RESOLUTION 87-19081 RESOLUTION NO. 87-19081
A RESOLUTION OF THE CITY COMMISSION
THE CITY OF MIAMI BEACH, OF
FLORIDA, AUTHO-
RIZING THE ISSUANCE OF NOT TO EXCEED
X10,000, 000 PARKING REVENUEC ED
BONDS,
SERIES 1987, OF THE CITY OF MIAMI BEACH,
FLORIDA, FOR THE
PURPOSE OF PAYING AT
THEIR RESPECTIVE MATURITIES OR UPON
EARLIER REDEMPTION
THE OUTSTANDING
PARKING REVENUE BONDS OF THE CITY ISSUED
PURSUANT TO RESOLUTION NO. 78-15748, AS
AMENDED BY RESOLUTION NO. 84-17654 AND
FOR ACQUIRING IMPROVING
AND EQUIPPING
AUTOMOBILE PARKING FACILITIES; PROVIDING
FOR THE SECURITY
AND PAYMENT OF SUCH
BONDS; MAKING CERTAIN COVENANTS
AGREEMENTS IN AND
CONNECTION THEREWITH;
PROVIDING SEVERABILITY; AND PROVIDING
EFFECTIVE DATE AN
WHEREAS, pursuant to the Constitution
and laws of the
State of Florida, including morear '
p ocularly Chapter 166,
Florida Statutes, and the CharterCity(the "Charter") of the of
Miami Beach, Florida (the "City") ,) , the City is authorized to
acquire, improve and equip automobile •
parking facilities in the
manner more specifically hereinafter provided, •
and to finance
and refinance the cost thereof through g the issuance o f revenue
bonds; and
WHEREAS, the improvement and extension ension of the
Automobile Parking Facilities (hereinafter defined) of the City
are urgently needed for the benefit . and welfare of the
inhabitants of the City and the City Commission of the City of
Miami Beach, Florida (the "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 paythe •
expenses of operating
and maintaining the Automobile ParkingFacilities aclllt�es and to pay
principal of, premium, if any, and interest on the Bonds
hereinafter authorized and to establish necessary reserves for
contingencies; and
WHEREAS, the Commission on October 19 , 197-8as
p sed and
adopted Resolution No . 78-15748 (the "1978 Resolution" )
authorizing the issuance of
$6 , 000 , 000 principal amount of
Parking Revenue Bonds , Series 1979 , the
C " 1979 Bonds" ) for the
:....-..,...,s...,.._....=a''""'e:i►JF'aiFr.J. ;.. �-..t.:,y.,...s;�"►"4i.....L..t-cw.-...........:.,J:.fes..-...-.._. .. _s...:..JR .-...._..0-..•..__..,:J:..a::.i.r_. .._ - .. . .,...`_ .
purpose of paying part of the cost of
acquiring additional
Automobile Parking Facilities (as hereinafter defined) for
the
City, including reimbursement of the City for expenditures
previously made by the City for said facilities; and
WHEREAS, the Commission on March 14, 1984 passed and
adopted Resolution No. 84-17654 amending the 1978 Resolution in
its entirety •so as to authorize the issuance of not to exceed
$6,000,000 principal amount of Parking Revenue Bonds, Series
1984 (the "1984 Bonds") for the purpose of paying part of the
cost of acquiring additional Automobile Parking Facilities and
of equipping and improving Automobile Parking Facilities for the
City, including reimbursement to the City, for expenditures
previously made by the City for Automobile ParkingFacilities
Facilities
(the 1978 Resolution, as amended, being referred to herein as
the "1984 Resolution") ; and
WHEREAS, the Commission has determined and does hereby
determine that is in the best interest of the City at this time
to pay at their respective maturities or to redeem at selected
redemption dates the 1984 Bonds, including the interest to
accrue to such maturities and redemption -
p dates and any redemp-
tion premiums, for the purposes at this time of (a) replacing
P g
the 1984 Resolution so as to remove certain restrictive cove-
nants contained in the 1984 Resolution, and (b) restructuring
debt service; and
WHEREAS, the Commission has determined to provide for
the issuance at this time of revenue bonds of the City in the
aggregate principal amount of not exceeding TEN MILLION DOLLARS
($10, 000, 000) and designated Parking Revenue Bonds, Series 1987
(the "1987 Bonds" ) , for the purpose of (a) paying, together with
any other available funds, at their respective maturities or
upon earlier redemption the 1984 Bonds, (b) paying all or a part
of the cost of acquiring, equipping and/or improving Automobile
Parking Facilities, (c) funding the Reserve Account (hereinafter
defined) and (d) paying the costs of issuance of the 1987 Bonds .
_2_
,• .,.._.,.... _ �,w �, - .z T: ;-
•
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA:
SECTION 1. AUTHORIZATION. There are hereby authorized
to be issued Parking Revenue Bonds, Series 1987, of the City in
the aggregate principal amount not to exceed $10,000,000 for the
purpose of (a) paying, together with any other available funds,
at their respective maturities or upon earlier redemption the
1984 Bonds including the interest to accrue to such maturities
and redemption dates and any redemption premiums, (b) paying all
or part of the cost of acquiring, equipping and/or improving
certain Automobile Parking Facilities for the City (Automobile
Parking Facilities are hereby defined as any or lot 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 to the City,
for expenditures previously made by the City for Automobile
Parking Facilites, all of which Automobile Parking Facilities
shall comprise part of the System (as hereinafter defined) , (c)
funding the Reserve Account, and (d) paying the costs of
issuance of the 1987 Bonds.
All covenants, agreements and provisions of this
Resolution (the "Resolution") shall be for the equal benefit and
security of all present and future registered owners of the 1987
Bonds and any parity bonds herein authorized (said 1987 Bonds
and parity bonds herein authorized are herein referred to as the
"Bonds") without preference, priority or distinction, except as
otherwise hereinafter provided, of any one Bond over any other
Bond by reason of priority in the issue, sale or negotiation
thereof, or otherwise.
For the purpose of this Resolution reference to "the
System" shall be understood to refer to all Automobile Parking
Facilities owned, leased or operated by the City at any time
_3_
•
while any the h
e Bonds may be outstanding 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 publicarkin
P 9, and all
intangible property of every nature used in connection with the
operation of such Automobile ParkingFacilities, including
including
franchises, licenses, leases, contracts and agreements;
provided, however, that certain Automobile ParkingFacilities t es in
connection with the Miami Beach Convention Center, whether
currently existing or authorized in the future by the Commission
shall not be deemed part of the System for theur oses hereof,
P ereof,
if so determined by the Commission; furtherrovided
P however,
that the disposal of any Automobile Parking Facilitywithin
the
System shall be subject to the provisions set forth in Section
17.F. of this Resolution.
The 1987 Bonds shall be deposited with the Trustee (as
hereinafter defined) for authentication and delivery, but before
the 1987 Bonds shall be delivered the followinshall be filed
filed
with the Trustee:
(a) a copy, certified by the City Clerk to be a true
and correct copy, of this Resolution;
{b) a copy, certified by the City Clerk to be a true
and correct copy, of the resolution referred to below in Section
2, which resolution shall also authorize the execution of an
Escrow Deposit Agreement by and between the City and a bank or
. trust company designated as Escrow Agent (the "Escrow Agent" ) in
said Agreement, provide for the disposition of moneys held eld under
the 1984 Resolution, award the 1987 Bonds and direct the
delivery of said 1987 Bonds to or upon the order of theP ur-
chasers named in said resolution upon payment of theP urchase
price therein set forth, plus the accrued interest
on the 1987
Bonds;
(c) an executed counterpart of the said Escrow Deposit
P
Agreement ; and
-4-
(d) a copy, certified bythe City ty Clerk, to be a true
and correct copy of the resolution of the Commissiona
c llinq the
1984 Bonds to be redeemed at selected redemption dates.
ates.
When the documents described in paragraphs (a) through
9
(d) of this Section have been filed with the Trustee and when
the 1987 Bonds have been executed and authenticated as required
by this Resolution, the Trustee shall deliver said 1987 Bonds to
or upon the order of the purchasers named in the resolution
0
referred to in (b) above, but only upon payment of theP urchase
price of said 1987 Bonds and the accrued c wed interest thereon. The
Registrar (as hereinafter defined) , Trustee, Paying Agent
Y g
hereinafter defined) and Escrow Agent shall be entitled to rely
upon this Resolution and the resolutions referred to above as to
all matters stated therein.
SECTION 2. DESCRIPTION OF BONDS. The Bonds shall be
in the denomination of $5,000 or any integral multiple thereof,
,
shall bear interest at such rate or rates, notexceeding exceeding the
maximum rate allowed by Florida law, to be determined upon the
sale thereof, payable at such times, shall be dated, shall
mature on such date and in such years and amounts, and shall
be
subject to such additional terms and conditions,t ons, all as shall be
determined by subsequent resolution or resolutions of the
Commission adopted on or prior to the date of sale thereof . The
Bonds shall be issued in fully registered form and shall be
numbered consecutively from R-1 upward.
The principal of, redemption premium, if any, and the
interest on the Bonds shall be paid in any coin or currency of
the United States of America which, at the respective P e t Imes of
payment, is legal tender for the payment of public and private
debts . The principal of and redemptionremium if any,y, on the
Bonds shall be payable only to the registered owner or his legal
representative at the principal office of a bank or banks to
be
designated by the Commission by subsequent resolution asa in
P Y g
agent (the "Paying Agent") or at the- office designated for such
payment of any successor thereto. Payment of the interest on
-5-
'each of the Bonds shall be made bythe Paying y q Agent on each
interest payment date to the person appearing the 9 on registra-
tion books of the City hereinafterrovi
p ded for as the regis-
tered owner thereof, by draft or check mailed to such '
registered
owner at his address as it appears on such registration books,
at the close of business on such record date as shall be deter-
mined by subsequent resolution of the Commission (or ifP rovided
by subsequent resolution of the Commission by wire transfer) .
Notwithstanding any other provisions of this Resolu-
tion, the City may, at its option, prior to the date of issuance
of any Bonds, elect to use a book-entry system with respect to
issuance of any Bonds, provided adequate records will be kept
with respect to the ownership of Bonds issued in book-entry form
or the beneficial ownership of Bonds issued in the name
. of a
nominee. As long as any Bonds are outstanding in book-entry
form, the provisions of this Resolution inconsistent with
book-entry Bonds shall not be applicable to such book-entry
t y
Bonds. The details of any alternative system of Bond issuance,
as described in this paragraph, shall be set forth in a
resolution of the Commission duly adopted at orP rior to the
sale of any of the Bonds .
SECTION 3 . EXECUTION OF BONDS. All the Bonds shall be
executed on behalf of the City bythe manualfacsimile
or
signature of the Mayor of the City and by the manual or
facsimile signature of the City Clerk, and a facsimile of its
seal shall be imprinted thereon. If any of the officers who
shall have signed any of the Bonds or whose facsimile signature
shall be upon the Bonds shall cease to be such officer of the
City before the Bonds so signed and sealed shall have been
actually authenticated by the Trustee or delivered by the City,
such Bonds nevertheless may be authenticated, issued and
delivered with the same force and effect as though the person or
persons who signed such Bonds or whose facsimile signature shall
be upon the Bonds had not ceased to be such officer or officers
of the City; and also any such Bond may be signed on behalf of
-6-
Vit; ,, '.. . t• .. e._. + �'. ..
•
•
• l
the City by those persons who, at the
actual date of the
execution of such Bond, shall be
the proper officers of the •
City, although at the dated date of such Bond (as indicated on
such Bond) any such person shall not have been
such officer of
the City.
SECTION 4 .
AUTHENTICATION. The Bonds shall not be
secured hereby or entitled to the benefit hereof, and
shall not
be valid or obligatory for any purpose, unless
there shall be
endorsed on such Bonds a certificate of •
authentication,
substantially in the form prescribed inh' •
inthis Resolution,
executed by the Trustee, and such certificate on any Bond issued
by the City shall be conclusive evidence and
the only competent
evidence that it has been duly authenticated •
and delivered
hereunder.
SECTION 5. NEGOTIABILITY, REGISTRATION. TRANSFER AND
EXCHANGE. The Bonds issued hereunder shall be and shall have
all of the qualities and incidents of negotiable
instruments
under the laws of the State of Florida, and •
each successive
registered owner, in accepting P g an y of said Bonds, shall be
conclusively deemed to have agreed that such Bonds shall be and
have all of the qualities and incidents of negotiable
instruments under the laws of the State of Florida.
By subsequent resolution, the Cityshall
duly appoint a
registrar for the Bonds (the "Registrar") and there shall be
kept by the Registrar at its principal corporate •
P p ate trustoffice
books for the registration and transfer of Bonds, •
and the City
shall appoint the Registrar its agent to keep such books and
make such registrations and transfers under such reasonable
regulations as the City or the Registrar •
g ar may prescribe; and the
Registrar shall register or transfer or cause to be registered
or transferred thereon, as herein provided, anyBonds,s, upon
presentation thereof at such office.
The Bonds may be transferred only on the registration
books required to be kept pursuant to this section
by the
registered owner in person or by his dulyauthorized ed attorney,
-7-
ti
.^r — v—:T-Y'ir•;lr;__..L'i.••..-- - ,..,y.'.r...�....ww..,-... __- .._....-- __ -.. -.. ......- ._'_.._...... —•----•--••-.—r..-.....--+..-r..,Y. .- . .. ......-._. ._._.. .....T-.,`..-,.'_ _' s,y;.-'- _. .._.,f.......,,.... - l
' ..J.........r... ........._w-. ate_- t4... .t.,. . _. .. •b.. ...... ...�_ ... - .. .. .
and only upon surrender thereof to the Registrar with aro er
P P
written instrument of transfer in form and with guarantee of
signature satisfactory to the Registrar. Upon such 9 p c surrender a
new fully-registered Bond of the same maturityand
in the same
aggregate principal amount and bearing the same rate of interest
will be issued to and in the name of the transferee. Such
transfers or exchanges as hereinafter authorized shall be
without charge to the registered owners of the Bonds, but any
taxes or other governmental charges required to be paid with
respect to the same shall be paid by the registered owner
requesting such transfer as a condition precedent to the
exercise of such privilege.
Any Bonds, upon surrender thereof at therinci al
P P
corporate trust office of the Registrar, together with an
assignment duly executed by the registered owner thereof or his
attorney or legal representative in such form as shall be
satisfactory to the Registrar, may, at the option of the holder
thereof, be exchanged for an aggregate principal amount of Bonds
equal to the principal amount of the Bond or Bonds so surren-
dered and bearing the same rate of interest.
The Registrar shall not be required to transfer er or
exchange any Bond at such times as shall be determined by
subsequent resolution or resolutions of the Commission adopted
prior to the date of sale thereof.
Each Bond delivered pursuant to any provision of this
Resolution in exchange or substitution for, or upon the transfer
of the whole or any part of one or more other Bonds, shall carry
all of the rights to interest accrued and unpaid and to accrue
which were carried by the whole or such part, as the case may
be, of such one or more other Bonds .
The person in whose name any Bond shall be registered
on the books maintained pursuant to this section may be deemed
and treated as the absolute owner thereof, whether or not such
Bond shall be overdue, and the City, the 'Registrar, the Trustee
and the Paying Agent shall not be affected by any notice to the
_g_
'contrary; and payment of, or on account of, therinci al of,
P P
redemption premium, if any, and the interest on, such Bond shall
be made only to such registered owner thereof, but such
registration may be changed as provided herein. All
such
payments shall be valid and effectual to satisfy and discharge
4
the liability upon such Bond to the extent of the sum or
sums so
paid.
SECTION 6. TEMPORARY BONDS. Until Bonds in definitive
form are ready for delivery, the City may execute, and upon its
s
request in writing, the Trustee shall authenticate and deliver
in lieu of any thereof, and subject to the samerovi i
p s ons,
limitations and conditions, one or more printed, lithographed g phed o r
typewritten Bonds in temporary form, substantially of the tenor
of the Bonds herein before described, with appropriate
omissions, variations and insertions. Such Bond or Bonds in
temporary form will be in the principal amount of Five Thousand
Dollars ($5,000) or any multiple thereof. Until exchanged for
or
Bonds in definitive form, such Bonds in temporaryform shall
be
entitled to the lien and benefit of this Resolution. The City,
without unreasonable delay, shall prepare, execute and deliver
e
to the Trustee and thereupon, upon theresentation
P and
surrender of the Bond or Bonds in temporary form, the Trustee
shall authenticate and deliver, in exchange therefor, a Bond or
Bonds in definitive form in any authorized denomination, and for
the same aggregate principal amount as the Bond or Bonds in
temporary form surrendered and bearing the same rate of
interest. Such exchange shall be made by the Trustee without
any charge therefor.
SECTION 7. BONDS MUTILATED, DESTROYED, STOLEN OR
LOST. In case any Bond shall become mutilated, or be destroyed,
stolen or lost, the City may in its discretion issue and deliver
a new Bond of like tenor as the Bond so mutilated, destroyed,
stolen or lost, in exchange and substitution for such mutilated
Bond, or in lieu of and substitution for the Bond, destroyed,
stolen or lost, and upon the registered owner' s furnishing the
_9_
City proof of his ownership thereof satisfactoryindemnity
to the City and the Trustee, complying with such other
reasonable regulations and conditions as the City and the
Trustee may prescribe and paying such expenses as the City and
the Trustee may incur. All Bonds so surrendered shall
be
cancelled by the Trustee. If any such Bonds shall have matured
or be about to mature, instead of issuing a substitute "Bond the
City may pay the same, upon being indemnified as aforesaid,
and
if such Bond be lost, stolen or destroyedwithout without surrender
thereof. Any such duplicate Bonds issued pursuant tohi
t s
Section shall constitute original, additional contractual '
obliga-
tions on the part of the City whether or not the lost, stolen len or
destroyed Bonds be at any time found by anyone, and suchdupli'
-
cate bonds shall be entitled to equal and proportionate onate
benefits
and rights as to lien on and, source and securityfor payment
p yment
from the funds, hereinafter pledged, to the same extent
as all
other obligations issued hereunder.
SECTION 8. REDEMPTION OF BONDS. The Bonds shall be
redeemable prior to their respective dates of maturity, at the
option of the City, in whole or in part, upon such terms s and
conditions as may be approved by subsequent resolution
or
resolutions of the Commission. The Bonds in denominations
greater than $5,000 shall be deemed to be an equivalent
number
of Bonds of the denomination of $5, 000. In the event a Bond
is
of a denomination greater than $5,000, a portion of such may be
redeemed, but Bonds shall be redeemed only in therinci al
P P
amount of $5,000 or any integral multiple thereof . The Trustee
shall select the Bonds or portions thereof to be redeemed in
accordance with the terms and provisions of this Resolution olutlon and
any subsequent resolution adopted by the Commission relating to
such Bonds.
Upon surrender of any Bond for redemption in part only,
Y
the City shall issue and the Trustee shall authenticate and
deliver to the registered owner thereof a new Bond
or Bonds of
the same series and maturity, bearinginterest� terest at the same rate,
of any authorized denomination ordenomlnatl'
ons in aggregate
principal amount equal to the unredeemedr e •
po tion surrendered .
-10-
_.. -+?'.:..is...:.a...a.:..�....---..-`..v. ...___ _..-+.._a'..`«--......J. :..._ _. .._. __ - _-_ ... :....u• Ll...., _ .. - .. _ _-_ __ ?-._. _... .. •...n _ ____... ,._ ..... -
Whenever any Bonds shall be delivered
to the Trustee
for cancellation, upona ent of theprincipal Ym principal amount thereof,
or for replacement, transfer or exchange, such Bonds shall be
cancelled and destroyed by the Trustee. Counterparts of
P the
certificate of destruction evidencingsuch destruction any shall
be furnished to the City.
SECTION 9. REDEMPTION NOTICE. With respect to any
Bonds to be redeemed, a written notice of anysuch redemption,
ption,
either in whole or in part, signed bythe
9 Trustee, shallbe
mailed, postage prepaid, at such time as shall be determined termined by
subsequent resolution of the Commission adopted p ed prior to the
date of sale of such Bonds, to all registered owners of Bonds to
be redeemed at their addresses as theyappear PP ear
on the
registration books herein provided for, but failure somail
to mail
such notice to any registered owner of a Bond shall not affect
the validity of the proceedings for such redemption with th respect
to 'any other registered owner of a Bond. Each such notice shall
set forth CUSIP members, if any, the certificate number,
the
called amounts of each certificate, date of issue, interest rate
and maturity date of the Bonds to be redeemed and shall also
include the date fixed for redemption, •
P the redemption price to
be paid and the names and address of the g
redemption agent.
P
SECTION 10 . EFFECT OF CALLING FOR REDEMPTION. On the
date so designated for redemption, notice havingbeen mailed led In
the manner and under the conditions hereinaboverovid
p ed and
moneys or investments described below in this Section 10 or a
combination of both for payment of the redemption price being
P
held in a separate escrowed account, the Bonds so called for
redemption shall become and be due and payable at the redemption
price provided for redemption of such Bonds on such date,
interest on the Bonds so called for redemption shall cease se to
accrue, such Bonds shall cease to be entitled to any lien,
benefit or security under this Resolution,
and the registered
owners of such Bonds shall have no rights ' in respect thereof
except to receive payment of the redemption price thereof .
-11-
Bonds called for redemption shall be cancelled upon the sur-
render thereof, plus accrued interest to
the date of redemp-
tion. The investments referred to in the first sentence •
e tense of this
Section 10 shall include: (i) direct obligations 9 s of, or
obligations the principal of and the interest on which hich are
unconditionally guaranteed by, the United States Government and
(ii) municipal obligations, the payment of the '
principal of,
interest and redemption premium, if
any, on which are irrevoc-
ably secured by obligations described in clause (i) this
of this
definition and which obligations are not subject to '
redemptlon
prior to the date on which the proceeds attributable to the
principal of the obligations are to be used and have been
deposited in an escrow account which is irrevocably pledged to
the payment, of the principal of and interest and redemption
premium, if any, on such municipal obligations .
SECTION 11. BONDS CALLED FOR REDEMPTION OR PAYMENT
PROVIDED THEREFOR NOT OUTSTANDING. Bonds for thea
p yment of the
principal or redemption price of which, either
at maturity or
earlier redemption date, and for thea ent of interest ym on
which to maturity or earlier redemption date, sufficient moneys,
or investments described in Section 10 above in
such amounts,
bearing interest at such rates and maturing at such dates that
the proceeds thereof and the interest thereon willr '
p ovlde such
moneys, or a combination of both, shall be held in a separate
escrowed account, shall not be deemed to be outstanding tstanding under
the provisions of this Resolution.
SECTION 12 . FORM OF 1987 BONDS. The form of the 1987
Bonds and the certificates of authentication and transfer shall
be substantially as follows :
-12-
•
•
4
[FORM OF BONDS] ,
CITY OF MIAMI BEACH, FLORIDA
PARKING REVENUE BOND
SERIES 1987
R -
Interest Rate Maturity Date Dated Date
CUSIP
Registered Owner
Principal Amount Dollars
The City of Miami Beach, Florida, apolitical
subdivision of the State of Florida (the "City") ,, for value
received, hereby promises to pay to the Registered g ed Owner hereof,
or registered assigns, on the Maturity Date shown hereon,
the
Principal Amount shown hereon, solely from the revenues here-
inafter specified, and to pay interest thereon, solely said
y from said
revenues, from the most recent interest payment dates to which
interest has been paid, or, if no interest has been '
paid, from
the Dated Date of this Bond, until payment of saidrinci
P pal sum
has been made or provided for, at the annual Interest Rate shown
hereon, on the first days of and in each
year, commencing . The principal hereof and the
redemption premium, if any, are payable, upon presentation and
surrender hereof, at the principal office of (the
"Paying Agent") , or at the office designated for sucha ent of
P ym
any successor thereto. The interest on this Bond, when due and
payable, shall be paid by check or draft mailed ailed to the
Registered Owner, at his address as it appears in the registra-
tion books of the City at the close of business on [INSERT
PROVISIONS ESTABLISHED BY SUBSEQUENT RESOLUTION] . [INSERT WIRE
TRANSFER PROVISIONS, IF ANY] The principal of, redemption
premium, if any, and interest on this Bond shall beaid in any
Y
13
coin or currency of the United States of America which, at the
time of payment, is legal tender for the payment of public p c and
private debts.
This Bond is one of a series of said bonds issued in an
aggregate principal amount not to exceed $10,000,000, each of
like tenor (except as to amount, date of maturity, rate a of
interest and provision for redemption) , designated "City City of
Miami Beach, Florida, Parking Revenue Bonds, Series 1987"8 (the
"1987 Bonds") , issued by said City for theur ose of
P P (a)
paying, together with any other available funds, •
at their
respective maturities [or upon earlier redemption] the City of
Miami Beach, Florida Parking Revenue Bonds, Series 1984, (b)
paying all or a part of the cost of acquiring, equipping
a nd/or
improving Automobile Parking Facilities (hereinafter referred to
as "Resolution") in the City of Miami Beach, Florida,
funding the Reserve Account (as defined in the hereinafter
einafter
referred to Resolution) , and (d) paying the costs of issuance of
the 1987 Bonds, and more particularly described in Resolution
No. of the City Commission of said City
"Commission") , passed and adopted on
and
Resolution of the Commission passed and adopted
on (the "Resolution") under the authority of and
in full compliance with the Constitution and Statutes
of the
State of Florida, particularly Chapter 166, Florida Statutes,
as
amended, and other applicable provisions of law. The Resolution
provides for the issuance from time to '
time of additional bonds
on a parity with the 1987 Bonds, under the conditions,
limitations and restrictions and for the purposes set forth th in
the Resolution (the 1987 Bonds together with such additional
bonds are hereinafter referred to as the "Bonds") .
This Bond and the issue of which it is apart p are
payable solely, as to principal, redemption premium, if any, and
interest from the revenues derived by the Cityfrom the
opera-
tion of certain automobile parking facilities designated 9 in the
Resolution, subject only to the prior payment of the reasonable
-14-
.....„�.._+'I_...r...w+..•._'?'•+e'.'+..+..--'ter-sl`"_..._...,,,.. ..- _ :....—....._...,,..- ....,f-- _._ .- .. .. _ _ _- - _._- - _ - - .. __ - __.._ _.-.-_�^+T._-_._m•,
and necessary expenses of operating and maintainingthe System
ystem
(as defined in the Resolution) .and the money and investments in
the funds and accounts established under the Resolution and
the
income derived from such investments, unless otherwiser v'
p o �ded
in the Resolution.
This Bond shall not be deemed to constitute a debt of
the City for which the full faith and credit of the City are
pledged, and the City is not obligated to this pay this Bond or the
premium, if any, or the interest hereon except from
P the
aforementioned sources. The issuance of this Bond shall not
directly or indirectly or contingently obligate the City y to levy
or to pledge any form of taxation whatever therefor, and the
holder of this Bond shall have no recourse to theower
P of
taxation.
Reference is made to the Resolution for a more complete
statement of the provisions thereof and of the rights of
g the
City, the Trustee (as defined in the Resolution) , Registrar
the eglstrar
(as hereinafter defined) , and the holders of the Bonds. '
Copes
of the Resolution are on file and may be inspected at
P the
principal office of the Trustee. By the purchase and acceptance
of this Bond the holder or owner hereof signifies i
g es assent to all
of the provisions of the Resolution.
[INSERT REDEMPTION PRICE SCHEDULE AND OTHER
REDEMPTION PROVISIONS ESTABLISHED
BY SUBSEQUENT RESOLUTION]
Bonds in denominations greater than $5, 000 shall be
deemed to be an equivalent number of Bonds of the denomination
of $5, 000 . In the event a Bond is in a denomination larger than
$5, 000, a portion of such Bond may be redeemed, but Bonds shall
be redeemed only in the principal amount of $5, 000 or any
integral multiple thereof. In the event any of the Bonds or
portions thereof are called for redemption as aforesaid, notice
thereof identifying the Bonds or portions thereof to be redeemed
will be given by the Trustee as provided in the Resolution.
Failure to give such notice or any defect therein, or in the
_15-
•fir v- . - - '
�. ......t...._,. ..,.,....,.....'-^^s. --r--..._. _....._....-. .' _. ::: .1,� ..�...,... - . - _ •^err = - '•- - .. e. '.."'.^+
publication thereof, shall not affect the validityof
. any
proceeding for. the redemption of other Bonds. All Bonds
so
called for redemption will cease to bear interest after the
specified redemption date provided funds for their redemption
are on deposit at the place of payment at that time. Such Bonds
will cease to be entitled to any benefits or securityof,
or to
be deemed outstanding under the Resolution and the holders of
such Bonds will have no rights in respect thereof except to
receive payment of the redemption price thereof, plus accrued
interest to the date of redemption.
If the date for payment of the principal of, remium
P ,
if any, or interest on this Bond shall be a Saturday, Sunday,
Y,
legal holiday or a day on which banking institutions in '
the city
where the principal office of the Paying Agent is located are
authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such
Ym date
shall have the same force and effect as if maden nominal
the nominal
date of payment.
This Bond is transferable as provided in Resolution
the Resolution
only by the Registered Owner hereof or his duly authorized
attorney at the principal corporate trust office
of
(the "Registrar") , upon surrender of this Bond, by
accompanied a
P
duly executed instrument of transfer in form and with guarantee
of signature satisfactory to the Registrar. Upon such
surrender, a new fully-registered 1987 Bond of the same maturity
and in the same aggregate principal amount and bearing the same
rate of interest will be issued to and in the name of the
transferee.
This Bond, upon surrender hereof at the principal
corporate trust office of the Registrar, together with a duly
executed assignment, may be exchanged for an aggregate principal
amount of Bonds equal to the Principal Amount hereof and bearing
interest at the Interest Rate shown hereon.
-16-
)'
The Registrar shall not be required to transfer or
. exchange any Bond [INSERT PROVISIONS ESTABLISHED BY SUBSEQUENT
RESOLUTION] .
The City, the Registrar, the Paying Agent and the
Trustee may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof for theur o
p p se of
receiving payment of, or on account of, theri '
p ncipa 1 of,
redemption premium, if any, and interest due hereon, and for all
other purposes, and neither the City, the Registrar, the Paying
ng
Agent nor the Trustee shall be affected by any notice to the
contrary.
The holder of this Bond shall have no right to enforce
the provisions of the Resolution, to institute action to enforce
the covenants therein, to take any action with respect to
P any
event of default under the Resolution, or to institute, appear
in or defend any suit or other proceeding with respect p thereto,
except as provided in the Resolution.
Upon the occurrence of certain events of default, and
on the conditions, in the manner and with the effect set forth
in the Resolution, the principal of this Bond maybecome
or may
be declared due and payable before its stated maturity, together
with the interest accrued hereon.
Modifications or alterations of the Resolution or of
any resolution supplemental thereto may be made only to the
extent and in the circumstances permitted by the Resolution.
Subject to the provisions for registrations endorsed
hereon and contained in the Resolution, nothing contained in
this Bond or in the Resolution shall affect or impair the
negotiability of this Bond, and this Bond shall have, as between
successive holders, all the qualities and incidents of a
negotiable instrument under the uniform commercial code
investment securities law of the State of Florida and shall be
understood to be an investment security with the meaning of and
for all the purposes of Article 8 of the Uniform Commercial Code
of Florida. This Bond is issued with the intent that the laws
of the State of Florida shallgovern its construction.
ct_on.
-17-
•
It is hereby certified and recited that all acts,
conditions and things required by the Constitution and lawsf
0
the State of Florida and by the charter of the City PP to happen,
exist and be performed precedent to and in the issuance of this
Bond have happened, do exist and have been performed as so .
required. This Bond does not constitute an indebtedness or
pledge of the general credit of the City within the meaning ng of
any constitutional or statutory provision limitingthe incurring
u ring
of indebtedness .
This Bond shall not be valid or become obligatory for
any purpose or be entitled to any benefit or security under the
Resolution until the certificate of authentication endorsed
hereon has be executed by the Trustee.
IN WITNESS WHEREOF, the City of Miami Beach, Florida
has caused this Bond to be executed in its name and on its
behalf by the manual or facsimile signature of its Mayorand the
t e
facsimile of its seal to be printed hereon and attested by the
manual or facsimile signature of its City Clerk and has caused
this Bond to be dated , 1987,
[SEAL] CITY OF MIAMI BEACH, FLORIDA
By:
Mayor
Attest :
City Clerk
114-015+/8-s
_1P_
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
• This Bond is one of the Bonds of the Series designated
herein and issued under the provisions of the within-mentioned
Resolution.
As Trustee
Date of Authentication:
By:
Authorized Signatory
114-015+/8-s _19-
._-._ --.� - -`- _ �'~ _._ .._ _ ,�•r. � _ .�-.
_.r,y
• /•.,.„@' __ _ � y _ .__.. ..__ _ --.. f _...1 ✓ _ _I). a ..
•
[FORM OF CERTIFICATE OF TRANSFER]
CERTIFICATE OF TRANSFER
FOR VALUE RECEIVED, the undersigned g ed hereby sells,
assigns and transfers unto �
(Insert Social Security
or other identifying number of Transferee)
the
within Bond, and all rights thereunder,eunder, and does hereby
irrevocably constitute and appoint
attorney, to transfer the within Bond on the
books kept for registration thereof, with full
power of
substitution in the premises.
Dated:
Signature Guaranteed by:
(Member firm of the New Yo r k
Stock Exchange or a commercial
bank or a trust company)
By:
Title:
•
NOTICE: No transfer will be registered and no new Bondswill well be
issued in the name of the Transferee, unless the
signature to this assignment corresponds with the name
as it appears upon the face of the within Bond inv
e ery
particular, without alteration or enlargement or
any
change whatever and
the Social Security, or Federal
Employer Identification Number of the Transferee is
supplied.
14-015+/5
-20-
.. ..._....._..._..,..s_....-,r.._. ...._..q..,r_ _- -... :<�+^?'..�.... ...r...r. .< .,... •..,,�,i.n..._. .. ,�x+.M.-yew...-xr..-...__-...._ �„���v� •f-• _' .. ��•r'•- _ _ -�":`-�-+:-,�.'...- yi.�,�w•-.._,�+--...-.�-.T�_i �.�
.g-
SECTION 13. A. PLEDGE. From and after the issuance
of any of the Bonds, all Revenues (hereby defined to be all
income and revenue of any 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
g Y
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,
certain income derived from investments in the Revenue Fund,
Debt Service Fund, Reserve Account and Renewal and Replacement
Fund (all as hereinafter defined) , to the extent set forth in
this Resolution, and the income derived from the investment of
moneys in the Surplus Fund (as hereinafter defined) ) , subject
only to the prior
payment of the reasonable and necessary
expenses of operating and maintaining the System, and the moneys
Y
and investments in the Revenue Fund, Debt Service Fund, Reserve
Account, Construction Fund (as hereinafter defined) and Renewal
and Replacement Fund and the income derived from said
investments, unless otherwise provided in this Resolution, and
with respect to the Construction Fund and Renewal and
Replacement Fund, pending application for the purposes for which
such Funds are created, are hereby pledged for the payment of
the principal of, redemption premium, if any, and interest on
the Bonds . The Revenues of the System so pledged are herein
called "Net Revenues . " The moneys and investments in the
Surplus Fund, other than the income derived from said
investments (which shall be applied and pledged as aforesaid) ,
are not and shall not be pledged for the payment of the
principal of, redemption premium, if any, and interest on the
Bonds .
The Bonds shall not constitute a debt of the City for
which the full faith and credit of the City is pledged, and the
City is not obligated to pay the Bonds or the redemption
premium, if any, or the interest thereon except from the
-21-
•
aforementioned sources . The issuance of the Bondsh
s all not
directly or indirectly or contingently obligate the City ty to levy
any tax or pledge any form of taxation whatever therefor and the
holder of the Bonds shall have no recourse to the
power of
taxation.
The aforementioned pledge shall not inhibit
the sale or
disposition of the System in accordance with this Resolution t on and
shall not impair or restrict the abilityof the City City to invest
in securities and other forms of investment, subject
to the
provisions of this Resolution.
During such time as the 1987 Bonds are outstanding, in
the event that the City issues put or demand Bonds, the '
City
will obtain a liquidity facility with respect to such Bonds, the
provider of which shall be rated "A" or higher byboth
M oody s
Investors Service, Inc. or any successors thereto and Standard &
Poor ' s Corporation or any successors thereto .
B. REVENUE FUND. There is hereby created, and there
shall be maintained by the City in a bank having a reported
capital and surplus of not less than $100, 000, 000,
a separate
fund known as the "City of Miami Beach ParkingSystem Revenue
Y e enue
Fund (the "Revenue Fund") , into which the Cityshall deposit
all
Revenues as received.
The money in the Revenue Fund shall be used bythe e City
in the following order of priority: .(1) toa the then
topay current
expenses of operating and maintaining the System, including but
not limited to the costs of (a) insurance or self insurance,
,
(b) the fees of the Trustee, the Registrar and the Paying y g Agent,
and (c) for paying the cost of repairs, renewals, and
replacements to the System normally classified as maintenance
and operation expenditures and contemplated to be made as such
in the annual budget of the System for the year in which they
are made; (2) for transfer to the Debt Service Fund toa
P Y
principal and redemption premium, if any, and interest on
the
Bonds and to make any required payments to the Reserve Account;
(3) for transfer to the Renewal and Replacement Fund toa
p y the
-22-
_ .. __ _�_. _._ __ .. ,r. ...-__. _..-_,-r- - -_ - ....- - - .- --- .- :.-..• � -;--.:- �--,--sem:-----'------+-"�'�---^-t-:-n-a-.......
cost of major renewals, replacements or repairs to the System,
y tem,
the cost of which would not be properly classified as
a normal
maintenance and operation expend-iture; and4
C ) any moneys
remaining in the Revenue Fund at the termination 'of each
of the
City' s Fiscal Years ("Fiscal Year") may be released '
to the City
for any other lawful purpose and if no such release occurs, the
remaining moneys shall be transferred
to the Surplus Fund. Such
remaining moneys (other than earnings on on moneys deposit Y post in
the Surplus Fund) shall no longer be pledged to thea
p yment of
the principal of redemptionremium
P if any, and interest on the
Bonds .
C. DEBT SERVICE FUND. There is hereby created and
there shall be maintained by the Trustee a separate fund
P to be
known as the "City of Miami Beach Parking •
System Debt Service
Fund" ("Debt Service Fund") . There shall beaid into to said
fund, simultaneously with the issuance of the Bonds, all accrued
interest received from the purchasers of the Bondsherein
herein
authorized. After there shall have been
deposited to the
Revenue Fund the aforesaid amounts, the City, aftera in
P y g the
items described in subdivision (1) of the secondar
p agraph of
Section 13 .B. hereof, shall transfer to the Debt Service
Fund in
each month, in not less than equal monthly installments, amounts
sufficient to accumulate in the Debt Service Fund, on or before
each interest and/or principal payment date (includingmandatory
tory
redemption dates, if any) of the Bonds a sum equal to the
t e
principal of, redemption premium, if any, and interest
payments
due on the Bonds on such interest and/or principal
P paymentdate.
There shall also be created in the Debt Service Fund a
separate account which shall be designated the "Reserve Account"
( "Reserve Account") . Moneys shall be deposited in the Reserve
Account until the sum therein is equal to the highest future
annual principal and interest requirements of the Bonds but in
no event in excess of any limitations set forth in the Internal
Revenue Code of 1986, as amended (the "Code" ) or the Regulations
promulgated thereunder (the "Regulations" ) . Prior to the sale
-23-
_ ,. - ..t' _. ._ r......•.__ r.-."...�•.. - - _ 'r, y•"..''. a.:.�_--:+.�R'"" ' ? ._ • ,._.fir._._.. _ -,.►.... .,. -•-ice"' '.-•••' -.-•-----•....
' T .i. r may_ `fi t 3• .t fir. •r. •. `. ~. 4'� - r.
of such series of Bonds, at the option of the Commission,Commission, as
determined by resolution adopted prior to the issuance of such
series of Bonds, the Reserve Account shall be fully funded on
the date of issuance of the Bonds or sums shall be accumulated
therein in equal monthly installments sufficient to ensure that
it will be fully funded within sixty (60) months after
the date
of issuance of such Bonds. The money in the Reserve Account
shall be retained and used only for the payment ofrinci al
P P of,
redemption premium, if any, and interest on Bonds becoming due
at any time when there would be a default if moneynot
were so
used. Any payments made from the Reserve Account torev
p ent
default shall be promptly reimbursed to said
Account from the
Net Revenues of the System thereafter received and not required
for the making of the payments then currentlyrequired q to be
made into the Debt Service Fund other than to the Reserve
Account.
Notwithstanding the foregoing provisions, in lieu of or
in substitution for all or any portion of the moneys in the
Reserve Account, the City may cause to be deposited into
the
Reserve Account a Reserve Account Insurance Policy or a Reserve
Account Letter of Credit for the benefit of the holders of the
Bonds in an amount equal to the amount of moneywhich would
otherwise have been required to have been in the Reserve Account .
The term "Reserve Account Insurance Policy" shall mean
the insurance policy, surety bond or other acceptable p e evidence
of insurance, if any, deposited in the Reserve Account in lieu
of or in partial substitution for cash or securities ondeposi'
t
therein, for the purpose of making thea ments required r
P Y q ed to be
made from the Reserve Account . The issuerrovidin
P g such
insurance shall be a municipal bond insurer whoseolic bond
Y or
results in the rating of municipal obligations secured by such
policy or bond to be rated, at the time of deposit into the
Reserve Account, in the highest grade by both Moody' s Investors
Service, Inc . or any successors thereto and Standard & Poor ' s
Corporation or any successors thereto .
-24-
• e
The term "Reserve Account Letter of Credit" shall mean
the irrevocable, transferable letter of credit, if •
any,.
deposited in the Reserve Account in lieu of or in partial
substitution for cash or securities on deposit therein, for the
purpose of making the payments required to be made from the
Reserve Account. The issuer providing such letter of '
credit
shall be a banking association, bank or trust company P y or branch
thereof whose letter of credit results in the rating of
municipal obligations secured by such letter of credit to be
rated, at the time of deposit into the Reserve Account, in the
highest grade by both Moody' s Investors Service, Inc. or any
successors thereto and Standard & Poor ' s Corporation or any
successors thereto.
The Reserve Account Insurance Policy or Reserve Account
Letter of Credit shall be payable or available to be drawn upon,
as the case may be (upon the giving of notice as required
thereunder) , on any interest payment date on which a deficiency
exists which cannot be cured by moneys in any other fund or
account held by the Trustee or City pursuant to this Resolution
t on
and available for such purpose. If a disbursement is made under
the Reserve Account Insurance Policy or the Reserve Account
Letter of Credit, the City shall be obligated either to
reinstate the limits of such Reserve Account Insurance Policy or
Reserve Account Letter of Credit following such disbursement, or
to deposit or cause to be deposited into the Reserve Account, in
accordance with the provisions hereof, funds in the amount of
the disbursement made under such Reserve Account Insurance
Policy or Account Letter of Credit, or a combination of such
alternatives .
If in any month the Net Revenues of the System shall be
insufficient to permit the paying into the Debt Service Fund of
the full amount herein required to be made into such Fund in
such month, the deficiency shall be remedied from the first Net
Revenues available for such purpose in the succeeding month or
months . It shall be the duty of the Trustee, not later than the
-25-
.
2J- •
1,--.r.,..�...r-....„..... _. r:._ _.r _. _y ♦• ,+-a! _• w___...t, _. ,Mr.+�-.,.,,.._►--.: .-_.w.� y...vl...---•w:...-r_.^-_..,_„-.._ _ � ,.._ '_____.e.r_....-.-....--,_._.......-..-sa.-..-.-�.� -----..
•i is .`1f _ �` •: � • - .. •. - _ .._ �� -
date on which principal of, premium, if any, or interest on the
Bonds payable from the ' Debt Service Fund shall fall due, to
transfer from the Debt Service Fund toh Paying e Paying Agent a sum
sufficient to pay the amount which will fall due on such date.
.D. RENEWAL AND REPLACEMENT FUND. There is hereby
created, and there shall be maintained by the Cityin
a bank
having a reported capital and surplus of not
less than
$100, 000, 000, a separate fund to be known as the "City of Miami•
Beach Parking System Renewal and Replacement Fund" ( "Renewal and
Replacement Fund") . From the Net Revenues remaining ning in each
month afterthepayments above required have been transferred to
the Debt Service Fund and Reserve Account, and after all
deficits which may exist in the making of the required q red payments
into the Debt Service Fund and Reserve Account have been
remedied, the City shall transfer to the Renewal and Replacement
Fund whenever and to the extent necessary amounts sufficient to
pay the cost of major renewals, replacements or repairs p rs to the
System, the cost of which would not be properly classified P Y ssifled as a
normal maintenance and operation expenditure, which c amounts
shall be applied by the City for such purposes . The obligation
on
to make such transfers shall be cumulative and anydeficiency ciency in
any month shall be remedied in subsequent months from Net
Revenues not required to be transferred to the Debt Service Fund
or to the Reserve Account.
E. SURPLUS FUND. There is hereby created, and there
shall be maintained bythe Cityin •
a bank having a reported
capital and surplus of not less than $100, 000, 000, a
separate
fund to be known as the "City of Miami Beach Parking System
Surplus Fund" ( "Surplus Fund") . At the termination of each of
the City' s Fiscal Years, after the payments aboverequired required have
been transferred to the Debt Service Fund, Reserve Account and
Renewal and Replacement Fund, and after all deficits which h�ch may
exist in the making of the required payments into the
Debt
Service Fund, Reserve Account and Renewal and Replacement Fund
have been remedied, any moneys remainingin
the Revenue Fund
-26-
...'./'T'!M.'.,.a.—iw'r�'.1.-,.�._«.._.Tf.,'-'.TAY_' ':w+a"i^ I�!'a'.7f;__- s'Cr___ ' `. -.�.t..,, _.. ...,r-+,n-..`...`.r:w.--.e.. _-..-._._.._ --R _......._...—.... ._�..._,..-. _. a....._. __. -_-..« I_.�...__,..........�.r.-.... ......—�.�s.,.-- —.r--•---,.w.:_..-... •--�.r^e'"r^T
1 •
0
which are not released to the City shall be transferred to the
Surplus Fund. Moneys in the Surplus Fund shall be used for any
lawful purpose of the System. Moneys shall be paid out of the
Surplus Fund only upon requisition therefor made in the manner
required for the drawing of checks on general City funds, the
requisition to be accompanied by a certificate of the System
Manager approving the making of the payment, and in cases where
the requisition is for the payment for theurchaseof
P real
estate, the requisition shall also be accompanied
P by a legal
opinion by the City Attorney certifying that theCity 9 City either has
obtained, or will obtain simultaneously with the making of the
payment, good and marketable title to the real estate so
purchased.
F. THE TRUSTEE. By subsequent resolution, the City
shall duly appoint a Trustee (the "Trustee"). toP erform the
duties of the Trustee hereunder. The Trustee and any successor
Trustee shall be a bank or trust company having a reported
capital and surplus of not less than $100,000, 000.
The Debt Service Fund and Reserve Account established
herein shall be deemed to be special trust funds to be held by
the Trustee for the equal benefit of the holders of all of the
Bonds .
All money held by the Trustee in the Debt Service Fund
or Reserve Account in excess of the amount guaranteed by the
Federal Deposit Insurance Corporation shall be secured either
(a) by placing with the trust department of the Trustee, or with
another depository approved by the City, as collateral security,
direct obligations of or obligations, the principal of and
interest on which are unconditionally guaranteed by the United
States Government, or other marketable 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 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 public funds .
_27_
r c_ s
SECTION 14. USE OF BOND PROCEEDS; CONSTRUCTION FUND.
The Bonds herein authorized shall be sold at one time or by
partial issuance from time to time pursuant to such '
provisions
therefor as may be made in resolution •
or resolutions to be
adopted by the Commission. The Bonds so sold shall be
prepared
and executed as soon as may be after sale and shall beh
t ereupon
delivered to the purchasers thereof upona ent in
P Ym accordance
with the terms of sale. The proceeds of sale of any Bonds shall
be applied as specified in a certificate executed on behalf of
the City as of the date of issuance of such Bonds . The amount
stated in such certificate for deposit to the credit ofh
t e Debt
Service Fund and the Reserve Account shall be in all
respects
subject to the requirements of Section
13 hereof.
A special fund or funds designated "Cityof Miami lams Beach
Parking System Construction Fund" (the "ConstructionFund")Fund ) is
• hereby created and shall be maintained bythe City in one or
more banks, each such bank or banks to have a reported p d capital
and surplus of not less than $100,000, 000. Moneys shall 11 be paid
out of such Construction Fund only upon requisition on therefor
made in the manner required for the drawingof checks
on general
City funds, the requisition to be accompanied by a certificate
cate
by the System Manager approving the makingof the payment,p yment, and,
in cases where the requisition is for the payment f o r the
purchase of real estate, the requisition shall also be
accompanied by a legal opinion by the City Attorneycertifying
fying
that the City either has obtained, or will obtain simultaneously
with the making of the payment, good and marketable title to the
real estate so purchased.
After the completion of the improvements herein
authorized, any remaining balance ofroceeds of the t e Bonds in
the Construction Fund shall be deposited into the Debtv
Ser ice
Fund and used solely to pay principal of, redemption premium,P if
any, and interest on the Bonds or to purchase outstanding Bonds .
The registered owners of the Bonds issued hereunder
shall have no responsibility for the use of the proceeds of the
Bonds , and the use of such Bond proceeds by �' shall
the � in no
way affect the rights of such registered owners . •
-28-
SECTION 15. INVESTMENTS. The funds in the Revenue
Fund, the Construction Fund, the Renewal and Replacement Fund
and the Surplus Fund shall be invested and reinvested by the
Finance Director of the City and the funds in the Debt Service
Fund and Reserve Account shall be invested and reinvested by the
Trustee at the direction of the City as described below, all as
shall be subject to applicable law.
Moneys in the Revenue Fund, the Construction Fund, the
Renewal and Replacement Fund and the Surplus Fund shall be
invested in Investment Obligations . Investment Obligations
shall mean any of the following, to the extent that the same is
legal for the investment of public funds under Florida law:
(i) Government Obligations, hereby defined to
include: (A) direct obligations of, or obligations the
principal of and the interest on which are unconditionally
guaranteed by, the United States Government, (B) municipal
obligations, the payment of the principal of, interest and
redemption premium, if any, on which are irrevocably secured
by obligations described in clause (A) of this definition
and which obligations are not subject to redemption prior to
the date on which the proceeds attributable to the principal
of the obligations are to be used and have been deposited in
an escrow account which is irrevocably pledged to the
payment, of the principal of and interest and redemption
premium, if any, on such municipal obligations, and (C)
evidences of ownership of proportionate interest or
principal payments on obligations specified in clauses (A)
and (B) of this definition held by a bank (including the
Trustee) or trust company as custodian and which underlying
obligations are not available to satisfy any claim of the
custodian or of any person to whom the custodian may be
obligated;
(ii) bankers acceptances, certificates of deposit
or time deposits of any bank (including the Trustee) , trust
company or savings and loan association (including any
investment in pools of such bankers acceptances,
certificates of deposit or time deposits) , which to the
extent that such obligations are not insured by the Federal
Deposit Insurance Corporation or the Federal Savings and
Loan Insurance Corporation, are either (A) issued by a bank,
trust company or savings and loan association having a
combined capital and surplus aggregating at least
$50, 000, 000 or (B) collateralized at all times by such
securities, as are described in clause (i) above, having a
market value at least equal to the principal amount of such
bankers acceptances, certificates of deposit or time
deposits (or portion thereof not so insured) provided that
the holder of such bankers acceptances, certificates of
deposit or time deposits has a perfected first security
interest in the collateral and that such collateral is held
free and clear of claims by third parties;
(iii)" obligations issued by any state or territory
of the United States, which are rated, on the date of
investment therein, in one of the two highest rating
categories (without regard to any gradation within such
category) by both Moody' s Investors Service, Inc. or any
successors thereto and Standard & Poor ' s Corporation or any
successors thereto ;
_29_
t '
(iv) municipal obligations, the payment of the
principal of and the interest on which are insured, which
are rated, on the date of investment therein, in one of the
two highest rating categories (without regard to any
gradation within such category) by both Moody' s Investors
Service, Inc. or any successors thereto and Standard &
Poor' s Corporation or any successors thereto; and
(v) any repurchase, reverse repurchase or.
investment agreement with any bank or trust company
P Y
organized under the laws of any state of the United States
or any national banking association (including the Trustee) ,
insurance company, or government bond dealer reportingto,
trading with, and recognized as a member of the Security
Investors Protection Corporation, which agreement is secured
by any one or more of the securities. described in (i) above,
provided that the holder of such bankers acceptances,
certificates of deposit or time deposits has a perfected
first security interest in the collateral and that such
collateral is held free and clear of claims by third parties.
Moneys in the Reserve Fund shall be held in cash or be
invested only in Government Obligations . Moneys in the Debt
Service Fund shall be held in cash or be invested e only in
Government Obligations or those Investment Obligations described
in subdivisions (ii) and (v) of the definition of Investment
Obligations; provided, however, that such Investment Obligations
described in said subdivision (ii) shall not include Investment
Obligations with a savings and loan association.
All investments shall mature, or shall be subject
to redemption by the holder thereof at the option of such
holder, not later than the date when the moneys held eld for the
credit of the respective Funds or Account are anticipated to be
required for the purposes stipulated herein. Investments so
purchased for the credit of the aforementioned Funds or Account
shall be deemed at all times to be a part of said Funds or
Account . Investment income accruing on obligations so purchased
as an investment of moneys in such Funds or Account shall be
applied as described below.
Investment income earned on the investment of moneys in
the Revenue Fund, Debt Service Fund, Reserve Account,
Construction Fund and Renewal and Replacement Fund shall first
be applied to restore any deficiencies in the Reserve Account .
Thereafter, with respect to the Revenue Fund, Debt Service Fund,
Reserve Account and Renewal and Replacement Fund, such
-30-
•
investment income shall be maintained in or transferred to the
Revenue Fund, as the case may be, and with respect
P to the
Construction Fund, such investment income shall
be retained in
the Construction Fund. Investment income earned on
the
investment of moneys in the Surplus Fund shall be transferred to
the Revenue Fund.
The Finance Director or the Trustee, as
applicable, shall sell at the best price obtainable or present
for redemption any obligations so purchased whenever it shall be
necessary, in the sole judgment of the Finance Director
or
Trustee, as applicable, to do so in order torovide moneys oneys to
meet any payment or transfer from any such Funds or Account.
Investments held in the Revenue Fund, Construction Fund, Renewal
and Replacement Fund and Surplus Fund shall be valued annually
at the then current market value thereof and investments
held in
the Debt Service Fund and the Reserve Account shall
be valued
annually at the lower of cost or market value. The Finance
Director and Trustee shall not be liable or responsible p ble for any
depreciation in the value of any such obligation or for
any loss
resulting from the sale thereof.
SECTION 16. MANAGEMENT OF SYSTEM. It is recognized
and understood that in purchasing and acceptingdeliveryof
the
Bonds, the purchasers thereof have relied, and the registered
g ed
owners of the Bonds from time to time will rely, upon
on
representations made by the City that the System will be
economically and efficiently operated under the supervision p lsion of
skilled traffic managers as herein provided, so that both t the
City and _ the registered owners of the Bonds maybenefit through
ough
the production of maximum Revenues . To
this end, the City
hereby covenants and agrees to employ at all times y a manager for
the System who shall have knowledge and experience in the
operation of parking facilities and in the handling and analysis
of vehicular traffic. Such manager shall prepare a comprehen-
sive report within one hundred twenty (120) days after the e close
of each Fiscal Year, which report shall contain n therein, or be
3 1 •
-...r....... .. .-.�..,..� ,4.
accompanied by, a certified copy of an audit of ther
p eceding
year's business, prepared by a certifiedublic
p accountant
chosen by the City, and in addition thereto, shall report upon
the operations of the System during suchrecedin -
P g year, the
maintenance of the System, the adherence to budget and
9 budgetary
control provisions, the adherence to all the provisions of '
this
Resolution, and all other things havingbearing a upon the
efficiency and profitable operation of the System,
and shall
include whatever criticism of any phase of the operation P on of the
System the manager may deem proper, and such recommendation on as
to changes in operation and the making of repairs,P renewals,
replacements, extensions, betterments and improvements P as the
manager may deem proper. Copies of such report shall beP laced
on file with the City Clerk and with the Trustee and Registrar
and shall be open to inspection by any registered owner
of the
Bonds .
Not less than seventy-five (75) daysrior to the
e
beginning of each Fiscal Year, the Citycovenantswill
that it
cause the manager to prepare and submit to the Commission fission a
"proposed budget" covering the anticipated Revenues and
balances
in various funds and accounts including surpluses and
anticipated expenditures of such Revenues, fund and account
balances and surpluses for all purposes, including operation,
maintenance, repairs, renewals and replacements, the hiring of
employees, the contracting of services and debt service for the
ensuing Fiscal Year, said proposed budget to bere ar
p p ed in a
form to be submitted to the Commission.
• SECTION 17 . COVENANTS. The City covenants and agrees
with the registered owners of the Bonds that,
so long as any of
such Bonds remain outstandingand unpaid •
p as to either principal
or interest :
A. The City will maintain the System in good repair
and working order and will operate it efficientlywill
and
faithfully and punctually perform all duties with reference rence to
the System required by the Constitution
and laws of the State of
-32-
Florida, including the setting of sufficient rates and charges
for the use of the System, and the collection thereof, and the
segregation and application of the Revenues of the System in the
manner provided in this Resolution.
B. The City will fix and collect rates and charges
for the use of the System and will revise such rates and charges
as often as may be necessary or appropriate to produce Revenues
in each . Fiscal Year at least equal to the sum ofi
C ) the
reasonable and necessary expenses of operating and maintaining
the System for such period, plus (ii) 125% of the interest,
redemption premium, if any, andrinci al requirements P P quirements of all
Bonds for such period, plus (iii) the amounts required to be
deposited into the Reserve Account in the Debt Service Fund.
If, in any such period, Revenues are less than the
amount required under the first paragraph of this Section 17.B.
the City shall take action to revise the rates and
charges or
g
alter its method of operation or take other action in such
manner as is calculated to produce the amount so required in •
such period.
If the audit report for any Fiscal Year indicates the
obligations under the first paragraph of this Section 17.8. have
not been satisfied, then within forty-five (45) days of the
receipt of the audit report for such fiscal year, the Cityshall
employ a Parking Consultant to review and analyze the financial
status and the administration and operation of the System, to
inspect the properties constituting the System, and to submit to
the City, within sixty (60) days thereafter, a written report on
the same, including the action to be taken by the City with
respect to the revision of its rates and charges, which report
may contain recommendations of further revisions of the rates
and charges and methods of operation of the System that will
result in producing the amount so required during that Fiscal
Year. Promptly upon its receipt of the recommendations, the
e
City shall take such further action as is recommended by the
Parking Consultant and any such additional further action as the
City determines is in the best intereststhe
of .alders of the
Bonds , the City and its citizens .
-33-
In the event that the City fails to take the action as
required by the second and thirdar •
p agraphs of this Section
17.B. , the Trustee may, and upon request of the holders of not
less than 25% in principal amount of all Bonds outstanding
standing
shall, institute and prosecute an action or '
proceeding in any
court or before any board or commission having jurisdiction to
compel the City to comply with the requirements of said
paragraphs; provided, however, in the event that the City is
diligently attempting to comply with therovision
P s of the
second and third paragraphs of this Section 17.B. and in
addition, there is no default with respect to anypayments p yment s o f
principal of or interest due on any Bonds, the
Trustee,
notwithstanding the provisions of this paragraph,
shall not
institute or prosecute any such actions orroceedin
P gs as are
described in this paragraph.
C. The City will not permit free parking or service
to be supplied by the System to any person, firm or corporation
or to any public agency or instrumentality, except that
at
municipal officers, board and committee members andm
e ployees
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 services 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
e
City will cause such books to be audited annually by an
independent certified public accountant or firm of accountants
and will annually, within one hundred twenty (120) days after
e
the close of each Fiscal Year, file with the Trustee and
the
Registrar a copy of such report accompanied bycertificate a by
said accountant or firm showing in reasonable detail
the
Revenues and expenditures of the System for such year and the
amounts held by the Trustee.
-34-
E. The City will maintain and carry, in respect of
the System, adequate public liability and property damage
P Y g
insurance. Such insurance may be carried by the City of Miami
Beach Self Insurance Fund to the extent that such coverage may '
Y
adequately be covered by such fund as certified by an
independent insurance consultant engaged by the City. The City
y
may elect to self insure such coverage and maintain adequate
reserves for loss. Such reserves must be reviewed and a
statement to the adequacy of the funding must be
iven byan
g
enrolled actuary employed at the expense of the City. The
proceeds of any insurance payment or condemnation award with
respect to the System shall be deposited to the credit of the
Revenue Fund.
F. 1. Except as provided herein, the City will not
sell, lease or in any manner dispose of the System or any
substantial part thereof until all of the Bonds andarit bonds
P Y
have been paid in full as to both principal, redemption premium,
p emi urn,
if any, 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 obsolete or no longer useful in
connection with the System) . This covenant is subject� ct 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
designed to assure the return of an adequate income therefrom as
may be considered advisable by the Commission, provided that the
provisions of Section 18 hereof are complied with, and further
provided, however, that any lease so entered into shall contain
a covenant providing that it shall be in force and effect only
so long as all payments required to be made under the provisions
of this Resolution are being made promptly as herein prescribed,
and that any such lease shall, at the option of the City, become
void and of no effect if . the City shall at any time default in
the payment of principal of, redemptionpremium, if
P any, or
interest on any of the Bonds herein authorized. All rentals and
other consideration received bythe City y by reason of such lease
or leases shall be regarded as Revenues of the System for all
purposes of this Resolution.
2 . Notwithstanding the foregoingrovisions
P of
subsection F. 1 . of this Section 17, if the Citydetermines termines that
any real property or structure constituting a part of the System
has become inadequate, unsuitable or unnecessary, •
the City will
then have the right to demolish or remove such
property and, to
the extent permitted by law, may sell or otherwisedispose dispose of
all or a part of the same, provided, however, that the City is
still able to comply with the rate covenant set forth •
in Section
17.B. hereof after said demolition or removal . Theability ability of
the City to comply with said rate covenant e ant after such demolition
or removal shall be certified in writing (i) by the System
Manager if the Revenues generated from thator '
p tion of the
System being demolished or removed is equal to or
q less than two
percent (2%) of the Net Revenues of the System, or
Y (ii) by an
independent consultant if the Revenuesen
g erated from that
portion of the System being demolished or removed is greater
than two percent (2%) of the Net Revenues of the System. The
proceeds resulting from any abandonment, sale or disposition sposition of
properties constituting the System shall be deposited p ted to the
credit of the Revenue Fund.
G. The Bonds shall enjoy complete parityof lien with
th
respect to the Net Revenues despite the
P 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 g s of any
kind or nature payable from or enjoying lien
a on the Net
Revenues having priority over or on a '
parity with the Bonds
herein authorized; provided, however, thath
t e provider of a
letter of credit for the Reserve Account or to secure any of the
Bonds shall be entitled to enjoy a lien on the Net Revenues on a
parity with the holders of the Bonds, and furtherprovided,
provided,
however, that bonds may hereafter be issued on a paritywith the
Bonds herein authorized under the following conditions :
-36-
1. The Bonds herein authorized and all
parity bonds, or any part thereof, may be
refunded and the refunding bonds so issued
shall enjoy complete equality of lien with
any portion of the bonds which is not
refunded, if any there be; provided that such
refunding bonds are issued in compliance with
subsection G.2 . below; further provided,
however, that if the proceeds of the
refunding bonds, together with any earnings
thereon and other moneys available therefor
are sufficient to pay all of the principal
of, redemption premium, if any, and interest
on the refunded bonds , and in the case of a
partial refunding, the sum of (i) the debt
service for the portion of any bonds which
are not being refunded and (ii) the debt
service for the refunding bonds is less than
the sum of (x) the debt service for the
portion of any bonds which are not being
refunded and (y) the debt service for the
portion of the bonds which is being refunded,
said compliance with subsection G.2 . below
shall not be required; and the refunding
bonds shall continue to enjoy whatever
priority of lien over subsequent issues as
may have been enjoyed by the bonds refunded.
2. Additional bonds may be issued on a
parity with the Bonds for the purpose of
constructing or acquiring additions or
improvements to the System if all of the
following conditions are satisfied:
(a) There shall have been procured and
filed with the City Clerk a statement by an
independent certified public accountant or
firm of independent certified public
accountants of recognized reputation reciting
the opinion that, based upon necessary
investigation, the Net Revenues (hereinafter
defined) of the System for the Fiscal Year
immediately preceding the issuance of the
additional bonds were at least equal to one
and five tenths (1 . 50) times the combined
interest and principal requirements for all
Bonds outstanding during such Fiscal Year .
(b) There shall have been filed with
the City Clerk a statement by an independent
feasibility consultant or consulting traffic
engineer engaged by the City reciting the
opinion that the average annual Net Revenues
of the System for the first three (3) full
Fiscal Years immediately following the time
at which such facilities as are to be
acquired or constructed with the proceeds of
the additional bonds become fully operational
will be at least equal to one and five tenths
( 1 . 50) times the combined interest and
principal requirements for all Bonds then
outstanding and the proposed additional bonds
during such Fiscal Years .
(c) The payments required to be made
into the various Funds and Account provided
in Section 13 of this Resolution must be
current .
-37-
•
(d) The first principal maturity or
sinking fund installment with respect to such
additional bonds shall be on any interest
payment date not more than twelve (12) months
after the date .on which the facilities to be
provided with the proceeds of such additional
bonds are reasonably anticipated to be fully
y
(e) The proceedings authorizing the
additional bonds shall require that the
amount to be maintained in the Reserve
Account in the Debt Service Fund established
by this Resolution be increased to an amount
not less than the maximum future annual
principal and interest requirement for the
then current or any future Fiscal Year of all
Bonds then outstanding and said additional
bonds, but in no event in excess of any
limitations set forth in the Code or
Regulations . At the option of the City, as
determined by subsequent resolution, such
increase may be funded from the proceeds of
such additional bonds or any other funds
legally available therefor at the time of
issuance of such additional bonds, or
accumulated in equal monthly installments
within 60- months after the date on which the
facilities to be provided are reasonably
anticipated to become fully operational .
Notwithstanding the foregoing provisions, in
lieu of or in substitution for such
additional moneys to be deposited into the
Reserve Account, the City may cause to be
deposited into the Reserve Account a Reserve
Account Insurance Policy or a Reserve Account
Letter of Credit for the benefit of the
holders of the Bonds in an amount equal to
the amount of money which would otherwise
have been required to have been deposited
into the Reserve Account . Such Insurance
Policy or Letter of Credit shall be subject
to the same terms and conditions as those set
forth for the Insurance Policy and Letter of
Credit described in Section 13 .C. hereof .
(f) Said proceedings shall require that
the proceeds of the additional bonds must be
used solely for paying the cost of improve-
ments , additions , extensions, renewals ,
replacements or repairs to the System, or for
refunding, or for the acquisition of existing
parking facilities in the City, including,
but not limited to, the payment of interest
during construction or acquisition, and all
costs , fees and expenses incident thereto and
incident to the issuance of such additional
bonds .
H. Except to the extent that change of location
thereof may be recommended by the System Manager, the City will
maintain parking meters on all public streets where sucharkin
P g
meters are located on the date of the passage of this
Resolution; provided, however, that this covenant shall not be
_38-
construed to prevent changes in the location of such meters made
necessary by street widenings or crossings, or substitution of
location of meters or changes in the location
of meters to
provide essential and necessary traffic regulation 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 constitute
a contract between the City and the registered owners of the
Bonds and after the issuance of any Bonds no change, variation
or alteration in the provisions of this Resolution may be made
except in accordance with Sections 19 and 20 hereof .
J. The City in operating the System will require all
1
of its officials and employees who may be in aosition
P of
authority or in possession of any money derived from
the
operation of the System, to obtain or be covered byblanket
a
fidelity or faithful performance bond, or independent fidelity
P fidelity
bonds written by a responsible indemnitycompany pany in amounts
fully adequate to protect the City from loss .
SECTION 18 . TAX AND ARBITRAGE COVENANTS. The City
covenants to the purchasers of the Bonds that it will not take
any action or omit to take any action that would cause the
interest on the Bonds to be included in gross income for federal
l
income tax purposes .
The City shall not take, or permit or suffer to be
taken, any action with respect to the Gross Proceeds (as defined
in the Code) of any series of the Bonds which, if such action
0
had been reasonably expected to have been taken,a en, or had been
deliberately and- intentionally taken, on the closing date with
respect to such Bonds would have caused such Bonds to be
"arbitrage bonds" within the meaning of Section 148(a) of the
Code and the Regulations .
The City at all times while the Bonds are outstanding
will comply with the requirements of Section 148 of the Code or
any successor statute and any valid and applicable rules and
Regulations, including but not limited to the requirement to
-39-
c r
rebate to the United States such amounts and at such times . as
are required to be so rebated, and will comply with the letter
of instructions to be furnished to the City by Bond Counsel at
the closing for any series of the Bonds.
The City shall not take any actions or omit toak
t e any
action that would cause the Bonds to be deemed to bePrivate
activity bonds" within the meaning of Section 141
of the Code
and the Regulations.
SECTION 19 . SUPPLEMENTAL RESOLUTIONS WITHOUT
REGISTERED OWNER'S CONSENT. The Commission from time to time
and at any time, may adopt such resolutions supplemental pp ental hereto
as are consistent with the terms and provisions hereof (which
supplemental resolutions shall thereafter form apart hereof)
ereof)
and do not adversely affect the interest of the
registered
owners of the Bonds:
(a) to cure any ambiguity or formal defect or omission
or to correct or supplement any provision herein that may be
inconsistent with any other provision herein, or
(b) to grant to or confer upon the registered owners
of the Bonds, any additional rights, remedies, powers, authority
or security that may lawfully beranted to or
g conferred upon
the registered owners of the Bonds, or
(c) to add to the conditions, limitations
and
restrictions on the issuance of Bonds under the provisions of
this Resolution other conditions, limitations and restrictions
thereafter to be observed, provided that such conditions,
limitations , and restrictions do not impair the security for the
outstanding Bonds, or
(d) to add to the covenants and agreements of
g the
City in this Resolution other covenants and agreements
thereafter to be observe by the City or to surrender anyright
g t
or power herein reserved to or conferred upon the City, provided
that such covenants and agreements and the surrendering
of any
such right or power do not impair the secrit for r the
outstanding Bonds, or
-40-
•
(e) to comply with the provisions of Sections 1. , 2.
and 17.G. , or
(f) to provide for the issuance of Variable Rate
Bonds, Capital Appreciation Bonds, Option Bonds and Capital -
Appreciation and Income Bonds which will not cause the interest
on the Bonds to be included in gross income for federal income
tax purposes, or
(g) to provide such changes which, in the opinion of
the City, will not materially adversely affect the security of
the registered owners of the Bonds . During said time as the
1987 Bonds are outstanding, the City will provide AMBAC
Indemnity Corporation, a Wisonsin domiciled stock insurance
company ("AMBAC Indemnity") , with written notice of any
amendment to be adopted pursuant to this Subsection 19(g) no
less than forty-five (45) days in advance of the date on which
such amendment is to be adopted.
Other than with respect to amendments set forth in
19(e) above to comply with the provisions of Sections 1 and 2 of
this Resolution and the amendments set forth in 19(f) above,
notwithstanding anything to the contrary set forth in this
s
Section 19 , no amendment to this Resolution permitted by this
Section 19 shall be adopted without the prior written consent of
AMBAC Indemnity.
SECTION 20 . SUPPLEMENTAL RESOLUTIONS WITH REGISTERED
OWNERS' CONSENT. The registered owners of fifty-one percent
(51%) in aggregate principal amount of the Bonds at any time
outstanding (not including in any case anyBonds which may y then
be held or owned by or for the account of the City) 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 any of the terms or provisions contained in this
Resolution; provided, however, that this Resolution may not,
without the consent of all of the registered owners of the Bonds
then outstanding be so modified or amended in such manner as to:
(a) Make any change in the maturity of
any Bonds;
_41-
- -. _ _ __ _ .._.. ^-,^'w7"."rr "a-' �'e+.?.v.` -c.T ,-, _ _ . y _.r �.•+.rw+.... ..t� -Yf.' -ss—r--1— - -Tom• -
(b) Make any change in the rate of
interest borne by any of the Bonds;
(c) Reduce the amount of the principal
or redemption premium, if any, of any Bonds;
(d) Modify the terms of payment of
principal of, redemption premium, if any, or
interest on the Bonds or impose any
conditions with respect to such payment;
(e) Affect the rights of the registered
owners of fewer than all of the Bonds then
outstanding;
(f) Reduce the percentage of Bonds the
registered owners of which • must consent to
further amendments to this Resolution;
(g) the creation of a parity lien or
superior lien upon or a pledge of the
revenues, funds, moneys and investments
securing the Bonds, other than the pledge
created by this Resolution, and other than a
parity lien in favor of the provider of a
Reserve Account Letter of Credit or a credit
facility securing any of the Bonds; or
(h) a preference or priority of any
Bond or Bonds over any other Bond or Bonds .
Whenever the City shall propose to amend or modify this
Resolution under the provisions of this Section, it shall mail a
notice of the proposed amendment to each registered owner ofh
t e
Bonds at the address set forth in the registration g tion book
maintained by the Registrar. 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. The City, shall
not, however, be subject to any liability to any registered
owner of any Bond by reason of its failure to cause the notice
required by this Section to be mailed and any such failure shall
not affect the validity of such supplemental resolution when
consented to and approved as provided in this Section.
Whenever at any timeafter the date of the mailing of
said notice, there shall be filed in the office of said City
Clerk an instrument or instruments executed by he registered
owners of the requisite percentage, in aggregate principal
amount, of the Bonds then outstanding as in this section
provided, which instrument or instruments shall refer to the
proposed amendatory resolution described in said notice and
-42-
. !. l.--k-.-r.5-. __... .....r_ -ii'.•_. _..__ _..__.-.._•..11 aau+..r_.._..y --�._-._.�-.-..,..{r......<..... :;'.._.. _. _ ...:;..b:;:...._._.....
• t
shall specifically indicate consent to and approval of
PP the
adoption thereof, thereupon, but not otherwise, theCommission'
may adopt such amendatory resolution and such resolution shall
become effective, without liability or responsibilityto
any
registered owner of any Bond whether or not such registered
g stered
owner shall have consented thereto.
If the registered owners of the requisite Q percentage,
in aggregate principal amount, of the Bonds
outstanding as in
this section provided, at the time of the adoption P of such
amendatory resolution, or the predecessors in title
of such
registered owners, shall have consented to and approved Pp ed the
adoption thereof, no registered owner of any Bonds whether or
not such registered owner shall have consented to or shall have
a e
revoked any consent as in this section provided, shall
have any
right or interest to object to the adoption of such
P amendatory
resolution or to object to any of the terms orrovi '
p sons
therein contained or to the operation thereof or '
to enjoin or
restrain the City from taking any actionursuant
P to the
-provisions thereof .
Notwithstanding anything to the contrary set forth in
this Section 20, no amendment to this Resolutionermi
P tted by
this Section 20 shall be adopted without the written
P
consent of AMBAC Indemnity. Any provision of this Resolution
0
expressly recognizing or granting rights in or to AMBAC
Indemnity may not be amended in any manner which affects
the
rights of AMBAC Indemnity hereunder without therior written
p rltten
consent of AMBAC Indemnity.
During such time as the 1987 Bonds are outstanding,
unless otherwise provided in this Resolution, AMBAC Indemnity' s
consent shall be required in addition to the consent of the
holders of the Bonds, when required, in connection with the
initiation or approval of any action which requires the consent
of the holders of the Bonds and not described in this Section 20
or in connection with the removal of the Trustee and selection
i n
of a successor trustee, as set forth in the Trustee, Registrar
and Paying Agent Agreement, between the. City and the Trustee,
entered into with respect to the 1987 Bonds .
_43_
•
• SECTION 21. ZUPPLEMENTAL RESOLUTION PART OF
RESOLUTION. Any supplemental resolution adopted in accordance
with the provisions of this Section and approved as to legality
by the City Attorney or the City's Bond Counsel shall thereafter
form a part of this Resolution, and this Resolution shall be and
be deemed to be modified and amended in accordance therewith.
Thereafter the respective rights, duties and obligations under
this Resolution of the City, the Registrar, the Trustee, the
Paying Agent, and all registered owners of Bonds then
outstanding shall thereafter be determined, exercised and
enforced in all respects under the provisions of this Resolution
as so modified and amended. If any supplemental resolution is
adopted and approved Bonds issued thereafter may contain an
express reference to such supplemental resolution, if deemed
necessary or desirable by the City.
SECTION 22. DEFEASANCE. If at any time, the City
shall have paid, or shall have made provision for payment of,
the principal, interest, and redemption premiums, if any, with
respect to the Bonds or any portion thereof, then, and in the
event, all covenants and pledges made in this Resolution in
favor of the registered owners of such Bonds shall be no longer
in effect. For purposes of the preceding sentence, deposit of
sufficient cash and/or investments described in Section 10 of
this Resolution in irrevocable trust with a banking institution
or trust company, for the sole benefit of the registered owners
of such Bonds, in respect to which investments, the principal of
which, together with the income thereon, will be sufficient to
make timely payment of the principal, interest, and redemption
• premiums, if any, on such outstanding Bonds, shall be considered
"provision for payment . " Nothing herein shall be deemed to
require the City to call any of such outstanding Bonds for
redemption prior to maturity pursuant to any applicable optional
redemption provisions, or to impair the discretion of the City
in determining which portions, if any, of the outstanding Bonds
are to be defeased, or whether to exercise any such option for
early redemption.
_44-
Notwithstanding anything herein to the contrary, the
requirement of the City to rebate anyamounts due to the t e United
States pursuant to Section 148 of the Code shall survive the
payment or provision for payment of the principal, interest, and
redemption premiums, if any, with respect to the Bonds or any
portion thereof.
In the event that the principal and/or interest due on
the 1987 Bonds shall be paid by AMBAC Indemnity pursuant to the
municipal bond insurance policy issued by AMBAC Indemnity
insuring the payment when due of the principal of and interest
on the 1987 Bonds as provided therein, the 1987 Bonds shall
remain outstanding for all purposes, not be defeased or
otherwise satisfied and not be considered paid by he City, and
the assignment and pledge of the Net Revenues and the moneys and
investments in the funds and accounts pledged for the payment of
the Bonds and all covenants, agreements and other obligations of
the City to the registered owners shall continue to exist and
shall run to the benefit of AMBAC Indemnity, and AMBAC Indemnity
shall be subrogated to the rights of such registered owners.
SECTION 23 . EVENTS OF DEFAULT AND REMEDIES. A. Each
of the following events is hereby declared an "Event of Default" :
(a) payment of the principal of and the
redemption premium, if any, on any of the Bonds is not made
when the same are due and payable, either at maturity or by
redemption or otherwise;
(b) payment of the interest on any of the Bonds
is not made when the same is due and payable;
(c) the City: (i) becomes insolvent or the
subject of insolvency proceedings; or (ii) is unable, or
admits in writing its inability, to pay its debts as they
mature; or (iii) makes a general assignment for the benefit
of creditors or to an agent authorized to liquidate any
substantial amount of its property; or (iv) files a petition
or other pleading seeking reorganization, composition,
readjustment, or liquidation of assets, or requesting
similar relief ; or (v) applies to a court for the
-45-
•
• w
appointment of a receiver for it or for the whole or any
part of the System; or (vi) has a receiver or
liquidator
appointed for it or for the whole or anypart of
the System
(with or without the consent of the City) and such receiver
is not discharged within 90
consecutive days after his
appointment; or (vii) becomes the subject of an "order order for
relief" within the meaning of the United States Bankruptcy
Code; or (viii) files an answer to a creditor'setitio
p n
admitting the material allegations thereof for liquidation,
q on,
reorganization, readjustment or composition or
to effect a
plan or other arrangement with creditors or fails to have
such petition dismissed within 60 consecutive days' after the
same is filed against the City;
(d) the City defaults in the due andP unctual
performance of any other of the covenants, conditions,
agreements and provisions contained in the Bonds or in this
. Resolution, and such default continues for 30 days after
receipt by the City of a written notice from the Trustee
specifying such default and requesting that it be corrected,
provided that if prior to the expiration of such 30-day
period the City institutes actions reasonably designed to
cure such default, no "Event of Default" shall be deemed to
have occurred upon the expiration of such 30-day period for
so long as the City pursues such curative action with
reasonable diligence.
B. Upon the happening and continuance of any Event of
Default specified in this Section 23, then and in every such
case the Trustee may, and upon the written request of the
holders of not less than 25% in aggregate principal amount of
the Bonds then outstanding, shall, by a notice in writing to the
City, declare the principal of all of the Bonds then outstanding
(if not then due and payable) to be due and payable immediately,
Y
and upon such declaration the same shall become and be
immediately due and payable, anythingcontained in the e Bonds or
in this Resolution to the contrary notwithstanding; provided,
ded,
however, that the 1987 Bonds shall not beaccelerated without
-46-
•
the prior written consent of AMBAC Indemnity. If the conditions
identified in clauses (a) , (b) 'andc
C ) of this paragraph have
been satisfied after the principal of and interest on the Bonds
have been declared to be due and payable and before the entry of
final judgment or decree in any suit, action or proceeding
instituted on account of such default, or before the completion
of the enforcement of any other remedy under this Resolution,
then and in every such case the Trustee may, and upon the
written request of the holders of not less than 25% in aggregate
re ate
principal amount of the Bonds not then due (except by virtue of
such declaration) and then outstanding shall, by written notice
to the City, rescind and annul such declaration and its
consequences, but no such rescission or annulment shall extend
to or affect any subsequent Event of Default or impairright
P any 9
consequent thereon, such clauses referred to above being as
follows: (a) money sufficient to pay therinci al of all
P P
matured Bonds and all arrears of interest, if any, upon Bonds
then outstanding (except the principal of any Bonds not then due
except by virtue of such declaration and the interest accrued on
such Bonds since the last interest payment date) has accumulated
in the Debt Service Fund, (b) all amounts then payable by the
City hereunder have been paid or a sum sufficient to pay the
same has been deposited by the Finance Director with the Trustee
or the Paying Agent, and (c) every other default in the
observance or performance of any covenant, condition, agreement
or provision contained in the Bonds or in this Resolution (other
than a default in the payment of the principal of such Bonds
then due only because of a declaration under this Section) has
been remedied.
If pursuant to the provisions of this Resolution the
obligation of the City to pay the Bonds is accelerated, the City
shall pay to the Trustee forthwith an amount that is sufficient,
together with all other funds available therefor, to pay such
Bonds in full, and an amount that is sufficient, together with
all other funds available therefor, to pay all other expenses of
the Trustee incurred or to be incurred under this Resolution.
-47-
'
C. In addition, the Trustee may take whatever action
at law or in equity may appear necessary or desirable to collect
the amounts then due and thereafter to become due or to enforce
observance or performance of any covenant, condition or
agreement of the City under this Resolution.
D. Upon the happening and continuance of any Event of
Default specified in this Section 23, then and in every such
case the Trustee may, and upon the written request of the
holders of not less than 25% in aggregate principal amount of
the Bonds then outstanding shall, proceed to protect and enforce
the rights of the holders of any Bonds under federal or Florida
law or under this Resolution by such suits, actions or special
proceedings in equity or .at law, either for the specific
performance of any covenant or agreement contained herein or in
aid or execution of any power herein granted or for the
enforcement of any proper legal or equitable remedy, as the
Trustee shall deem most effectual to protect and enforce such
rights.
E. Anything in this Resolution to the contrary
notwithstanding, if at any time the money in the Debt Service
Fund is not sufficient to pay the interest on or the principal
of the Bonds as the same become due and payable (either by their
terms or by acceleration of maturities under the provisions of
this Section 23) , such money, ' together with any money then
available or thereafter becoming available for such purposes,
whether through the exercise of the remedies provided for in
this Section 23 or otherwise, shall be applied as follows :
first : if the principal of the Bonds has not
become due and payable, - to the payment of all installments
of interest then due, in the order of the maturity of the
installments of such interest;
second: if the principal of less than all of the
Bonds has become due and payable, first to the payment of
all installments of interest then due on Bonds of which the
..v principal is not overdue, in- the order of the maturity of
the installments thereof , and next to the payment of
-48-
._..._.... ......_...... ... W.._..._.r. ._.......... . ,.1. _..,_........I..a r... �. ,...' _._...... _.__._..... :`w.... -..,_ ....., ea.rr..1 a_ .. _..... - . _ ..... ....._ .. _- ... -. .� ... 'an+..'..n.i,..... .. ....u.. �s.i'ar ..Y�..J.iLcr•'J__-.......
interest at the respective rates specified in the Bonds on
• overdue principal, and next to the payment of the principal
of Bonds then due in order of their due dates;
third: if the principal of all Bonds has become
due and payable by declaration, redemption or otherwise,
first to the payment of all interest due on Bonds of which
the principal is not overdue (other than by virtue of such
declaration of acceleration) , and next to theYm a ent of
P
interest at the respective rates specified in the Bonds on
overdue principal, and next to the payment of the principal
of the Bonds in order of their due dates;
fourth: if the principal of all Bonds has been
declared due and payable and if such declaration thereafter
has been rescinded and annulled under this Section 23 of
this Resolution, then, subject to the provisions of
paragraph third of this Section 23 .E. in the event that the
principal of all Bonds later becomes due and payable or is
declared due and payable, the money then remaining in and
thereafter accruing to the Debt Service Fund shall be
applied in accordance with the provisions of paragraph first
or second of this Section 23 .E. , whichever is then
applicable.
All payments to be made to the holders of any Bonds pursuant to
this Section shall be made ratably to the persons entitled
thereto, without discrimination or preference, except that if
there are insufficient funds to make any payment of interest or
principal then due, the amount to be paid in respect of
principal or interest, as the case may be, on each Bond shall be
determined by multiplying the aggregate amount of the funds
available for such payment by a fraction, the numerator of which
is the amount then due as principal or interest, as the case may
be, on each Bond and the denominator of which is the aggregate
amount due in respect of all interest or all principal, as the
case may be, on all Bonds .
Whenever money is to be applied by the Trustee pursuant
to the provisions of this Section: (a) such money shall be
_49_
- .. - - . ... _ .. _-r . __.. _ __ . - I ..- _J 1.-A..•. v .__.vn'...:�..r _..Y..--.it jF.I'--r..
"applied by the Trustee at such times and from time to time as
the Trustee in its sole discretion shall determine, having due
regard for the amount of such money available for such
application and the likelihood of additional money becoming
available for such application in the future, (b) the deposit of
such money with the Paying Agent or otherwise setting aside such
money as provided herein, in trust for the proper purpose shall
constitute proper application by the Trustee, and (c) the
Trustee shall incur no liability whatsoever to the City, to any
holder of any Bond or to any other person for any delay in
applying any such money so long as the Trustee acts with
reasonable diligence, having due regard for the circumstances,
and ultimately applies the same in accordance with such
provisions of this Resolution as may be applicable at the time
of application by the Trustee. Whenever the Trustee exercises
such discretion in applying such money, it shall fix the date
(which shall be an interest payment date unless the Trustee
shall deem another date more suitable) upon which such
application is to be made and upon such date interest on the
amounts of principal to be paid on such date shall cease to
accrue. The Trustee shall give such notice as it may deem
appropriate for the fixing of any such date and shall not be
required to make payment to the holder of any Bond until such
Bond is surrendered to the Trustee for cancellation if fully
paid.
F. If any proceeding taken by the Trustee or holders
of any Bonds on account of any Event of Default is discontinued
or abandoned for any reason, then and in every such case, the
City, the Trustee and all holders of any Bonds shall be restored
to their former positions and rights hereunder, and all rights,
remedies, powers and duties of the Trustee shall continue as
though no proceeding had been taken.
G. Anything in this Resolution to the contrary
notwithstanding, the holders of a majority in aggregate
principal amount of Bonds at any time outstanding shall have the
right, by an instrument or concurrent instruments in writing
-50-
♦. '.. '.y: v.!_'1 1..1.__a..J..l..ri'..Y -,.'iY..'��J_ .. ... -.......ro.:.Lt...�.�... 1 .ti. .._.�......J]... ....•.r:]t... ..�.. .'jam.)
,executed and delivered to the Trustee, to direct the
method and
place of conducting all remedial proceedings to be taken by the
Trustee hereunder, provided that such direction shall be in
accordance with law and the provisions of this Resolution.
H. Except as provided in Section 23 .M. of this
Resolution, no holder of any Bond shall have any right to
institute any suit, action or proceedingin equity q ty or at law on
any Bond or for the execution of any trust hereunder or for any
other remedy hereunder unless such holder previously shall (a)
have given to the Trustee written notice of the Event of Default
on account of which such suit, action or proceeding is to be
instituted, (b) have requested the Trustee to take action after
the right to exercise such powers or right of action, as the
case may be, shall have accrued, (c) have afforded the Trustee a
reasonable opportunity either to proceed to exercise the powers
hereinabove granted or to institute such action, suit or
proceedings in its or their name, and (d) have offered to the
Trustee reasonable security and indemnity against the costs,
expenses and liabilities to be incurred therein or thereby, and
the Trustee shall have refused or neglected to comply with such
request within a reasonable time. Such notification, request
and offer of indemnity are hereby declared in every such case,
at the option of the Trustee, to be conditions precedent to the
execution of the powers and trusts of this Resolution or to any
other remedy hereunder. Notwithstanding the foregoing
provisions of this Section and without complying therewith, the
holders of not less than 20% in aggregate principal amount of
Bonds then outstanding may institute any such suit, •action or
proceeding in their own names for the benefit of all holders of
any Bonds hereunder. It is understood and intended that, except
as otherwise above provided, no one or more holders of any Bonds
shall have any right in any manner whatsoever by his or their
action to affect, disturb or prejudice the security of this
Resolution or to enforce any right hereunder except in the
manner provided, that all proceedings at law or in equity shall
be instituted, had and maintained in the manner herein provided
-51-
•
and for the benefit of all holders of
any Bonds and that any
individual rights of action or other right given to one or more
of such holders by law are restricted bythis
Resolution to the
rights and remedies herein provided.
I . All rights of action (including the right to file
proof of claim) under this Resolution or under any Bonds may be -
enforced by the Trustee without the possession of any Bonds or
the production thereof in any proceedings relating thereto, and
any such suit or proceedings instituted by the Trustee shall be
brought in its name as Trustee, without the necessityof joining
as plaintiffs or defendants anyholders
of any Bonds, and any
recovery of judgment shall be for the equal benefit of all
holders of any Bonds.
J. No remedy herein conferred upon or reserved to the
Trustee or to the holders of any Bonds is intended to be
exclusive of any other remedy or remedies herein provided, and
each and every such remedy shall be cumulative and shall be in
addition to every other remedy given hereunder or now or
hereafter existing at law or in equity.
K. No delay or omission by the Trustee or of any
holder of any Bond in the exercise of any right orP ower
accruing upon any default shall impair any such right orP ower
or shall be construed to be a waiver of anysuch default t o r any
acquiescence therein, and every power or remedygiven bythis
Resolution to the Trustee and to the holders of anyBonds
may be
exercised from time to time and as often as may be deemed
expedient .
The Trustee may, and upon written request of the
holders of not less than 25% in aggregate principal amount of
the Bonds then outstanding shall, waive any Event of Default
which in its opinion has been remedied before the entry of final
judgment or decree in any suit, action orroceedin instituted
P 9
by it under the provisions of this Resolution or before the
completion of the enforcement of any other remedies under this
Resolution, but no such waiver shall extend to or affect any
-52-
` other existing or subsequent Event of Default or impair any
rights or remedies consequent thereon.
L. The Trustee shall mail to all holders of
registered Bonds, at their addresses as they appear on the
registration books maintained by the Registrar, and all holders
of record requesting the same, written notice of the occurrence
of any Event of Default within 30 days after the Trustee has
notice of the same. However, the Trustee - shall not be subject
to any liability to any holder of any Bond. or holder of record
by reason of its failure to mail any such notice.
M. Nothing in his Section 23 shall affect or impair
the right of any holder of any Bond to enforce the payment of
the principal of and interest on his Bonds or the obligation of
the City to pay the principal of and interest on each Bond to
the holder thereof at the time and place specified in said Bond.
N. Anything in this Resolution to the contrary
notwithstanding, upon the occurrence and continuance of an Event
of Default, AMBAC Indemnity shall be entitled to control and
direct the enforcement of all rights and remedies granted to the
holders of the 1987 Bonds or the Trustee for the benefit of the
holders of the 1987 Bonds. under this Resolution, including
without limitation, acceleration of the principal of the 1987
Bonds as described in this Resolution and the right to annul any
declaration of acceleration, and AMBAC Indemnity shall also be
entitled to approve all waivers of Events of Default.
SECTION 24 . EXECUTION OF INSTRUMENTS BY REGISTERED
OWNERS. Any request, direction, consent or other instrument in
writing required or permitted by this Resolution to be signed or
executed by any registered owner of any Bond -may be in any
number of concurrent instruments of similar tenor and may be
signed or executed by such registered owners or their attorneys
or legal representatives . Proof of the execution of any such
instrument and of the ownership of Bonds shall be sufficient for
any purpose of this Resolution and shall be conclusive in favor
of . the Trustee, the Registrar and the City with regard to any
action taken by any of them under such instrument if the fact
and date of the execution by any person of any such instrument
-53-
At
may be proved by the verification, by anyofficer
in any
jurisdiction who by the laws thereof hasower
p to take
affidavits within such jurisdiction, to the effect that such
instrument was subscribed and sworn to '
before him, or by an
affidavit of a witness to such execution. Where such '
execution
is on behalf of a person other than an individual, such
verification or affidavit shall also constitute '
sufficient proof
of the authority of the signer thereof.
Nothing contained in this Section shall be construed as
limiting the City , the Trustee and Registrar
9 to such proof, it
being intended that the City, the Trustee and the Registrar g stray may
accept any other evidence of the matters herein stated which
they may deem sufficient. Any request or consent
of any
registered owner shall bind every future registered owner er of the
same Bond in respect of anything done by the City, the Trustee
ustee
or Registrar in pursuance of such request or consent.
Notwithstanding any of the foregoing provisions of this
Section, the City, the Trustee and the Registrar shall
9 not be
required to recognize anyperson as registered a registered owner or to
take any action at his request unless such Bonds
shall be
deposited with it.
SECTION 25 . EFFECT OF COVENANTS. All covenants,
stipulations, obligations and agreements of the City, contained
in this Resolution shall be deemed to be covenants, stipula-
tions, obligations and agreements
of the City, to the full
extent authorized or permitted by law, and all
such covenants,
stipulations , obligations and agreements shall bind or inure to
the benefit of the successor or successors thereof from time
to
time and any officer, board, body or commission to whom or
to
which any power or duty affecting such covenants , stipulations,
P s,
obligations and agreements is transferred by or in accordance
with law.
Except as otherwise provided in this Resolution, all
rights , powers and privilege conferred and duties and
liabilities imposed upon the Citybythe •
provisions of this
••
54-.r -54-
--
---'s?. .+-w•ftr-,•Er -.R...-p.w
.... ,.-- .. .-.. _w ....:2�.,....._.. :�....r-::.li....__........._i.,a _....i .._._..,r.... ,.._ _ _,.. __ .. ,._:>_ ....-_.. _ w __ ... .. -_.... _ _u __.:r. a_._....._ _____.... :ii_.r.r.3..._. .....� ....L._.._ ..a.ri.• z._^-:.
•
Resolution shall be exercised or performed bythe e City or by
such other officer, board, body or commission as maybe required
equired
by law to exercise such powers or to perform such duties.
No covenant, stipulation, obligation or agreement
herein contained shall be deemed to be a covenant, stipulation,
obligation or agreement of any member, agent or employee
of the
City or the Commission in his individual capacity,p city, and neither
the members of the Commission nor any official executing the
Bonds shall be liable personally on the Bonds or be subject to
any personal liability or accountability by reason of the
issuance thereof .
SECTION 26 . MANNER OF GIVING NOTICE. Any notice,
demand, direction, request or other instrument authorized or
required by this Resolution to be given to or filed with the
City, the Registrar, the Paying Agent or the Trustee shall be
deemed to have been sufficiently given or filed for
all purposes
of this Resolution if and when sent by registered mail,g return
receipt requested:
to the City, if addressed to the City Clerk of
the City of Miami Beach, Miami Beach, Florida;
to the Registrar, if addressed to the Registrar
at the address set forth in the resolutiong
provided for in
Section 5 hereof,
to the Paying Agent, if addressed to the Paying
Agent at the address set forth in the resolution
provided
for in Section 2 hereof; and
to the Trustee, if addressed to the Trustee at
the address set forth in the resolutionrovided for
Section 13 . P in
Any such notice, demand or request may also be
transmitted to the appropriate above-mentioned t oned party by
telegraph or telephone and shall be deemed to bero erl iv
P P Y n 9 e
or made at the time of such transmission. Such transmission of
notice shall be confirmed in writing not later than one business
day following such transmission and sent as specified above .
Any of such addresses may be changed at any time upon
written notice of such change sent by United States registered
g ed
mail , postage prepaid, to the other parties bythe
party
effecting the change .
_55_ •
4 '
All documents received by the Finance Director or the
City Clerk under the provisions . of this Resolution, or
photographic copies thereof, shall be retained in their
possession, subject at all reasonable times •
to the inspection of
any registered owner of any Bond, and the agents and
representatives thereof.
SECTION 27. SUCCESSORSHIP OF CITY OFFICERS. In the
event that the office of any officer or official of the City,
Y
who is vested with responsibility under this Resolution is
abolished or any two or more offices are merged or consolidated,
or in the event of a vacancy in any such office by reason of
death, resignation, removal from office or otherwise, or in the
event any such officer or official becomes incapable of
performing the duties of his office by reason of sickness,
absence from the City or otherwise, all powers conferred
and all
obligations and duties imposed upon such officer or official
shall be performed by the officer or official succeeding to the
principal functions thereof or by the officer or
official upon
whom such powers, obligationsandduties are imposed by law.
SECTION 28. HEADINGS NOT PART OF RESOLUTION. Any
headings preceding the texts of the several Sections hereof,
table of contents, marginal notes, or footnotes appended to
copies hereof shall be solely for convenience of reference and
shall not constitute a part of this Resolution or affect its
meaning, construction or effect.
SECTION 29 . CITY, BONDHOLDERS, TRUSTEE AND REGISTRAR
ALONE HAVE RIGHTS UNDER RESOLUTION. Except as otherwise
expressly provided herein, nothing in this Resolution, expressed
or implied, is intended or shall be construed to confer upon any
Y
person, firm or corporation, other than the City, the registered
owners of Bonds issued under and secured by this Resolution, the
Trustee and the Registrar, any right, remedy or claim, legal or
equitable, under or by reason of this Resolution. This
Resolution is intended to be for the sole and exclusive benefit
of the City, the registered owner of anyBonds, the Trustee and
the Registrar .
-56-
SECTION 30. SEVERABILITY OF INVALID PROVISIONS. If
any one or more of the covenants, agreements, or provisions of
this Resolution should be held contrary to any express provision
of law or contrary to the policy of express law, though g not
expressly prohibited, or against public policy, or shall for any
reason whatsoever be held invalid, then such covenants,
agreements or provisions shall be null and void and shall be
deemed separate from the remaining covenants, agreements or
provisions, and in no way affect the validityof all the
other
provisions of this Resolution or of the Bonds issued thereunder.
SECTION 31. INCONSISTENT RESOLUTIONS. Prior to the
delivery and payment of any Bonds issued pursuant to this Resolu-
tion,
lu-
tion, all resolutions and parts thereof that are inconsistent
with any of the provisions of this Resolution shall be in full
force and effect and shall take priority over such inconsistent
slstent
provisions of this Resolution. Upon the delivery delivery and payment of
any Bonds issued pursuant to this Resolution, •
all resolutions
and parts thereof that are inconsistent with anyof the provi-
sions
p ovl-
sions of this Resolution shall no longer be in full force rce and
effect and shall be inapplicable to the provisions of
this
Resolution.
SECTION 32 . FLORIDA LAW GOVERNS. The Bonds are issued
and this Resolution is adopted with the intent that the laws of
the State of Florida shall govern their construction.
SECTION 33 . EFFECTIVE DATE. That this Resolution
shall be in force and effect immediately upon its adoption.
PASSED AND ADOPTED this 18th day of November, 1987 .
(SEAL)
Mayor
Attest :
FORM APPROVED
CityClerk
LEGAL DEPT.
114-015+/il-s
B �
Date
// / 3n1
-57-
_ _ _ - .. -• _.. �..._ ^'.e-•.. ' �!'�-'-rte
STATE OF FLORIDA
COUNTY OF DADE
I• , City Clerk of the Cityof
Miami Beach, Florida do hereby certify that the above o e and
foregoing is a true and correct copy of Resolution No.
87- , duly passed and adopted by the CityCommission ssion of
the City of Miami Beach, at a regular meetingdulyheld
and
convened on the 18th day of November, 1987, and that said
resolution is in full force and effect, without amendment, on
the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand
and the official seal of the City of Miami Beach, Florida
o ida
this day of , 1987,
(SEAL)
City Clerk
114-015+/10-s
-58-
_-. ..•,. --•--'•rj- -..-- '' �..--. .:--_. -.-_`-_. ...--.wvr....'. -�-.-�•.-_-.�v.►..,.-.. •gyp;-....-. .,...+.r r'-' ^ �.e.•-+�--^._••T,- _•-„•'.-_. .. r: .. --•• ..e+�• -'l'` r w.�
..-1.......i«°r.-.....a.a--_.a.-..s+.+air..'.+...i..rr...w...s--.r•%dA:Nt.. L.i .... v/..�..r.,...� w.a':a..-.._h. ..._..-.._r-« ... _ .✓......+..._wu-y.-..-.....-.e.....1»K._w.. ..._. .....- .i ..-...._ ...�- w•.:5....--r.,_......+ .......d_._..-._ ._..._ ice.___4 ....w
•
00 4 ne.ce eead
M► :',„.., FLORIDA 3 3 1 3 9
ANP.
Pma,'';
y
* ' ' ' *' "VACA TIONLAND U. S. A."
OFFICE OF THE CITY MANAGER CITY HALL'
ROB W.PARKINS 1700 CONENTION CENTER DRIVE
CITY MANAGER TELVEPHONE: 673-7010
COMMISSION MEMORANDUM NO. <2074 7 •
DATE: November 18, 1987
TO: Mayor Alex Daoud and
Members of the City Commission
FROM: Rob W. Parkins ,
City Manager ,
SUBJECT: AUTHORIZING RESOLUTION FOR REFUNDING AND ISSUANCE OF
PARKING BONDS
This resolution authorized the issuance of $10,000,000 in Parking Revenue Bonds for two
purposes. The first purpose is to advance refund the outstanding 1984 Parking Revenue
Bonds. Even though there is an small economic gain from the refunding, principal
the rinci al
purpose of the refunding is to defease the existing Bond Indenture and replace it with a new
indenture which does not contain the restrictive convenants on management and additional
bonds.
The second reason for this resolution is to provide capital funds to cure thearkin problem
in South Beach. Barton-Aschman, our parkingh g
consultants, have studied the South Beach
area and have identified the demand for additional parking spaces and a potential site.
Further, by acquiringthe land for surface parking
° at this time, this acquisition could be
considered a land bank for a future parking structure based on increased demand in the
future.
ADMINISTRATION RECOMMENDATION:
The Administration recommends that the City Commission approve the resolution
authorizingthe issuance of the refundingPP
and issuance of the Parking Revenue Bonds.
RWP:RN:rs
Attachment
e
AGENDA :7—t
f
_.._.,� ITEM
DATE I 1- 1 i 7
-
_...,t
e . ,i• r ..,_- , - - . - •r._
//////
•A: REGULAR AGENDA - NOVEMBER 18, 1987
Or
R-6. REPORTS FROM COMMISSION COMMITTEES
A. COMMISSION MEMORANDUM NO. 806-37
REPORT ON THE RULES & SPECIAL EVENTS COMMITTEE NOVEMBER 9, 1987, MEETING.
ACTION: Committee Chairman Commissioner Singer reviewed minutes; report accepted a;
follows:
1. Plaque for Dr. Leo Grossman - language approved; appropriate plaque in memory of Dr
Grossman to be placed at Fire Station 2, to be funded from funds donated for continue,
training of paramedical services. City Manager advised that Mrs. Grossman asked tha
plaque include Dr. Grossman's birth and death dates instead of July, 1986, as approved b:
Committee.
2. Island View Park sign - wording revised/approved by Committee.
3. RFP for concerts in Abel Holtz Stadium - Committee recommended award to sole bidder fo:
one year term with two 1-year options. (See item C-2E.)
4. Plaque at Miami Beach Library in honor of Mrs. Rosebelle Scher Roth - Committee aske(
Administration to prepare resolution requesting County approval of plaque installation
(See item R-7F.)
5. Renaming South Pointe Park to Danny Kaye Children's & Peace Park - Committee note(
objection of proponents to alternately renaming Children of the World Park to Danny Kay(
Children's Park.
6. Sonny Sperlin Memorial Plaque - referred to Sports Committee.
7. Hall of Fame Plaque - Commissioner Grenald presented suggestion for plaque in City Hal:
rotunda area possibly, listing name/life dates/brief description of contribution of those
people who had made noteworthy contributions to the City' s progress with additiona:
name(s) to possibly be added once a year. Commissioner Singer advised that Committee
asked Administration to submit recommendation as to criteria, implementation, selectioi
procedure, yearly limit, etc.
R-7. RESOLUTIONS
A. A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, 4,'PRQV,IDING THAI
THOSE MEMBERS APPOINTED OR REAPPOINTED AFTER THE EFFECTIVE DATE OF THIS RESOLUTION TO SERV]
Cir
.+,:.ub:..:.cax;:�,+o.:.aww� �a� . . �,• wsrY.s....._. :y.�.:�t,;...CITY BOARDS OR CO1�IltiiITTEES, EXCEPT AD HOC COMMITTEES MM , ,SHALL BE SUBJECT TO A BACKGROUNI
CR GOVERNED BY RULES ESTABLISHED BY THE CITY MANAGER.
(CITY ATTORNEY'S OFFICE)
ACTION: Administration to submit, for Commission consideration, draft affidavit fors
requesting specific, confirmable information and suggested procedure.
B. COMMISSION MEMORANDUM NO. 807-87
A RESOLUTION OF THE CITY COMMI SS I O 1 OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING TH]
ISSUANCE OF NOT TO EXCEED $10,000,000 PARKING REVENUE BONDS, SERIES 1987, OF THE : CITY 0]
M MT BEACH4,
FI4DIPAL, FOR THE ,PURPOSE, Qk' PAYING,, AT THEIR RESPECTIVE MATURITIES OR UPOI
EARLIER REDEMPTIONHE. ,OUTSTANDING PARKING REVENUE BONDS OF THE CITY ISSUED PURSUANT Tt
RESOLIITIONMA_JA:152,48, . AS... '►ME DED BZRESOLU LON NO. 84-17654, AND FOR ACQUT. NG, IMPROVING
AND EQUIPPING AUTOMOBILE,PARKING a FACILITIES; P ROVIDING FOR THE_SECURI TY AND PAYMENT OF SUCI
BOND . MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNgcTION THEREWITH; PROVIDIN(
SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE.
ADMINISTRATION RECOMMENDATION: THAT THE CITY COMMISSION ADOPT THE RESOLUTION.
(FINANCE DEPARTMENT)
ACTION: Mrs. Mildred S. Falk expressed no objections to refunding; but did object to an:
new projects involving additional bond monies while litigation is still pending on the so-
called "Falk Amendment".
9iluZ,Lf /-/) -01-1-6 -47-Z".",
Resolution No. 87-19081 adopted.
ACTION SUMMARY (R-16A - R-78) NOVEMBER 18, 1987 -18-
t s ;. ,. _. ... - - - - _.....e _rw.1.1J-...,-....ark.�•.....,a.......-S_.. w vY.. _ .. _ ,....._s_._._..,,.. ..r l...ti..-..-.._ .s .a- ....:,.i:
' r ...i,+..a.<._,..-_..h, .._...ait... -.{ .4: ,r1...,«.t-..e..vs.. _._.w,....2 y..__,....►fx ..J. .. -...._.,..__f a.. _ _ __ _ -..._r..>"
d4v,,.e4;44,,/ kiAje,
,-\
RESOLUTION NO. 87- - / 9 / 1u1311 P"44441-
A RESOLUTION OF THE CITY COMMISSION OF -- 61AAAP1/60
THE CITY OF MIAMI BEACH, FLORIDA, AUTHO- � '
RIZING THE ISSUANCE OF NOT TO EXCEED 4400("6-
$10,000,000 PARKING REVENUE BONDS,
SERIES 1987, OF THE CITY OF MIAMI BEACH,
FLORIDA, FOR THE PURPOSE
OF PAYING AT
THEIR RESPECTIVE MATURITIES OR UPON
EARLIER REDEMPTION THE OUTSTANDING
PARKING REVENUE BONDS OF THE CITY ISSUED
PURSUANT TO RESOLUTION NO. 78-15748, AS
AMENDED BY RESOLUTION NO. 84-17654 AND
FOR ACQUIRING, IMPROVING AND EQUIPPING
AUTOMOBILE PARKING FACILITIES; PROVIDING
FOR THE SECURITY AND PAYMENT OF SUCH
BONDS; MAKING CERTAIN COVENANTS AND
AGREEMENTS IN CONNECTION THEREWITH;
PROVIDING SEVERABILITY; AND PROVIDING AN
EFFECTIVE DATE
WHEREAS, pursuant to the Constitution and laws of the
State of Florida, including more particularly Chapter
P 166,
Florida Statutes, and the Charter (the "Charter") of the City of
Miami Beach, Florida (the "City") , the Cityis authorized ed to
acquire, improve and equip automobile parking facilities inh
t e
manner more specifically hereinafter provided, and to finance
and refinance the cost thereof through the issuance of revenue
bonds; and
WHEREAS, the improvement and extension of the
Automobile Parking Facilities (hereinafter defined) of the City
are urgently needed for the benefit and welfare of the
inhabitants of the City and the City Commission of the City of
Miami Beach, Florida (the "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 expenses of operating
P 9
and maintaining the Automobile Parking Facilities and toa
P Y
principal of, premium, if any, and interest on the Bonds
hereinafter authorized and to establish necessary reserves for
contingencies; and
WHEREAS, the Commission on October 19 , 197S passed and
adopted Resolution No . 78-15748 (the "1978 Resolution")
authorizing the issuance of $6 , 000 , 000 principal amount of
Parking Revenue Bonds , Series 1979 , (the "1979 Bonds" ) for the
AGENDA R-7-
ITEM
DATE 1 H2-qq
ORIGINAL
RESOLUTION NO. 87-19081
Authorizing the issuance of not to exceed
I $10,000,000 Parking Revenue Bonds, Series
1987, of the C.M.B. , Florida, . . . . . . . . . .
k _ _