of January, 1979. Mayor Finance Director ' Attest : City Clerk (Form of Coupon) Number On the first day of , 19 , unless the hereinafter mentioned bond shall then be optional for redemption -8- 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, New York, being interest due that day on its Parking Revenue Bond, Series 1979 , dated January 1, 1979 , 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 Chemical Bank, New York; New York, as ,Registrar, or such other Registrar as may be duly appointed by resolution of the City Commission of the City of Miami Beach, 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 registration blank below, but this 'bond may be discharged from registration by being transferred to bearer, after which it shall be trans- ferable 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. (No writing in this blank except by the Registrar) Date of Name of Signature Registration Registered Holder of Registrar • • • • • -9- 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 speficically, 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" ) shall continue, to the extent necessary therefor, to be pledged for the purpose prescribed by Section 4 of Resolution Number 11410 adopted on April 7 , 1965, authorizing the Parking Revenue Bonds , Series 1965. For the purpose of this resolu- tion reference to "the system" shall have the same meaning as pre- scribed by Section 4 of said Resolution Number 11410 . Section 5. That the bonds herein authorized, being issued on a parity with the Parking Revenue Bonds, Series 1965, and Series 1967 , of the City of Miami Beach, shall be payable from the Parking Revenue Bond and Interest Redemption Fund created by said Section 4 of said Resolution Number 11410 including the Reserve Account therein to the same extent as the Parking Revenue Bonds, Series 1965, and Series 1967. The holders of the bonds herein authorized shall have the same rights as the holders of said Parking Revenue Bonds, Series 1965 and Series 1967 , to enforce all of the covenants contained in said resolution for the security of the bonds thereby authorized including the covenants as to the payments into the various funds created by said resolution, the employment of traffic engineers and, if .required, the obtaining of .reports. of such engineers , the obtaining of copies of the annual budget , the efficient -10- maintenance and operation of the system, the fixing and collection of rates and charges, the prohibition against free parking or services, thekeeping and auditing of books and records and the right to receive auditors reports, the maintenance of insurance, the prohibition against sale or other disposition of the system or a substantial part thereof (subject to the exceptions mentioned in said resolution) the restrictions on the issuance of additional bonds payable from the revenues of the system, the maintenance of parking meters and the bonding of officials and employees . The rights of the holders of the bonds herein authorizedand the appurtenant coupons to enforce such covenants shall extend until all of said bonds and coupons have been paid or funds sufficient for their payment deposited with the paying agent . All of the provisions of Resolution Number 11410 shall inure to the benefit of and be enforceable by the holders of the bonds herein authorized to the same extent as with respect to the bonds authorized by said Resolution Number 11410; however, the City reserves the right to amend said resolution without the consent Of the holders of any of the bonds herein authorized whenever such amendment would not violate the rights of the holders of. the Parking Revenue Bonds , Series 1965 and Series 1967 to effect the following changes : (a) the audits and engineers ' reports contemplated by Sections 5 and 6 of Resolution Number 11410 may be prepared and furnished on the basis of a fiscal year which corresponds from time to time with the fiscal • year then in use by the City for its general accounting purposes; and (b) monies in the various funds and accounts prescribed by Sections 5 and 10 hereof may from time to time be invested in whatever investments may be permitted . by state law or the City Char.•ter with respect to Investment of funds of the City generally . -11- Section 6 . That from and after the issuance of the bonds ' herein authorized the payments into the Parking Revenue Bond and Interest Redemption Fund shall be increased as required by Section 4 of said Resolution Number 11410 so as to pay into the current requirements portion of said fund in each month a sum equivalent to one-twelfth of the aggregate amount of principal and interest falling due on July 1 of the sinking fund year and on v January 1 of the next succeeding sinking fund year on the bonds herein authorized as well as the Parking Revenue Bonds, Series 1965 and Series 1967 . In addition, there shall be paid into said fund all accrued interest received from the purchasers of the bonds herein (in equal monthly installments) authorized/and any additional sum which may be necessary to assure the prompt payment of principal and interest falling due during the next succeeding twelve months to the extent that such amount will not be available from the aforementioned monthly payments. Further, there shall be paid into the Reserve Account in said fund the sum of $10, 000 per month whenever and to the extent necessary to accumulate in said account an amount equal to the highest future annual principal and interest requirement of all Parking Revenue Bonds, Series 1965 and Series 1967, and bonds herein authorized outstanding. All of the payments mentioned in this section shall be made only from the revenues of the system (except for accrued interest received from the purchasers of the bonds herein authorized) and all monthly payments shall be made on the same day of each month as payments for the benefit of the Parking Revenue Bonds , Series 1965 and Series 1967 . It is hereby found and declared that the aforementioned $10, 000 monthly payments will accumulate in the Reserve Account , within 60 months following the delivery of the bonds herein authorized, an amount at least equal to the highest future annual principal and interest requirement of all Parking Revenue Bonds , Series 1965 and Series 1967 , and the bonds herein authorized. -12- The city reserves the right , upon refunding or otherwise providing for the retirement of the Parking Revenue Bonds, Series 1965 and 1967 , to apply to such retirement (including the payment of principal, interest and redemption premiums) any available surplus in the Reserve Account in the Bond Fund. "Available surplus ," for purposes of this paragraph, means any excess in said account over and above either (a) the maximum principal and interest require- ment for any future twelve month period of all bonds herein authorized and future parity bonds outstanding on the day before such application or, if less, (b) the amount which would be in said account on said day before such application if the amount described in clause (a) were being accumulated in said account at the rate of one-sixtieth of such amount per month (or fraction of month) commencing with a zero balance on the first day of the first full month after delivery of the bonds herein authorized. Any such applicationof available surplus shall automatically cause the approximately equal monthly amounts to be paid into the Reserve Account immediately thereafter to be increased if necessary so that said account will contain the maximum principal and interest requirement for any future twelve month period of the bonds herein authorized within sixty-one months after delivery thereof plus such further amount as shall be required by proceedings authorizing additional parity bonds . Section 7 . On and after the first date upon which the bonds herein authorized are callable for redemption, said date to be determined by resolution ,of the City Commission of said city, the bonds herein authorized shall be subject to purchase or redemption as provided in the paragraph designated "Surplus Revenues" in Section 4 of said Resolution Number 11410, and shall share in the funds available in the proportion borne by the amount of the bonds herein authorized then outstanding to the amount of the Parking Revenue Bonds, Series 1965, Series 1967 then outstanding. Such -13-- proportion may be reduced upon the issuance of further bonds on a parity with the Parking Revenue Bonds , Series 1965, Series 1967, and the bonds herein authorized. Section 8. That the provisions of Section 7 of said Resolution Number 11410 shall govern the amendment of said resolution and it is hereby recognized that the holders of bonds herein authorized have, dollar for dollar in principal amount , equal rights to consent to amendments or to withhold consent as do the holders of the Parking Revenue Bonds, Series 1965, Series 1967 . In addition, the holders of seventy-five per cent (75%) in principal amount of the bonds herein authorized at any time outstanding shall have the right from time to time to consent to and approve the adoption by the city of a resolution or resolutions modifying or amending this resolution. Such right shall be subject to the same terms and conditions , and consents shall be established, as provided in Section 7 of the said Resolution Number 11410 except that the consents of only holders of bonds herein authorized shall be required. Section 9 . That the city hereby expressly reserves the right to issueadditional bonds on a parity with the Parking Revenue Bonds, Series 1965 and Series 1967 and the bonds herein authorized as provided in Subsection G of Section 6 of said Resolution Number 11410. Whenever, (whether by virtue of the making of provision for the retirement of the Parking Revenue Bonds , Series 1965 and Series 1967 or by virtue of amendment ofthe resolutions authorizing said bonds in the manner provided in said resolutions or for any other reason) the rights of the holders of the Parking Revenue Bonds, Series 1965 and Series 1967 of the City of Miami Beach do not preclude such issuance, the city may issue additional bonds on a parity with the bonds herein authorized (and such Parking Revenue Bonds , Series 1965 and Series 1967 as may then be outstanding) if all ,of the following conditions are satisfied : -14- A. Additional bonds may be issued on a parity with the first lien bonds if all of the following conditions are satisfied : 1. There shall have been procured and filed with the City Clerk a statement by an independent certified public accountant of recognized reputation not in regular employ of the city on a salary basis reciting the opinion • based upon necessary investigation that the average annual net revenues of the system (as defined in Section 4 of Resolution Number 11410) for the two fiscal years immediately preceding the issuance of the additional bonds were at least equal to one and three tenths (1. 30) times the highest combined interest and principal requirement of any succeeding twelve month period for all first lien bonds then outstanding and the proposed additional bonds . 2 . There shall have been filed with the City Clerk a statement by the consulting engineer employed under either .Subsection A or B of Section 5 of Resolution Number 11410, reciting the opinion that the average annual net revenues of the system for the 36 months immediately following the time at which such facilities as are to be acquired with the additional parity bonds become fully operational will be at least equal to one and five tenths (1. 50) times the highest combined interest and principal requirement of any succeeding twelve month period for all first lien bonds then outstanding and the proposed additional parity bonds . Said statement shall be based on the accountant ' s certificate required under Subsection A 1 hereof with further adjustments to reflect not over 75% of the net revenues attributable to facilities not fully revenue producing on the date of such accountant ' s certi- ficate . -15- 3 . The payments required to be made into the various accounts provided in Section 4 of Resolution Number 11410 must be current. 4 . The additional parity bonds must be payable as to principal on January 1 of each year in which principal falls due and payableas to interest on January 1 and July 1 of each year, except that the first interest coupon may fall due on any January 1 or July 1 not more than one year from the date of such bonds. 5. The proceedings authorizing the additional. parity bonds must require that the amount to be accumulated and maintained in the Reserve Account in the Bond Fund established by Resolution Number 11410 be increased within 61 months after delivery of such additional bonds to not less than the maximum future annual principal and interest requirement of all first lien bonds then outstanding and said additional parity bonds . 6. Said proceedings must require that the proceeds of the additional parity bonds must be used solely for paying the cost of improvements , extensions, renewals, replacements or repairs to the system, including refunding an equal or larger principal amount of other obligations issued for such purpose or for the acquisition of existing parking facilities in the City of Miami Beach (including the payment of principal, interest and redemption premiums to the extent permitted by law) . B. By proceedings authorizing obligations junior in lien on the revenues to the bonds herein authorized, but which meet the requirements of Subsections A 4 and A 6 above, the city may provide for the accession of such junior lien obligations to the status of complete parity with the first lien bonds when there shall have been filed with the City Clerk a certificate meeting the requirements -16- of Subsection A 1 hereof but showing that the average annual net revenues received in some twenty-four months period ending later that the issuance of such junior lien obligations (and also later than thirteen months prior to the date of such accession) amounted to at least one and five tenths (1 . 50) times the highest combined interest and principal requirement of any succeeding twelve months period for all first lien bonds thenoutstanding and said junior lien obligations , and further reciting the opinion: 1. That the requirements of Subsection A 5 above have been met; 2. That all payments into the funds and accounts • required by Section 4 of Resolution Number 11410 as supplemented by Resolution Number 12086 and by this resolution and by each resolution authorizing future parity bonds are current as of the date of accession; and 3. That the Bond Fund, including the Reserve Account, contains the amount which would have been required to be accumulated therein on the date of accession if said junior lien obligations had originally been issued as first lien bonds; such amounts shall be shown in said certificate. Section 10. 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 by resolution or resolutions to be adopted by the City Commission, 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 payment of the costs to pay which the bonds are herein authorized, be deposited in a special account -17 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 approving the making of the payment, and, in cases where the requisition is for the payment 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 11. That in case any officer whose signature or a facsimile thereof appears on any bond or interest coupon shall cease to be such officer before delivery of any of the bonds , such signature or facsimile thereof shall, nevertheless , be valid and sufficient for all purposes the same as if such officer had re- mained in office until such delivery. In case any bond shall become mutilated or be destroyed 'or lost, the city will, if not then prohibited by law, cause to be executed and delivered a new bond of like date, number, maturity and tenor, in exchange and substitution for any upon cancellation of such mutilated bond and its interest coupons, or in lieu of and in substitution for such bond and its coupons destroyed or lost , upon the holder or owner paying the reasonable expenses and charges in connection therewith, and in the case of a bond destroyed or lost filing with the city evidence satisfactory to said city that such bond and coupons were destroyed or lost and of the ownership thereof, and furnishing indemnity satisfactory to the city. Section 12. That Joseph A. Wanick, as attorney for the city, is hereby authorized and directed to take appropriate proceedings in the Circuit Court of the Eleventh Judicial Circuit -18 - • a . of Florida in and for Dade County for the validation of the bonds herein authorized and the proceedings incident thereto, and the Mayor and the City Clerk are authorized to sign any pleadings and said officials and,the Finance Director are authorized to offer testimony in such proceedings for and on behalf of the city. Section 13 . The crTY 'MANAGER of the City (who is an officer charged, along with others , with the responsibility for the issuance of such bonds) shall execute on the behalf of the City of Miami Beach an arbitrage certificate for the purpose of assuring the purchases of said bonds . That the bonds herein authorized are not "arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code and Regulations pro- posed or promulgated thereunder. Such certificates shall con- stitute a certificate and representation of the City of Miami Beach and no investment shall be made of the proceeds of the bonds herein authorized nor of the money in the Bond Fund in violation of the expectations expressed in said arbitrage certif- icates . Section 14. 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 15 . 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 APPROVED this 19th day of October , 1978. Mayor Attest: fV/e y 14,4'41, 2/ City Clerk -19- ORIGINAL RESOLUTION NO. 78-15748 (Providing for the issuance of $6,000,000 Parking Revenue Bonds, Series 1979,CMB, • Fla. ,providing for the sale,security and payment thereof, making certain covenants and agreements in that connection) ' � t • •