RESOLUTION 88-19468 RESOLUTION NO. 88-19468
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF
NOT TO EXCEED $12,000,000 PARKING REVENUE BONDS,
SERIES 1988, OF THE CITY OF MIAMI BEACH, FLORIDA,
FOR THE PURPOSE OF PAYING AT THEIR RESPECTIVE
MATURITIES OR REDEEMING THE OUTSTANDING PARKING
REVENUE BONDS OF THE CITY ISSUED PURSUANT TO
RESOLUTION NO. 78-15748, AS AMENDED BY RESOLUTION
NO. 84-17654 AND FOR THE PURPOSE OF 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 166, Florida Statutes, and the
Charter (the "Charter") of the City of Miami Beach, Florida (the "City"), the
City is authorized to acquire, improve and equip Automobile Parking Facilities
(as defined herein) in the manner more specifically hereinafter provided, and
to finance and refinance the cost thereof through the issuance of revenue
bonds; and
WHEREAS, the further acquisition, improvement and equipping of
Automobile Parking Facilities 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 Parking System (as defined herein) will be sufficient to
pay the Current Expenses (as defined herein) of the Parking System and to pay
principal of, premium, if any, and interest on the Series 1988 Bonds
(hereinafter authorized) and to establish necessary reserves for
contingencies; and
WHEREAS, the Commission on October 19, 1978 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 purpose of paying part of the cost of acquiring Automobile
Parking Facilities for the Parking System, including reimbursement of the City
for expenditures previously made by the City for said facilities; however,
said 1979 Bonds were never issued; 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) herein called the "Series 1984 Bonds" , for the
purpose of paying part of the cost of acquiring Automobile Parking Facilities
and of equipping and improving Automobile Parking Facilities for the City's
Parking System, including reimbursement to the City, for expenditures
previously made by the City for such Automobile Parking Facilities (the 1978
Resolution, as amended, being referred to herein as the "1984 Resolution");
the Series 1984 Bonds were issued and a portion of the 1984 Bonds are
outstanding; and
WHEREAS, the Commission has heretofore passed and adopted Resolutions
No. 87-19081, 87-19082 and 87-19083 (the "1987 Resolutions") authorizing the
issuance of $10,000,000 in aggregate principal amount of Series 1987 Bonds to
refund the 1984 Bonds and to pay costs of acquiring, equipping and/or
improving Automobile Parking Facilities; however, the Series 1987 Bonds were
never issued; and
WHEREAS, the Commission has determined and does hereby determine that
it is in the best interest of the City to advance refund and defease allof
the 1984 Bonds by providing for the payment of certain of the Series 1984
Bonds at their respective maturities and to redeem the balance of the Series
1984 Bonds at their earliest redemption date, by providing for the payment of
the principal and interest coming due on or prior to such respective matur-
ities and redemption dates and for the payment of the applicable redemption
premium, in order that the City may, at this time, eliminate certain restric-
tive covenants contained in the 1984 Resolution, and restructure debt service
relating to the Parking System; and
WHEREAS, the Commission has hereby determined to provide for the
issuance of revenue bonds of the City in the aggregate principal amount of not
exceeding TWELVE MILLION DOLLARS ($12,000,000) and designated Parking Revenue
Bonds, Series 1988 (the "Series 1988 Bonds") , for the purpose of (a) advance
refunding and defeasing the 1984 Bonds, (b) paying all or a part of the cost
of acquiring, equipping and/or improving Automobile Parking Facilities for the
Parking System and (c) funding the Reserve Account (hereinafter defined) .
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA:
SECTION 1 . Definitions.
A. Meaning of Words and Terms. In addition to words and terms
elsewhere defined in this Resolution, the following words and terms, as used
in this Resolution, shall have the following meanings, unless some other mean-
ing is plainly intended:
"Accountant" or "certified public accountant" shall mean a nationally
recognized firm of independent certified public accountants which shall have a
favorable reputation for skill and experience in accounting matters which is
engaged by the City to perform services which are required to be performed by
an Accountant under this Resolution.
"Additional Bonds" shall mean any Bonds, other than the Series 1988
Bonds, issued at any time under the provisions hereof.
"Amortization Requirements" shall mean, with respect to Outstanding
Term Bonds of any Series, an amount equal to the principal amount of such Term
Bonds which are to be redeemed by mandatory redemption during any Fiscal Year,
which shall be deposited in the Debt Service Fund in twelve (12) equal (as
nearly as possible) monthly installments during the twelve (12) calendar
months immediately preceding the date of such mandatory redemption.
"Award Resolution" shall mean the resolution providing for the sale
of any Series of Bonds to the Original Purchaser thereof.
"Automobile Parking Facilities" shall mean and include any on-street
space or off-street lot, building or structure which is made available by the
City for the public parking of automobiles and other motor vehicles upon pay-
ment of a fee or charge for the privilege of parking, whether such facilities
are owned by the City, leased by the City as lessor or lessee, or consist of
parking space on public streets (whether such streets are City streets, county
roads or state roads) for which the City lawfully charges a parking fee by
meter or otherwise, and shall include parking meters and other devices for
collecting parking fees or charges, entrances and exits to any such parking
lot, structure or building, together with any gates, fencing, lighting,
fixtures, equipment and accessories used in connection with any such parking
lot, parking building, or parking structure.
"Bond Counsel" shall mean a firm of attorneys of nationally recog-
nized standing in the field of municipal finance law whose opinions are gener-
ally accepted by underwriters and other purchasers of obligations issued by
states and local governments.
"Bond Purchase Agreement" or "Bond Purchase Contract" shall mean,
when used with reference to any Series of Bonds, an agreement or contract
between the City and the Original Purchaser providing for the sale by the City
of the Bonds of such Series to such Original Purchaser.
"Bondholders" shall mean the registered owners of the Bonds as their
names appear on the registration books of the City maintained by the
Registrar.
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"Bonds" shall mean, collectively, City of Miami Beach, Florida,
Parking Revenue Bonds, Series 1988, and any Additional Bonds which are issued
and Outstanding from time to time under the provisions of this Resolution.
"Book-Entry Bonds" and "Bonds in Book-Entry Form" shall mean Bonds
which are subject to a Book-Entry System.
"Book-Entry System" or "Book-Entry-Only-System means a system under
which physical Bond certificates in fully registered form are issued to DTC
(or to a similar securities depository) or to its nominee as registered owner,
with the certificated Bonds held by and "immobilized" in the custody of such
securities depository, and under which records maintained by persons, other
than the City or the Registrar, constitute the written record that identifies,
and records the ownership and transfer of the beneficial interests in those
Bonds.
"Business Day" shall mean any day of the year on which banks and
trust companies (in any of the cities in which the principal corporate trust
office of the Trustee, of the Registrar, of the Paying Agent, of any Co-Paying
Agent, or of any Provider is located) are not required or authorized to remain
closed and on which the Trustee, the Registrar the Paying Agent, all Providers
and the New York Stock Exchange, Inc. are open.
"Capital Appreciation Bond" shall mean any Bond which is to be
offered for sale to the public at any initial offering price of less than 97%
of the stated face amount thereof at maturity, but only if such Bond is
designated as a Capital Appreciation Bond.
"Capitalized Interest" shall mean, when used with reference to any
Series of Bonds, that portion of the proceeds of such Series of Bonds,
exclusive of accrued interest received upon the sale of such Series of Bonds,
which are required by the Series Resolution authorizing the issuance or sale
of such Series to be used to pay interest on such Series of Bonds.
"City" shall mean the City of Miami Beach, Florida.
"City Attorney" shall mean the City Attorney or an Assistant City
Attorney of the City or the officer succeeding to their principal functions.
"City Clerk" or "Clerk" shall mean the Clerk or any Deputy Clerk of
the City or the officer succeeding to his principal functions.
"Code" means the Internal Revenue Code of 1986, as amended or any
successor Internal Revenue Code, as amended. References to the Code and
Sections thereof include relevant successor provisions of the federal income
tax laws and applicable Income Tax Regulations.
"Commission" shall mean the City Commission of the City.
"Construction Fund" shall mean, when used with respect to proceeds of
the Series 1988 Bonds, the Construction Fund created by Section 14 hereof and
when used with respect to the proceeds of any Series of Additional Bonds, the
Construction fund created by the Series Resolution therefor.
"Co-Paying Agent" shall mean any bank, trust company or the fiduciary
designated by the Paying Agent with the consent of the City to serve as a Co-
Paying Agent for any Series of Bonds that shall have agreed to timely payment
of the principal of, interest on and redemption premium, if any, with respect
to such Bonds to the registered owners thereof, from funds made available
therefor by the City, the Trustee or a Provider of a Credit Enhancement
Facility.
"Cost" shall mean, when used with reference to any Project, and shall
include, where applicable, all capital expenditures relating to the
acquisition, construction, and installation of real and personal property
which is to constitute a part of such Project, including any "hard costs" and
"soft costs, " "direct costs" and "indirect costs" and may include Capitalized
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Interest, supplies to be used in connection with such Project and may include
start-up costs to be incurred in placing the Project or any part thereof in
service. The term "Cost, " as used herein, shall be liberally construed.
"Credit Agreement" shall mean any contract, agreement, or other
instrument executed by the City in connection with obtaining any Credit
Enhancement Facility (other than an Insurance Policy) for any Bonds, includ-
ing, but not limited to, any reimbursement agreement, financial guaranty
agreement, standby bond purchase agreement, depository agreement, or remark-
eting agreement.
"Credit Enhanced" shall mean, when used with respect to any Bond,
that the principal of and interest on such Bond is secured by a Credit
Enhancement Facility.
"Credit Enhancement Charges" shall mean (1) "Initial Credit
Enhancement Charges" (as defined herein) and (2) "Recurring Credit Enhancement
Charges" (as defined herein) .
"Credit Enhancement Facility" shall mean (1) a Letter of Credit, a
Surety Bond, or other comparable financial commitment of a Person (other than
the City) under which such Person is obligated to provide funds to be used (A)
to pay any debt service on any Bond or Bonds or (B) to purchase any Bond or
Bonds for (i) cancellation by the City or (ii) remarketing, or (2) an
Insurance Policy for any Bonds.
"Current Debt Service Account" shall mean the Current Debt Service
Account of the Debt Service Fund created by Section 13.C. (3) of the
Resolution.
"Current Expenses" shall mean the City's reasonable and necessary
current expenses of maintenance, repair and operation of the System and shall
include, without limiting the generality of the foregoing:
( i) All ordinary and usual expenses of operation, maintenance and
repair, including expenses not annually recurring;
(ii) Any reasonable charges for pension or retirement funds properly
chargeable to the Parking System;
(iii) Insurance premiums (including payments to any self-insurance
fund of the City) and engineering expenses relating to
maintenance, repair and operation of the Parking System;
( iv) Recurring fees and expenses payable to DTC (or any similar
securities depository) with respect to the Bonds;
(v) Legal fees and expenses relating to the Parking System or to the
Bonds (other than legal fees and expenses which constitute
Issuance Expenses or fees that must be capitalized under
generally accepted accounting principles) ;
(vi) Rebate payments required to be made to the United States of
America under Section 148(f) of the Code with respect to the
Bonds (except to the extent paid from any Rebate Fund) and any
deposits made to any Rebate Fund therefor, and any legal,
accounting or other fees, costs and expenses relating to
compliance with the provisions of Section 148(f) of the Code,
any taxes that may be lawfully imposed on the Parking system or
its income or operations (and additions to reserves for such
taxes) ;
(vii) Management fees paid by the City to any independent managers of
any part of the Parking System;
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RESOLUTION NO. 88-19468
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF
NOT TO EXCEED $12,000,000 PARKING REVENUE BONDS,
SERIES 1988, OF THE CITY OF MIAMI BEACH, FLORIDA,
FOR THE PURPOSE OF PAYING AT THEIR RESPECTIVE
MATURITIES OR REDEEMING THE OUTSTANDING PARKING
REVENUE BONDS OF THE CITY ISSUED PURSUANT TO
RESOLUTION NO. 78-15748, AS AMENDED BY RESOLUTION
NO. 84-17654 AND FOR THE PURPOSE OF 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 166, Florida Statutes, and the
Charter (the "Charter") of the City of Miami Beach, Florida (the "City") , the
City is authorized to acquire, improve and equip Automobile Parking Facilities
(as defined herein) in the manner more specifically hereinafter provided, and
to finance and refinance the cost thereof through the issuance of revenue
bonds; and
WHEREAS, the further acquisition, improvement and equipping of
Automobile Parking Facilities 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 Parking System (as defined herein) will be sufficient to
pay the Current Expenses (as defined herein) of the Parking System and to pay
principal of, premium, if any, and interest on the Series 1988 Bonds
(hereinafter authorized) and to establish necessary reserves for
contingencies; and
WHEREAS, the Commission on October 19, 1978 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 purpose of paying part of the cost of acquiring Automobile
Parking Facilities for the Parking System, including reimbursement of the City
for expenditures previously made by the City for said facilities; however,
said 1979 Bonds were never issued; 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) herein called the "Series 1984 Bonds", for the
purpose of paying part of the cost of acquiring Automobile Parking Facilities
and of equipping and improving Automobile Parking Facilities for the City's
Parking System, including reimbursement to the City, for expenditures
previously made by the City for such Automobile Parking Facilities (the 1978
Resolution, as amended, being referred to herein as the "1984 Resolution") ;
the Series 1984 Bonds were issued and a portion of the 1984 Bonds are
outstanding; and
WHEREAS, the Commission has heretofore passed and adopted Resolutions
No. 87-19081, 87-19082 and 87-19083 (the "1987 Resolutions") authorizing the
issuance of $10,000,000 in aggregate principal amount of Series 1987 Bonds to
refund the 1984 Bonds and to pay costs of acquiring, equipping and/or'
improving Automobile Parking Facilities; however, the Series 1987 Bonds were
never issued; and
WHEREAS, the Commission has determined and does hereby determine that
it is in the best interest of the City to advance refund and defease all of
the 1984 Bonds by providing for the payment of certain of the Series 1984
Bonds at their respective maturities and to redeem the balance of the Series
1984 Bonds at their earliest redemption date, by providing for the payment of
•
the principal and interest coming due on or prior to such respective matur-
ities and redemption dates and for the payment of the applicable redemption
premium, in order that the City may, at this time, eliminate certain restric-
tive covenants contained in the 1984 Resolution, and restructure debt service
relating to the Parking System; and
WHEREAS, the Commission has hereby determined to provide for the
issuance of revenue bonds of the City in the aggregate principal amount of not
exceeding TWELVE MILLION DOLLARS ($12,000,000) and designated Parking Revenue
Bonds, Series 1988 (the "Series 1988 Bonds") , for the purpose of (a) advance
refunding and defeasing the 1984 Bonds, (b) paying all or a part of the cost
of acquiring, equipping and/or improving Automobile Parking Facilities for the
Parking System and (c) funding the Reserve Account (hereinafter defined) .
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
MIAMI BEACH, FLORIDA:
SECTION 1 . Definitions.
A. Meaning of Words and Terms. In addition to words and terms
elsewhere defined in this Resolution, the following words and terms, as used
in this Resolution, shall have the following meanings, unless some other mean-
ing is plainly intended:
"Accountant" or "certified public accountant" shall mean a nationally
recognized firm of independent certified public accountants which shall have a
favorable reputation for skill and experience in accounting matters which is
engaged by the City to perform services which are required to be performed by
an Accountant under this Resolution.
"Additional Bonds" shall mean any Bonds, other than the Series 1988
Bonds, issued at any time under the provisions hereof.
"Amortization Requirements" shall mean, with respect to Outstanding
Term Bonds of any Series, an amount equal to the principal amount of such Term
Bonds which are to be redeemed by mandatory redemption during any Fiscal Year,
which shall be deposited in the Debt Service Fund in twelve (12) equal (as
nearly as possible) monthly installments during the twelve (12) calendar
months immediately preceding the date of such mandatory redemption.
"Award Resolution" shall mean the resolution providing for the sale
of any Series of Bonds to the Original Purchaser thereof.
"Automobile Parking Facilities" shall mean and include any on-street
space or off-street lot, building or structure which is made available by the
City for the public parking of automobiles and other motor vehicles upon pay-
ment of a fee or charge for the privilege of parking, whether such facilities
are owned by the City, leased by the City as lessor or lessee, or consist of
parking space on public streets (whether such streets are City streets, county
roads or state roads) for which the City lawfully charges a parking fee by
meter or otherwise, and shall include parking meters and other devices for
collecting parking fees or charges, entrances and exits to any such parking
lot, structure or building, together with any gates, fencing, lighting,
fixtures, equipment and accessories used in connection with any such parking
lot, parking building, or parking structure.
"Bond Counsel" shall mean a firm of attorneys of nationally recog-
nized standing in the field of municipal finance law whose opinions are gener-
ally accepted by underwriters and other purchasers of obligations issued by
states and local governments.
"Bond Purchase Agreement" or "Bond Purchase Contract" shall mean,
when used with reference to any Series of Bonds, an agreement or contract
between the City and the Original Purchaser providing for the sale by the City
of the Bonds of such Series to such Original Purchaser.
"Bondholders" shall mean the registered owners of the Bonds as their
names appear on the registration books of the City maintained by the
Registrar.
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"Bonds" shall mean, collectively, City of Miami Beach, Florida,
Parking Revenue Bonds, Series 1988, and any Additional Bonds which are issued
and Outstanding from time to time under the provisions of this Resolution.
"Book-Entry Bonds" and "Bonds in Book-Entry Form" shall mean Bonds
which are subject to a Book-Entry System.
"Book-Entry System" or "Book-Entry-Only-System means a system under
which physical Bond certificates in fully registered form are issued to DTC
(or to a similar securities depository) or to its nominee as registered owner,
with the certificated Bonds held by and "immobilized" in the custody of such
securities depository, and under which records maintained by persons, other
than the City or the Registrar, constitute the written record that identifies,
and records the ownership and transfer of the beneficial interests in those
Bonds.
"Business Day" shall mean any day of the year on which banks and
trust companies (in any of the cities in which the principal corporate trust
office of the Trustee, of the Registrar, of the Paying Agent, of any Co-Paying
Agent, or of any Provider is located) are not required or authorized to remain
closed and on which the Trustee, the Registrar the Paying Agent, all Providers
and the New York Stock Exchange, Inc. are open.
"Capital Appreciation Bond" shall mean any Bond which is to be
offered for sale to the public at any initial offering price of less than 97%
of the stated face amount thereof at maturity, but only if such Bond is
designated as a Capital Appreciation Bond.
"Capitalized Interest" shall mean, when used with reference to any
Series of Bonds, that portion of the proceeds of such Series of Bonds,
exclusive of accrued interest received upon the sale of such Series of Bonds,
which are required by the Series Resolution authorizing the issuance or sale
of such Series to be used to pay interest on such Series of Bonds.
"City" shall mean the City of Miami Beach, Florida.
"City Attorney" shall mean the City Attorney or an Assistant City
Attorney of the City or the officer succeeding to their principal functions.
"City Clerk" or "Clerk" shall mean the Clerk or any Deputy Clerk of
the City or the officer succeeding to his principal functions.
"Code" means the Internal Revenue Code of 1986, as amended or any
successor Internal Revenue Code, as amended. References to the Code and
Sections thereof include relevant successor provisions of the federal income
tax laws and applicable Income Tax Regulations.
"Commission" shall mean the City Commission of the City.
"Construction Fund" shall mean, when used with respect to proceeds of
the Series 1988 Bonds, the Construction Fund created by Section 14 hereof and
when used with respect to the proceeds of any Series of Additional Bonds, the
Construction fund created by the Series Resolution therefor.
"Co-Paying Agent" shall mean any bank, trust company or the fiduciary
designated by the Paying Agent with the consent of the City to serve as a Co-
Paying Agent for any Series of Bonds that shall have agreed to timely payment
of the principal of, interest on and redemption premium, if any, with respect
to such Bonds to the registered owners thereof, from funds made available
therefor by the City, the Trustee or a Provider of a Credit Enhancement
Facility.
"Cost" shall mean, when used with reference to any Project, and shall
include, where applicable, all capital expenditures relating to the
acquisition, construction, and installation of real and personal property
which is to constitute a part of such Project, including any "hard costs" and
"soft costs, " "direct costs" and "indirect costs" and may include Capitalized
- 3 -
1
Interest, supplies to be used in connection with such Project and may include
start-up costs to be incurred in placing the Project or any part thereof in
service. The term "Cost, " as used herein, shall be liberally construed.
"Credit Agreement" shall mean any contract, agreement, or other
instrument executed by the City in connection with obtaining any Credit
Enhancement Facility (other than an Insurance Policy) for any Bonds, includ-
ing, but not limited to, any reimbursement agreement, financial guaranty
agreement, standby bond purchase agreement, depository agreement, or remark-
eting agreement.
"Credit Enhanced" shall mean, when used with respect to any Bond,
that the principal of and interest on such Bond is secured by a Credit
Enhancement Facility.
"Credit Enhancement Charges" shall mean (1) "Initial Credit
Enhancement Charges" (as defined herein) and (2) "Recurring Credit Enhancement
Charges" (as defined herein) .
"Credit Enhancement Facility" shall mean (1) a Letter of Credit, a
Surety Bond, or other comparable financial commitment of a Person (other than
the City) under which such Person is obligated to provide funds to be used (A)
to pay any debt service on any Bond or Bonds or (B) to purchase any Bond or
Bonds for (i) cancellation by the City or (ii) remarketing, or (2) an
Insurance Policy for any Bonds.
"Current Debt Service Account" shall mean the Current Debt Service
Account of the Debt Service Fund created by Section 13.C. (3) of the
Resolution.
"Current Expenses" shall mean the City's reasonable and necessary
current expenses of maintenance, repair and operation of the System and shall
include, without limiting the generality of the foregoing:
( i) All ordinary and usual expenses of operation, maintenance and
repair, including expenses not annually recurring;
(ii) Any reasonable charges for pension or retirement funds properly
chargeable to the Parking System;
(iii) Insurance premiums (including payments to any self-insurance
fund of the City) and engineering expenses relating to
maintenance, repair and operation of the Parking System;
( iv) Recurring fees and expenses payable to DTC (or any similar
securities depository) with respect to the Bonds;
(v) Legal fees and expenses relating to the Parking System or to the
Bonds (other than legal fees and expenses which constitute
Issuance Expenses or fees that must be capitalized under
generally accepted accounting principles) ;
(vi) Rebate payments required to be made to the United States of
America under Section 148(f) of the Code with respect to the
Bonds (except to the extent paid from any Rebate Fund) and any
deposits made to any Rebate Fund therefor, and any legal ,
accounting or other fees, costs and expenses relating to
compliance with the provisions of Section 148(f) of the Code,
any taxes that may be lawfully imposed on the Parking system or
its income or operations (and additions to reserves for such
taxes) ;
(vii) Management fees paid by the City to any independent managers of
any part of the Parking System;
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(viii) Any other expenditures, including, but not limited to Fiduciary
Charges and Recurring Credit Enhancement Charges, required to be
paid by the City under th3 provisions of this Resolution or by
law with respect to the Parking System, all in accordance with
generally accepted accounting principles;
provided, that "Current Expenses" shall not include:
(A) The principal of, the premium and interest payable on any Bonds;
(B) Any Payment Obligations;
(C) Any expenses for which (or to the extent to which) the City is
or will be paid or reimbursed from any source if such payment or
reimbursement is not includable in Revenues;
(D) Any expenditures for unusual or extraordinary repair and
maintenance items of a type not recurring annually or at longer
intervals;
(E) Capital expenditures;
(F) Deposits to reserves for extraordinary maintenance or repair;
(G) Transfers to other City Funds, or any deposits or transfers to
the credit of the Funds and Accounts created hereunder or
pursuant hereto (except as otherwise expressly provided in this
definition) ;
(H) Any allowance for amortization or depreciation (except to the
extent the City receives payment therefor or reimbursement
thereof and includes the same in Revenues) ;
(I) Any extraordinary items arising from the early extinguishment of
debt; or
(J) Any claim or judgment arising out of any capital expenditure or
any tort or any other type of claim or judgment except to the
extent the payment of the item on which such claim or judgment
is based, if paid in due course, would have been included in
"Current Expenses, " as above defined.
"Current Interest" shall mean, when used with reference to a Bond,
that the interest thereon is payable to the Holder on periodic, scheduled
Interest Payment Dates and not only at the maturity or earlier redemption
thereof.
"DTC" shall mean the Depository Trust Company, New York, New York.
"Debt Service" or "debt service" shall mean, when used with respect
to any Bonds, the principal thereof and the interest and premium, if any,
thereon.
"Debt Service Fund" shall mean the Debt Service Fund created by
Section 13.C. hereof.
"Escrow Account" or "Escrow Fund" shall mean an account or fund held
for the benefit of Holders of Refunded Bonds or Refunded Series 1984 Bonds by
an Escrow Agent under an Escrow Deposit Agreement.
"Escrow Agent" shall mean a bank or trust company, either within or
without the State of Florida, which is designated as Escrow Agent in an Escrow
Deposit Agreement.
"Escrow Deposit Agreement" shall mean an agreement by and between the
City and an Escrow Agent, pursuant to which funds shall be held, invested and
applied by the Escrow Agent as provided in such agreement.
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"Escrow Deposit Agreement for the Refunded Series 1984 Bonds" shall
mean the Escrow Deposit Agreement established to defease the Refunded Series
1984 Bonds.
"Event of Default" shall mean an Event of Default described in Sec-
tion 23.A. hereof.
"Excluded Facilities" shall mean, initially, those Automobile Parking
Facilities consisting of the land described in Exhibit A hereto and any and
all Automobile Parking Facilities located thereon or appurtenant thereto and
shall from time to time (i) include any Automobile Parking Facilities desig-
nated by an amendment to this Resolution as being part of the Excluded
Facilities, as provided in Section 17.F.3. , Section 19(m) and Section 19(n)
hereof and (ii) exclude any Automobile Parking Facilities which by an amend-
ment to this Resolution are designated as being removed from the "Excluded
Property" classification, as provided in Section 19(o) hereof.
"Federal Securities" shall mean (i) direct obligations of the United
States of America and obligations the timely payment of principal of and
interest on which is fully guaranteed by the United States of America
(ii) obligations described in clause (i) of this definition which have been
stripped by the United States Treasury itself, and (iii) evidences of
proportionate interest or principal payments on obligations specified in
clause (i) 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 any claim of any other Person against
the custodian.
"Fiduciary" or "Fiduciaries" shall mean any Person serving as
Trustee, Co-Trustee, Registrar, Paying Agent or Co-Paying Agent hereunder or
as an Escrow Agent.
"Fiduciary Charges" means fees, charges and other amounts payable to
any Fiduciary pursuant to the provisions of any agreement between the City and
such Fiduciary for services rendered pursuant hereto and any such amounts
payable with respect to services rendered pursuant to any Escrow Deposit
Agreement executed pursuant hereto other than those which constitute Issuance
Expenses.
"Finance Director" shall mean the Finance Director of the City or the
officer succeeding to his principal functions.
"Fiscal Year" shall mean the Fiscal Year of the City, being (on the
date hereof) the period commencing on the first (1st) day of October of a
calendar year and ending on the last day of September of the following
calendar year, as the same may be changed from time to time pursuant to law.
"Government Obligations" shall mean (i) obligations described in
clauses (i) and (ii) of the definition of Federal Securities which are not
subject to redemption prior to maturity (except at the option of the holder)
and (ii) Pre-refunded Municipal Obligations.
"Holder" and "Bondholder" shall mean the registered owner (or his
duly authorized attorney) of any Bond.
"Initial Credit Enhancement Charges" shall mean and include any
premium, commitment fee or other issuance charge payable by the City, to any
Provider for the issuance of any Credit Enhancement Facility relating to any
Bonds, at the time of the initial issuance of such Bonds, together with any
fees and expenses relating thereto, including, but not limited to, the legal
fees and expenses of legal counsel to such Provider, which the City is
required to pay or for which it is required to reimburse the Provider, but
shall not include any Payment Obligations or Recurring Credit Enhancement
Charges.
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"Insurance Consultant" shall mean a person or firm retained by the
City which is qualified to survey risks and to recommend insurance coverage
for facilities and services provided by the Parking System (and organizations
engaged in like operations) and having a favorable reputation for skill and
experience in such surveys and recommendations, and in the case of an indi-
vidual, shall not be an official or employee of the City, and in the case of a
firm, shall not have a partner, member, director, officer, or employee who is
an official or employee of the City, but who may be an insurance broker or
insurance agent with whom the City transacts business.
"Insurance Policy" shall mean a municipal bond insurance policy
issued by an Insurer with respect to any of the Bonds, which insures the
payment of the principal of and interest on such Bonds as such payments become
due (other than by reason of optional redemption or acceleration of the
maturity of principal) but which shall be unpaid by reason of nonpayment by
the City and under which the Insurer becomes subrogated to the Holders ' rights
on account of such payments, but has no other recourse against the City.
"Insurer" shall mean a company which has issued an Insurance Policy
with respect to any Bonds.
"Interest" or "interest" shall mean the interest on the specified
Bonds; in the case of Capital Appreciation Bonds, the interest component
included in the face amount thereof at maturity (and the appreciated principal
amount or accreted value thereof at redemption) shall be deemed to constitute
principal (except that for purposes of any limitation on the "principal
amount" of Bonds of any Series which may be authorized hereby or pursuant
hereto, the "principal amount" thereof shall be the stated face amount thereof
at maturity reduced by any original issue discount so as to exclude the
accrued interest component which is included in the stated face value at
maturity) .
"Interest Payment Date" shall mean, when used with reference to any
Bonds, the dates on which interest is stated to be due thereon, and any date
on which interest becomes due thereon on account of the early redemption
thereof or on account of the happening of an event which, under the terms of
such Bonds, requires a payment of interest to be made thereon.
"Issuance Expenses" shall mean, when used with reference to any
Series of Bonds, all costs and expenses payable by the City incidental to the
issuance of the Bonds of such Series and, if such Series of Bonds are
Refunding Bonds, the term shall include the costs and expenses of providing
for the refunding and defeasance of the Series 1984 Bonds or other Refunded
Bonds (as the case may be) to be refunded and def eased, and shall include, but
not be limited to, fees and expenses of consultants, advisors, and counsel and
Bond Counsel to the City, costs and expenses of printing such Bonds and
disclosure documents relating thereto, fees of bond rating agencies, charges
for CUSIP numbers, charges of DTC and other securities depositories, closing
costs (including all legally permitted costs of travel, food and lodging of
officials and employees of the City incurred in connection with attending any
closing or preclosing or any meeting relating to the issuance of such Bonds) ,
any costs incurred in connection with the sale of such Series of Bonds,
including costs incurred in any public or negotiated sale thereof, and
placement fees, costs of compliance with the securities laws of any state in
which Bonds of such Series are to be offered and sold, the initial and
acceptance fees and expenses of any Fiduciaries involved in the financing, and
other similar expenses; provided that the term shall not include (i) any
underwriter's discount which is taken into account in the sale price to the
Original Purchaser (or any costs and expenses paid by the Original Purchaser
and which are not to be reimbursed by the City) or (ii) any Initial Credit
Enhancement Charges.
"Letter of Credit" shall mean an irrevocable, unconditional letter of
credit (which may be either a "standby" letter of credit or a "direct pay"
letter of credit) under which funds may be drawn for the purpose of making
payments of principal of and interest on any Bond or Bonds and which is issued
by a banking association, bank or trust company, or branch thereof, whose
- 7 -
letters of credit, when issued to pay principal and interest on municipal
obligations, result in such municipal obligations being rated in one of the
two highest rating categories (without regard to gradations of "plus" and
"minus" within each such rating category) by both Moody's Investors Service,
Inc. and Standard & Poor's Corporation.
"Mayor" shall mean the Mayor or Vice Mayor of the City, their
designee or the officer succeeding to their principal functions.
"Mayor's Certificate" shall mean a certificate, executed by the Mayor
in connection with the sale of Bonds establishing any terms of such Bonds or
terms of sale thereof or other matters with respect to which the Mayor has
been delegated authority by Resolution of the Commission.
"Moody's Investors Service, Inc. " shall mean the nationally
recognized rating agency by that name and any successor to the rating business
thereof which issues ratings on municipal obligations.
"Original Purchaser" shall mean, as to any Series of Bonds, the
Person or Persons identified in the Bond Purchase Agreement relating thereto
as the purchaser or purchasers of such Bonds.
"Outstanding" or "outstanding" shall mean, when used with reference
to any Bonds as of the applicable time, Bonds which have been authenticated
and delivered hereunder, or which are being delivered, under this Resolution,
except:
(i) Bonds which have been paid as provided in Section 11 hereof;
(ii) Bonds which have been cancelled upon surrender, exchange or
transfer pursuant to Section 5 hereof;
(iii) Bonds described in Section 10 hereof which have been called for
redemption;
(iv) Bonds, the payment of all principal of, interest and premium (if
any) on which has been provided for pursuant to Section 22
hereof;
(v) Bonds which have become due and are deemed to have been paid and
discharged pursuant to the provisions of this Resolution;
(vi) Bonds, in lieu of which replacement Bonds have been
authenticated and issued pursuant to Section 7 hereof; and
(vii) Bonds of any Series which, under the terms of the Series
Resolution under which such Series of Bonds are issued, are not
deemed to be Outstanding.
"Parking Consultant" shall mean any Person, other than the City or
any official or employee of the City, which is generally recognized as being
competent and qualified to make economic and economic feasibility studies
pertaining to facilities for the parking of automobiles and other motor
vehicles.
"Parking Department Director" shall mean the City's Parking
Department Director or the employee of the City succeeding to his principal
functions.
"Parking System" shall mean all Automobile Parking Facilities other
than Excluded Facilities.
"Parking System Facilities" shall mean any Automobile Parking
Facilities of the Parking System.
"Paying Agent" shall mean the bank or trust company which is serving
as Trustee and, where the context so requires, shall include any Co-Paying
Agent.
- 8 -
"Payment Obligation" shall mean an obligation of the City arising
under a Credit Agreement (1) to reimburse any Provider for amounts advanced by
such Provider under a Credit Enhancement Facility (other than an Insurance
Policy) which are used (A) to pay any principal of , premium on, or interest on
any Bond or Bonds, or (B) to purchase any Bond or Bonds for cancellation, or
(C) to purchase any Bond or Bonds for remarketing, and (2) to pay interest on
any such advances.
"Permitted Investments" shall mean ( 1 ) direct obligations of
( including obligations issued or held in book entry form on the books of) the
Department of Treasury of the United States of America; (2) obligations of any
of the following federal agencies which obligations represent full faith and
credit of the United States of America, including: Export-Import Bank, Farmers
Home Administration, General Services Administration, U. S. Maritime
Administration, Small Business Administration, Government National Mortgage
Association (GNMA) , U. S. Department of Housing & Urban Development, Federal
Housing Administration; (3) bonds, notes or other evidences of indebtedness
rated "AAA" by Standard & Poor's Corporation and "Aaa" by Moody 's Investor
Services issued by the Federal National Mortgage Association or the Federal
Home Loan Mortgage Corporation with remaining maturities not exceeding three
years; (4) U. S. dollar denominated deposit accounts, federal funds and
banker 's acceptances with domestic commercial banks which have a rating on
their short-term certificates of deposit on the date of purchase of "A-1" or
"A-1+" by Standard & Poor's and "P-1" by Moody 's and maturing no more than 360
days after the date of purchase. (Ratings on holding companies are not
considered as the rating of the bank) ; (5) commercial paper which is rated at
the time of purchase in the single highest classification, "A-1+" by Standard
& Poor's and "P-1" by Moody's Investor - Services and which matures not more
than 270 days after the date of purchase; (6) Investments in a money market
fund rated "AAAm" or "AAAm-G" or better by Standard & Poor's Corporation;
(7) Investment agreements approved in writing by all Providers [supported by
appropriate opinions of counsel ] ; (8) other forms of Investments approved in
writing by all Providers; and (9) Pre-refunded Municipal Obligations.
"Person" shall mean any individual , firm, partnership, corporation,
public body, or other legal entity.
"Pledged Funds" shall mean and include the moneys and investments in
the Revenue Fund, the Current Debt Service Account of the Debt Service Fund,
the Reserve Account of the Debt Service Fund, each Construction Fund (and
investment income therein) and the Renewal and Replacement Fund, unless
otherwise provided in this Resolution, and with respect to each Construction
Fund and the Renewal and Replacement Fund, pending application of moneys
therein for the purposes for which such Funds are created, but shall exclude
moneys and investments in the Surplus Fund and in any Rebate Fund.
"Pledged Revenues" shall mean the Revenues, subject only to the prior
payment of Current Expenses.
"Predecessor" shall mean, when used with reference to any particular
Bond, every prior Bond evidencing all or a portion of the same debt as that
evidenced by the particular Bond. For the purposes of this definition, any
Bond authenticated and delivered under Section 5, 6 or 7 hereof shall, except
as otherwise provided in Section 7 hereof, be deemed to evidence the same debt
as the Bond it is issued to replace.
"Pre-refunded Municipal Obligations" shall mean any bonds or other
obligations of any state of the United States of America or of any agency,
instrumentality or local governmental unit of any such state which are not
callable at the option of the obligor prior to maturity or as to which
irrevocable instructions have been given by the obligor to call on the date
specified in the notice; and (A) which are rated, based on the escrow, in the
highest rating category of Standard & Poor's Corporation and Moody's Investor
Service, Inc. or any successors thereto; or (B)(i) which are fully secured as
to principal and interest and redemption premium, if any, by a fund consisting
only of cash or obligations described in clauses (i) and ( ii) of the
definition of Federal Securities, which fund may be applied only to the
payment of such principal of and interest and redemption premium, if any, on
- 9 -
le--/a/'5�e�-
such bonds or other obligations on the maturity date or dates thereof or the
specified redemption date or dates pursuant to such irrevocable instructions,
as appropriate, and (ii) which fund is sufficient, as verified by a nationally
recognized independent certified public accountant, to pay principal of and
interest and redemption premium, if any, on the bonds or other obligations
described in this paragraph on the maturity date or dates thereof or on the
redemption date or dates specified in the irrevocable instructions referred to
above, as appropriate.
"Project" shall mean Automobile Parking Facilities (other than
Excluded Facilities) the cost of the acquisition, construction, reconstruc-
tion, alteration, expansion, modification or equipping of which shall be paid
with proceeds of any Series of Bonds; the particular items which shall com-
prise any Project need not be identified at the time any such Series of Bonds
is issued.
"Provider" shall mean any issuer of a Letter of Credit, Reserve
Account Letter of Credit, Surety Bond, Reserve Account Surety Bond or
Insurance Policy.
"Rebate Fund" shall mean any Fund established, as permitted by this
Resolution, by the Finance Director with respect to any Series of Bonds, into
which Revenues may be deposited to fund the City's estimated accrued, but
unpaid, liability under Section 148(f) of the Code to make payments to the
United States of America with respect to such Series of Bonds.
"Recurring Credit Enhancement Charges" shall mean and include (1) all
charges payable by the City to any Provider under any Credit Agreement to
renew or extend the term of any Credit Enhancement Facility, (2) all charges
of the type described in the definition of "Initial Credit Enhancement
Charges" relating to the replacement of any Credit Enhancement Facility for
any outstanding Bonds with a new Credit Enhancement Facility, and (3) any
other fees, charges or amounts the City is required to pay to any Provider
(other than Initial Credit Enhancement Charges) under any Credit Agreement,
including, but not limited to, draw fees, transaction fees, termination fees,
annual fees, expenses of such Provider which the City is required to pay or
for which it is required to reimburse such Provider, and any payments the City
is required to make to indemnify any such Provider for any costs or expenses
incurred by it or any loss suffered by it in connection with a Credit
Enhancement Facility or the Bonds, but shall not include any Payment
Obligations.
"Refunded" shall mean, when used with respect to any Bonds, that such
Bonds have been refunded and defeased under Section 22 hereof.
"Refunding Bonds" shall mean any Series of Additional Bonds issued at
any time under the provisions of Section 17.G. 1. hereof or the portion of a
Series of Bonds which, under Section 17.G.3. hereof, are deemed to be a
separate issue of Bonds for purposes of Section 17.G. 1. hereof.
"Register" shall mean, when used with respect to any Series of Bonds,
the registration books, maintained by the Registrar for such Series, upon
which the ownership and transfer of Bonds of such Series are reflected.
"Registrar" shall mean, when used with respect to any Series of
Bonds, the bank, trust company, or transfer agent designated as the Registrar
for such Series in the Series Resolution therefor.
"Regular Record Date" shall mean the fifteenth (15th) day (whether or
not a Business Day) of the month immediately preceding any scheduled Interest
Payment Date; provided that with respect to any Series of Bonds the Commission
may, in the Series Resolution therefor, establish a different Regular Record
Date.
"Renewal and Replacement Fund" shall mean the Renewal and Replacement
Fund created by Section 13.D. of this Resolution.
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"Reserve Account" shall mean the Reserve Account of the Debt Service
Fund created by Section 13 .C. 3 . of this Resolution.
"Reserve Account Credit Enhancement Facility" shall mean any Reserve
Account Surety Bond or Reserve Account Letter of Credit.
"Reserve Account Letter of Credit" shall mean a "standby" Letter of
Credit, held for the credit of the Reserve Account, in lieu of or in
substitution for cash or investments, under which amounts are to be drawn (in
lieu of withdrawing cash from the Reserve Account) to pay debt service on
Bonds.
"Reserve Account Surety Bond" shall mean a "standby" Surety Bond held
for the credit of the Reserve Account in lieu of or in partial substitution
for cash or investments, under which amounts are to be drawn (in lieu of
withdrawing cash from the Reserve Account) to pay debt service on any Bonds.
"Revenue Fund" shall mean the Revenue Fund created by Section 13.B.
of this Resolution.
"Revenues" shall mean and include 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 sup-
pliable by the City to users of the Parking System, and all rents received by
the City from the rental of space comprising any part of the Parking System,
including receipts from concessionaires, income derived from investments in
the Revenue Fund, the Current Debt Service Account of the Debt Service Fund,
the Reserve Account of the Debt Service Fund and the Renewal and Replacement
Fund, to the extent set forth in this Resolution, and the income derived from
the investment of moneys in the Surplus Fund, but shall exclude income derived
from the investment of moneys in any Construction Fund or Rebate Fund.
"Serial Bond" shall mean a Bond that is not a "Term Bond" as defined
herein.
"Series 1984 Bonds" shall mean the City's Parking Revenue Bonds
(Series 1984) .
"Series 1988 Bonds" shall mean the City's Parking Revenue Bonds,
Series 1988, which are authorized by Section 2 hereof.
"Series 1988 Project" means the Project (whether the Automobile
Parking Facilities comprising the same are currently identified or to be
subsequently identified) upon which proceeds of the Series 1988 Bonds are
actually expended.
"Series Resolution" shall mean a resolution, supplemental hereto
authorizing the issuance of one or more Series of Bonds and shall include any
Award Resolution and any Mayor's Certificate relating thereto.
"Standard & Poor's Corporation" shall mean the nationally recognized
rating agency by that name and any successor to the rating business thereof
which issues ratings on municipal obligations.
"State" shall mean the State of Florida.
"Supplemental Resolution shall mean any resolution supplemental or
amendatory hereto or to any other Supplemental Resolution, and shall include
any Series Resolution or Award Resolution.
"Surety Bond" shall mean a Surety Bond or other comparable financial
commitment under which funds are to be paid to the Trustee or to the Paying
Agent or to a Co-Paying Agent for the purpose of making payments of principal
and interest on any Bond or Bonds and which is issued by an insurance company
or other surety whose surety bonds, when issued to secure the payment of
principal and interest on municipal obligations, results in such municipal
- 11 -
obligations being rated in one of the two highest rating categories (without
regard to gradations of "plus" and "minus" within each such category) by both
Moody's Investors Service, Inc. and Standard & Poor's Corporation.
"Surplus Fund" shall mean the Surplus Fund created by Section 13.E.
of this Resolution.
"Taxable Bonds" shall mean Bonds which state on their face that the
interest income thereon is (or may be) included in the gross income of the
Holder for federal income tax purposes.
"Tax Compliance Certificate" means a certificate, in form and
substance satisfactory to Bond Counsel, to be executed, in connection with any
Series of Bonds (which are intended to be "tax exempt obligations, " as defined
in the Code) , by such officials and employees of the City as shall be
designated by the Series Resolution for such Series, in which the City shall
make representations and covenants as to the use of gross proceeds of such
Series of Bonds and as to other matters relevant to the federal income tax
status of the interest thereon.
"Term Bond" shall mean a Bond which, at the time of issuance, is part
of a maturity which is subject to scheduled mandatory redemptions, in part,
prior to such maturity.
"Trustee" shall mean the bank or trust company to be named as Trustee
in a Supplemental Resolution of the Commission, and its successors in trust
hereunder which shall serve as Trustee pursuant to Section 13.F. hereof.
"Value" shall mean and be determined as of the end of each month,
means that the value of any investments shall be calculated as follows:
(a) As to investments the bid and asked prices of which are
published on a regular basis in The Wall Street Journal (or, if
not there, then in The New York Times) : The average of the bid
and asked prices for such investments so published on or most
recently prior to such time of determination;
(b) As to investments the bid and asked prices of which are not
published on a regular basis in The Wall Street Journal or The
New York Times: The average bid price at such time of
determination for such investments by any two nationally
recognized government securities dealers (selected by the
Trustee in its absolute discretion) at the time making a market
in such investments or the bid price published by a nationally
recognized pricing service;
(c) As to certificates of deposit and bankers acceptances: the face
amount thereof, plus accrued interest; and
(d) As to any investment not specified above: the value thereof
established by prior agreement between the Issuer, the Trustee
and AMBAC Indemnity Corporation.
"Variable Rate" shall mean, when used with respect to any Bonds,
Bonds having an interest rate which is subject to future change so that at the
date any calculation of interest thereon is required to be made hereunder, the
interest payable at any future time which is relevant to such calculation is
not known. For the following purposes, the interest on Variable Rate Bonds
shall be calculated as follows:
(i) If, as of the date of any calculation, any Outstanding Bond is a
Variable Rate Bond, or if any Additional Bond to be issued is a
Variable Rate Bond, then for purposes of calculation, the
following rules shall apply:
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(A) At the time of establishing a budget and rates and charges
for any Fiscal Year for the purpose of the rate covenant
current coverage test of Section 17.B. hereof, the rate of
interest on any outstanding Variable Rate Bond shall be
deemed to be the highest interest rate borne by such Bond
at any time during the preceding twenty-four (24) months
(or such shorter period as such Bond has been outstanding) .
(B) For purposes of determining whether Additional Bonds may be
issued under the coverage test of Section 17.G. 2(a) hereof,
the rate of interest on any then Outstanding Variable Rate
Bond shall be deemed to be the greater of (a) the highest
rate of interest borne by such Bond during the "Base Year"
(as defined in (iv) below) , or (b) the "Assumed Interest
Rate" (as defined in (iii) below) ; and
(ii) For purposes of determining whether any Additional Bonds having
a Variable Rate may be issued, the rate of interest on each
proposed Variable Rate Bond shall be deemed to be the greater of
(a) the initial interest rate at which such Additional Bond is
to be issued, or (b) the "Assumed Interest Rate" (as defined in
(iii) below) .
( iii) The term "Assumed Interest Rate" shall mean:
(a) In the case of Bonds which are not Taxable Bonds, one hun-
dred fifty ( 150) basis points above the Bond Buyer 20 Bond
Index; and
(b) In the case of Bonds which are Taxable Bonds, one hundred
fifty (150) basis points over the thirty (30) year Treasury
Bond Rate, as reported, in either case, in the Bond Buyer
as being the rate which was in effect as of the last day of
the month immediately preceding the sale of such Additional
Bonds.
(iv) The Term "Base Year" means the Fiscal Year used hereunder for
determining whether Additional Bonds may be issued.
B. Rules of Construction. Words of the masculine gender shall be
deemed and construed to include correlative words of the feminine and neuter
genders. Unless the context shall otherwise indicate, the words "Bond, "
"Bondholder, " "owner, " "holder" and "person" shall include the plural as well
as the singular number, the word "person" shall mean any individual,
corporation, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof, and the word "owner" or "holder" or "bondholder" when
used with respect to Bonds issued hereunder shall mean the registered owner of
Bonds at the time issued and outstanding hereunder.
Any reference herein to the City, the Commission, the Mayor, the City
Manager, or to any other officials or employees of the City or to other public
boards, commissions, departments, institutions, agencies, bodies, entities or
officers thereof, shall include those who or which succeed to their functions,
duties or responsibilities pursuant to or by operation of law or who are
lawfully performing their functions. Any reference to a section or provision
of the Constitution or Statutes of the State, or to a section, provision or
chapter of federal or State laws and regulations, shall include such section,
provision, chapter, laws or regulations, as amended, modified, revised,
supplemented, or superseded from time to time; provided that no such change in
the Constitution or laws or regulations shall be deemed applicable by reason
of this provision if such change would in any way constitute an impairment of
the rights of the City, any Provider, any Holder or the Trustee or would alter
the obligation of the City to pay the principal of, interest and premium, if
any, on the Bonds or to pay any Payment Obligations in the amount and manner,
at all times, and from the sources provided in the Bonds, Credit Agreements
and this Resolution, except as otherwise herein permitted.
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1
SECTION 2. Authorization and Description of Series 1988 Bonds.
A. There are hereby authorized to be issued Parking Revenue Bonds,
Series 1988, of the City in the aggregate principal amount not to exceed
$12,000,000 for the purpose of (a) advance refunding and defeasing all of the
Outstanding Series 1984 Bonds, (b) paying all or part of the Cost of the
Series 1988 Project which shall consist of Automobile Parking Facilities for
the Parking System, including reimbursement to the City, for expenditures
previously made by the City for the Series 1988 Project, (c) funding the
Reserve Account, and (d) paying Initial Credit Enhancement Charges and
Issuance Expenses relating to the Series 1988 Bonds.
B. The City may also authorize and issue Additional Bonds as
provided in Section 17 .G. hereof.
C. All covenants, agreements and provisions of this Resolution
shall be for the equal benefit and security of all present and future
registered owners of the Series 1988 Bonds and any Additional Bonds authorized
and issued from time to time as permitted hereby (said Series 1988 Bonds and
Additional Bonds hereafter authorized are herein collectively referred to as
the "Bonds") without preference, priority or distinction, except as otherwise
hereinafter provided, of any Bond over any other Bond by reason of priority in
the issue, sale or negotiation thereof, or otherwise.
D. The Series 1988 Bonds shall be deposited with the Trustee (as
hereinafter defined) for authentication and delivery, but before the Series
1988 Bonds shall be delivered the following shall be filed with the Trustee:
(1 . ) A copy, certified by the City Clerk to be a true and
correct copy, of this Resolution;
(2. i) A copy, certified by the City Clerk to be a true and
correct copy, of the Award Resolution for the Series 1988
Bonds (and any Mayor's Certificate provided for therein) ,
which shall :
(a) Authorize the execution of an Escrow Deposit Agreement
for the Refunded Series 1984 Bonds by and between the
City and a bank or trust company designated as Escrow
Agent (the "Escrow Agent for the Refunded Series 1984
Bonds") in said Agreement;
(b) Provide for the disposition of moneys held under the
1984 Resolution;
(c) Award the 1988 Bonds to the Original Purchaser thereof
and direct the delivery of the Series 1988 Bonds to or
upon the order of the Original Purchaser named in said
Award Resolution upon payment of the purchase price
therein set forth, plus any accrued interest on the
1988 Bonds; and
(d) Appoint a Trustee, Registrar and Paying Agent;
3 . An executed counterpart of the Escrow Deposit Agreement for
the Refunded Series 1984 Bonds; and
4. If any Refunded Series 1984 Bonds are to be called for
redemption prior to their stated maturity dates, a copy,
certified by the City Clerk to be a true and correct copy,
of the Resolution of the Commission calling such Series
1984 Bonds for redemption.
When the documents described in paragraphs 1 . through 4. of this
Section have been filed with the Trustee and when the Series 1988 Bonds have
been executed and authenticated as required by this Resolution, the Trustee
shall deliver the Series 1988 Bonds to, or upon the order of, the Original
.
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r
Purchaser named in the Award Resolution referred to in (ii) above, but only
upon payment of the purchase price of said 1988 Bonds and any accrued interest
thereon. The Trustee, Registrar, Paying Agent and the Escrow Agent for the
Refunded Series 1984 Bonds shall be entitled to rely upon this Resolution and
the Resolutions referred to above as to all matters stated therein.
E. The Bonds of each Series (unless otherwise provided in the
Series Resolution therefor) shall be in the denomination of $5,000 (or in the
case of Capital Appreciation Bonds, the face amount at maturity) or any
integral multiple thereof, shall bear interest at such rate or rates, not
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, all as shall be determined by the Series Resolution for such
Series to be adopted by the Commission on or prior to the date of sale
thereof. The Bonds of each Series shall be issued in fully registered form
and shall be numbered consecutively from R-1 upward (unless otherwise provided
in the Series Resolution therefor) .
F. The principal of, redemption premium, if any, and the interest
on the Bonds of each Series (unless otherwise provided in the Series
Resolution therefor) shall be paid in any coin or currency of the United
States of America which, at the respective times of payment, is legal tender
for the payment of public and private debts. Unless otherwise provided in the
series Resolution for any Series of Bonds, the principal of and redemption
premium, if any, on the Bonds of each Series shall be payable only to the
registered owner or his duly authorized attorney at the office of a bank or
banks to be designated by the Commission by subsequent resolution as Paying
Agent for the Bonds of such Series or at the office designated for such
payment of any successor thereto. Payment of the interest on each of the
Bonds shall be made by the Paying Agent on each Interest Payment Date to the
Person appearing on the registration books of the City hereinafter provided
for as the registered owner thereof as of the close of business on the Regular
Record Date, by draft or check mailed (or if provided by the Series Resolution
therefor by wire transfer) to such registered owner at his address as it
appears on such registration books, at the close of business of the Registrar
on such Regular record Date as shall be determined by the Series Resolution
therefor.
SECTION 3 . Execution of Bonds. The Bonds of each Series (unless
otherwise provided by the Series Resolution therefor) shall be executed on
behalf of the City by the manual or facsimile signature of the Mayor of the
City and attested by the manual or facsimile signature of the City Clerk, and
the seal of the City shall be impressed (or 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 Registrar 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 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. No Bond shall be secured hereby or
entitled to the benefit hereof, and no Bond shall be valid or obligatory for
any purpose, unless there shall be endorsed on such Bond a certificate of
authentication, substantially in the form prescribed in this Resolution,
executed by the Registrar, and such certificate on such Bond shall be
conclusive evidence, and the only competent evidence, that it has been duly
authenticated and delivered hereunder.
r
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SECTION 5. Negotiability, Registration, Transfer and Exchange. The
Bonds of each Series issued hereunder (unless otherwise provided by the
applicable Series Resolution) shall be and shall have all of the qualities and
incidents of negotiable instruments under the laws of the State of Florida,
and the Original Purchaser and each successive registered owner, in accepting
any 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 the Series Resolution for each Series of Bonds, the City shall
duly appoint a Registrar for the Bonds of such Series and there shall be kept
by the Registrar at an office designated by the Registrar with the approval of
the City, a Register for the registration of ownership and transfer of Bonds
of such Series, and the City shall appoint the Registrar as its agent to keep
such books and make such registrations of ownership and transfers under such
reasonable regulations as the City or the Registrar may prescribe; and the
Registrar shall register or transfer or cause to be registered or transferred
thereon, as herein provided, any Bonds of such Series, upon presentation
thereof at such office (subject to any limitation and requirements contained
in such Series Resolution) .
Unless otherwise provided in the Series Resolution for any Series of
Bonds, the Bonds of each Series may be transferred only on the Register
therefor by the registered owner in person or by his duly authorized attorney,
and only upon surrender thereof to the Registrar therefor at the designated
office of such Registrar with an assignment, duly executed by the registered
owner thereof or his duly authorized attorney, in such form and with signature
guaranteesatisfactory to such Registrar. Upon such surrender a new fully-
registered Bond of the same Series, 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.
Unless otherwise provided in the Series Resolution for any Series of
Bonds, the Bonds of each Series may be exchanged for Bonds of different
authorized denominations of the same Series, maturity, in the same aggregate
principal amount and bearing the same rate of interest, upon surrender thereof
to the Registrar therefor at the designated office of such Registrar, together
with an assignment duly executed by the registered owner thereof or his duly
authorized attorney in such form and with signature guarantee satisfactory to
such Registrar.
Unless otherwise provided in the Series Resolution for any Series of
Bonds, such transfers or exchanges shall be without charge to the registered
owners of such Bonds, but any taxes or other governmental charges required to
be paid with respect thereto shall be paid by the registered owner requesting
such transfer or exchange as a condition precedent to the exercise of such
privilege.
The Registrar shall not be required to transfer or exchange any Bond
of any Series at such times as shall be determined by the Series Resolution
therefor.
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 Predecessor 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 Predecessor Bonds.
The person in whose name any Bond shall be registered on the Register
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 contrary; and payment of, or on account of, the principal of,
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 the liability upon such Bond to the extent of the sum or sums so
paid.
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Notwithstanding any other provisions of this Resolution, the City
may, at its option, prior to the date of issuance of any Series of Bonds,
elect to use a Book-Entry System with respect to Bonds of such Series provided
adequate records shall be kept with respect to the ownership of beneficial
interests in Bonds for which a Book-Entry System has been established 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
Bonds. The details of any Book-Entry System or other alternative system for
any Series of Bonds, as described in this paragraph, shall be set forth in the
Series Resolution for such Series of Bonds.
SECTION 6. Temporary Bonds. Until Bonds in definitive form are
ready for delivery, the City may execute, and upon its request in writing, the
Trustee shall authenticate and deliver in lieu of Bonds in definitive form and
subject to the same provisions, limitations and conditions, one or more
printed, lithographed or typewritten Bonds in temporary form, substantially of
the tenor as the definitive Bonds with appropriate omissions, variations and
insertions. Such Bond or Bonds in temporary form shall be issued in
authorized denominations. Until exchanged for Bonds in definitive form, such
Bonds in temporary form shall be entitled to the lien and benefit of this
Resolution. The City, without unreasonable delay, shall prepare, execute and
deliver to the Registrar and thereupon, upon the presentation and surrender of
the Bond or Bonds in temporary form, the Registrar shall authenticate and
deliver, in exchange therefor, a Bond or Bonds of the same Series in
definitive form in any authorized denominations, and for the same aggregate
principal amount as the Bond or Bonds in temporary form surrendered and
bearing the same maturity and rate of interest. Such exchange shall be made
by the Registrar 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 authenticated Bond of like Series and
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 City proof of his ownership thereof and satisfactory indemnity, complying
with such other reasonable regulations and conditions as the City may
prescribe and paying such expenses as the City 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 destroyed without surrender thereof. Any such replacement
Bond issued pursuant to this Section shall constitute an original, additional
contractual obligation on the part of the City, whether or not the lost,
stolen or destroyed Bond be at any time found by anyone, and such replacement
Bond shall be entitled to equal and proportionate benefits and rights as to
lien on and source and security for payment from the Pledged Revenues and
Pledged Funds, to the same extent as all other Bonds issued hereunder.
SECTION 8. Redemption of Bonds. The Bonds of each Series shall be
redeemable prior to their respective dates of maturity, at the option of the
City, in whole or in part, upon such terms and conditions as may be specified
in the Series Resolution therefor. The Bonds of each Series in denominations
greater than the minimum authorized denomination shall be deemed to be an
equivalent number of Bonds of the minimum authorized denomination. In the
event a Bond is of a denomination greater than the minimum authorized
denomination, a portion of such Bond may be redeemed, but Bonds shall be
redeemed only in the principal amount of the minimum authorized denomination
or any integral multiple thereof. The Registrar shall select the Bonds of
each Series or portions thereof to be redeemed in accordance with the terms
and provisions of this Resolution and the Series Resolution therefor.
- 17 -
Upon surrender of any Bond for redemption in part only, 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, bearing
interest at the same rate, of any authorized denomination or denominations in
aggregate principal amount equal to the unredeemed portion of the Bond so
surrendered.
Whenever any Bonds shall be delivered to the Trustee for cancella-
tion, upon payment of the principal amount thereof, or for replacement,
transfer or exchange, such Bonds shall be cancelled and destroyed by the
Trustee. Counterparts of the certificate of destruction evidencing any such
destruction shall be furnished to the City.
SECTION 9. Redemption Notice. With respect to any Bonds of any
Series which are to be redeemed, a written notice of any such redemption,
either in whole or in part, shall be mailed, postage prepaid, at such time as
shall be determined by the Series Resolution therefor, to all registered
owners of Bonds to be redeemed at their addresses as they appear on the
Register for such Series, but failure so to mail such notice to any registered
owner of a Bond shall not affect the validity of the proceedings for such
redemption with respect to any other registered owner of a Bond. Each such
notice shall set forth CUSIP numbers, if any, the certificate number, the
called amounts of each certificate, date of issue, interest rate and maturity
date of the Bonds of such Series to be redeemed and shall also include the
date fixed for redemption, the redemption price to be paid and the name and
address of the Paying Agent.
SECTION 10. Effect of Calling for Redemption. On the date so
designated for redemption, notice having been mailed in the manner and under
the conditions hereinabove provided and moneys or Government Obligations or a
combination of both for payment of the redemption price being held in a
separate account or Escrow Fund, 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 to accrue on such redemption date, 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 plus interest to the
redemption date. Bonds called for redemption shall be cancelled upon the
surrender thereof.
SECTION 11 . Bonds Called for Redemption or Payment Provided Therefor
Not Outstanding. Bonds for the payment of the principal or redemption price
of which, either at maturity or earlier redemption date, and for the payment
of interest on which to maturity or earlier redemption date, sufficient
moneys, or Government Obligations in such amounts, bearing interest at such
rates and maturing at such dates that the proceeds thereof and the interest
thereon will provide such moneys, or a combination of both, shall be held in a
separate escrowed account, shall not be deemed to be Outstanding under the
provisions of this Resolution.
SECTION 12. Form of 1988 Bonds. The form of the 1988 Bonds and the
certificates of authentication and transfer shall be substantially as follows:
[FORM OF FACE OF BOND]
CITY OF MIAMI BEACH, FLORIDA
PARKING REVENUE BOND
SERIES 1988
R -
Interest Rate Maturity Date Dated Date CUSIP
Registered Owner
Principal Amount ($ ) Dollars
- 18 -
The City of Miami Beach, Florida, a municipality of the State of
Florida (the "City") for value received, hereby promises to pay to the
registered owner hereof (named above) , or registered assigns, on the maturity
date (specified above) , unless this Bond is earlier redeemed, the principal
amount (specified above) solely from the sources hereinafter specified, and to
pay interest thereon at the interest rate per annum (specified above) , solely
from said sources, from the most recent Interest Payment Date to which
interest has been paid, or, if no interest has been paid, from the Dated Date
of this Bond (specified above) , until said principal sum has been paid or
until payment thereof has been duly provided for on the first days of
and in each year, commencing . The principal hereof
and the redemption premium, if any, are payable to the registered owner or his
duly authorized attorney, upon presentation and surrender hereof, accompanied
by an assignment duly executed by the registered owner or his duly authorized
attorney in such form and with signature guarantee satisfactory to the Paying
Agent, at the designated office of (the "Paying Agent") , in
or at the office designated for such payment of
any successor thereto. [ INSERT INTEREST PAYMENT PROVISIONS ESTABLISHED BY THE
SERIES RESOLUTION FOR THE SERIES 1988 BONDS] . The principal of, redemption
premium, if any, and interest on this Bond shall be paid in any coin or
currency of the United States of America which, at the time of payment, is
legal tender for the payment of public and private debts.
This Bond is one of a Series of Bonds issued in an aggregate
principal amount of $ , each of like tenor (except as to
principal amount, Maturity Date, Interest Rate, provision for redemption, Bond
Number and CUSIP number) , designated "City of Miami Beach, Florida, Parking
Revenue Bonds, Series 1988" (the "Series 1988 Bonds") , issued by said City for
the purpose of (a) refunding and defeasing all of the City of Miami Beach,
Florida Parking Revenue Bonds (Series 1984) , (b) paying all or a part of the
Cost of acquiring, equipping and/or improving Automobile Parking Facilities
for the City's Parking System, (c) funding the Reserve Account (as defined in
the hereinafter referred to Resolution) , and (d) paying the Initial Credit
Enhancement Charges and Issuance Expenses relating to the Series 1988 Bonds.
The Series 1988 Bonds are issued pursuant to Resolutions No. and
of the City Commission of said City (the "Commission") , both passed
and adopted on , 19 and , 19 (collectively, 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 Series 1988 Bonds, under the conditions, limitations and
restrictions, and for the purposes set forth in the Resolution. The Series
1988 Bonds together with such Additional Bonds are hereinafter referred to as
the "Bonds. "
The Bonds and the principal of, redemption premium, if any, and
interest thereon are payable solely from (1) the Pledged Revenues, consisting
of the Revenues derived by the City from the operation of its Parking System
and investment income derived by the City from certain Funds and Accounts
specified in the Resolution (hereinafter defined) subject only to the prior
payment of the Current Expenses (as defined in the Resolution) and (2) the
Pledged Funds, consisting of moneys and investments in certain Funds and
Accounts specified in the Resolution and certain income on deposit in certain
Funds created by the Resolution, all as provided, and more specifically set
forth, in the Resolution.
This Bond shall not be deemed to constitute indebtedness of the City
for which the full faith and credit of the City are pledged, and the City is
not obligated to pay this Bond or the premium, if any, or the interest hereon
except from the aforementioned sources. The issuance of this Bond shall not
directly or indirectly or contingently obligate the City to levy or to pledge
any form of taxation whatever therefor, and the registered owner of this Bond
shall have no recourse to the power of taxation.
- 19 -
.
Reference is made to the Resolution for a more complete statement of
the provisions thereof and of the rights of the City, the Trustee (as defined
in the Resolution) , the Registrar (as hereinafter defined) , the Holders of the
Bonds and the Providers of Credit Enhancement Facilities for the Bonds.
Copies of the Resolution are on file and may be inspected at the principal
office of the Trustee. By the purchase and acceptance of this Bond the
registered owner hereof signifies assent to all of the provisions of the
Resolution.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON
THE REVERSE SIDE OF THIS BOND. THOSE PROVISIONS SHALL HAVE THE SAME EFFECT
FOR ALL PURPOSES AS IF SET FORTH HERE.
[INSERT REDEMPTION AND NOTICE PROVISIONS ESTABLISHED
BY SUBSEQUENT RESOLUTION]
It is hereby certified and recited that all acts, conditions and
things required by the Constitution and laws of the State of Florida and by
the Charter of the City to happen, exist and be performed precedent to and in
the issuance of this Bond have happened, do exist and have been performed as
so required.
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 been executed by the
Trustee.
Date of Regis- CERTIFICATE OF AU- Registrable at: IN WITNESS WHEREOF,
tration and Au- THENTICATION Southeast Bank, the City of Miami
thent icat ion: N.A. , Miami, Beach, Florida has
This Bond is one of Florida caused this Bond to
the Bonds described be executed in its
in the within-men- Payable by: name and on its be-
tioned Resolution. Southeast Bank, half by the manual
N.A. , Miami, or facsimile signa-
Florida ture of its Mayor
SOUTHEAST BANK, and the facsimile of
N.A. , MIAMI, its seal to be im-
FLORIDA printed hereon, and
attested by the man-
ual or facsimile
signature of its
By: City Clerk and has
Authorized Officer caused this Bond to
be dated as set
forth above.
CITY OF MIAMI BEACH,
FLORIDA
By
Mayor
Attest:
City Clerk
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[FORM REVERSE OF BOND]
ADDITIONAL BOND PROVISIONS
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 publication thereof, shall not affect the validity of 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 security
of, 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, premium, if any, or
interest on this Bond shall be a day which is not a Business Day (as defined
in the Resolution) , then the date for such payment shall be the next
succeeding Business Day, and payment on such date shall have the same force
and effect as if made on the nominal date of payment.
This Bond is transferable as provided in the Resolution only by the
registered owner hereof or his duly authorized attorney at the designated
office of (the "Registrar") in
, upon surrender of this Bond, accompanied by an assignment
duly executed by the registered owner or his duly authorized attorney in such
form and with signature guarantee satisfactory to the Registrar. Upon such
surrender, a new fully-registered Bond of the same Series, 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 may be exchanged for Bonds of different authorized
denominations of the same Series, maturity, in the same aggregate principal
amount and bearing the same rate of interest, upon surrender hereof at the
principal corporate trust office of the Registrar at the aforesaid designated
office, together with an assignment duly executed by the registered owner
hereof or his duly authorized attorney, in such form and with signature
guarantee satisfactory to the Registrar.
Such transfers and exchanges shall be without charge to the
registered owner hereof, but any taxes or other governmental charges required
to be paid with respect thereto shall be paid by the registered owner hereof
as a condition precedent to the exercise of such privilege.
[ INSERT PROVISIONS ESTABLISHED BY THE SERIES RESOLUTION FOR THE
SERIES 1988 BONDS LIMITING TRANSFERS AND EXCHANGES] .
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 the purpose of receiving payment of, or on account of, the
principal of, redemption premium, if any, and interest due hereon, and for all
other purposes; and neither the City, the Registrar, the Paying 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 any Event of Default under the Resolution, or
to institute, appear in or defend any suit or other proceeding with respect
thereto, except as provided in the Resolution.
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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 may be accelerated and declared due and payable before
its stated maturity, together with the interest accrued hereon.
Amendments to the Resolution or of any resolution supplemental
thereto may be made only to the extent and in the circumstances permitted by
the Resolution.
The Resolution preempts to Providers of Credit Enhancement Facilities
for the Bonds certain rights and powers to consent to certain amendments to
the Resolution and to direct the exercise of remedies by the Trustee upon the
occurrence of an Event of Default (as defined in the Resolution) .
Subject to the provisions for the registration of Bonds 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 within
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 shall govern its construction.
CERTIFICATE OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and trans-
fers unto (insert Social Security or
Federal Employer Identification Number of Transferee: ) the
within Bond, and all rights thereunder, 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 of Registered Owner
Signature Guaranteed by: NOTICE: No transfer will be registered
and no new Bonds will be issued in the
name of the Transferee unless the sig-
nature to this assignment corresponds
(Member firm of the New York with the name as it appears upon the
Stock Exchange or a commercial face of the within Bond in every par-
bank or a trust company) ticular, without alteration or enlarge-
ment or any change whatever and the
By: Social Security, or Federal Employer
Title: Identification Number of the Transferee
is supplied.
SECTION 13 . Pledged Revenues and Pledged Funds.
A. Pledge. From and after the issuance of the Series 1988 Bonds,
all Pledged Revenues and Pledged Funds are hereby pledged for the payment of
the principal of, redemption premium, if any, and interest on the Bonds. The
moneys and investments in the Surplus Fund, other than the income derived from
said investments (which is included in Revenues) and in any Rebate Fund 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 aforementioned sources. The issuance of the Bonds shall not directly
or indirectly or contingently obligate the City 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.
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The aforementioned pledge shall not inhibit the sale or disposition
of the Parking System in accordance with this Resolution and shall not impair
or restrict the ability of the City to invest in securities and other forms of
investment, subject to the provisions of this Resolution.
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
Parking System Revenue Fund" (the "Revenue Fund") , into which the City shall
deposit all Revenues as received.
The money in the Revenue Fund shall be used by the City in the
following order of priority:
1 . To pay the Current Expenses as the same become due;
2. For monthly transfer to the Current Debt Service Account of
the Debt Service Fund, in equal (or nearly as possible
equal) monthly installments, in amounts sufficient to
accumulate in the Debt Service Fund, on or before each
interest and/or principal payment date, a sum equal to the
principal of, redemption premium, if any, and interest due
on the Bonds on such date; debt service payments which are
due annually shall be funded over twelve (12) months, debt
service payments due semi-annually shall be funded over six
(6) months and so forth;
3 . For transfer to the Reserve Account of the Debt Service
Fund amounts sufficient to ensure that the Reserve Account
will be funded in accordance with the requirements of
Section 13.C. of this Resolution;
4. For monthly transfer to the Renewal and Replacement Fund to
reduce or eliminate any deficit therein as provided in
Section 13.D. ;
5. For the payment of Payment Obligations, if any then due,
according to the priorities established by Section 17.H.
hereof; and
6. Any moneys remaining in the Revenue Fund at the termination
of each Fiscal Year shall be transferred to the Surplus
Fund as of the first (1st) day of the next Fiscal Year.
C. Debt Service Fund. There is hereby created and there shall be
held and maintained by the Trustee (the "Trustee") a separate fund to be known
as the "City of Miami Beach Parking System Debt Service Fund" (the "Debt
Service Fund") .
There shall be created, held and maintained by the Trustee in the Debt Service
Fund a separate account which shall be designated the "Current Debt Service
Account. " There shall be paid into the Current Debt Service Account,
simultaneously with the issuance of the Bonds of each Series, all accrued
interest received from the Original Purchaser of the Bonds of such Series.
From the amounts in the Revenue Fund remaining after paying Current Expenses
then due and payable, there shall be transferred to the Current Debt Service
Account in each month, the amounts specified in Section 13.B. 2. , above.
There shall be created, held and maintained by the Trustee in
the Debt Service Fund a separate account which shall be designated the
"Reserve Account. " Moneys shall be deposited monthly in the Reserve Account
until the sum therein is equal to the highest future annual principal and
interest requirements of all Outstanding Bonds, but in no event in excess of
any limitations dictated by the Code. Prior to the sale of each Series of
Bonds, at the option of the Commission, as determined by the Series Resolution
for such Series of Bonds:
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( i) The Reserve Account shall be fully funded on the date
of issuance of the Bonds, or
( ii) Sums shall be accumulated therein in equal monthly
installments sufficient to ensure that the Reserve
Account will be fully funded within thirty-six (36)
months after the date of issuance of such Series of
Bonds.
The moneys in the Reserve Account shall be retained and
used only for the payment of principal of, redemption
premium, if any, and interest on any Outstanding Bonds
becoming due at any time when there would be an Event of
Default if moneys were not so used. Any payments made from
the Reserve Account to prevent an Event of Default shall be
promptly reimbursed from the Revenues thereafter received
and not required for the payment of Current Expenses and
not required from the making of the payments then currently
required to be made into the Current Debt Service Account.
Notwithstanding the foregoing provisions, in lieu of or in
substitution for all or any portion of the moneys and
investments at any time required to be on deposit in the
Reserve Account, the City may cause to be deposited into
the Reserve Account a Reserve Account Surety Bond or a
Reserve Account Letter of Credit (for the benefit of the
Holders of the Bonds) having a draw limit which, when added
to moneys and investments in the Reserve Account, will be
equal to the amount of moneys and investments which would
otherwise have been required to be on deposit in the
Reserve Account.
The Reserve Account Surety Bond 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 the City
pursuant to this Resolution and available for such purpose.
If a disbursement is made under the Reserve Account Surety
Bond or the Reserve Account Letter of Credit, the City
shall be obligated either to reinstate the limits of such
Reserve Account Surety Bond 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 foregoing provisions hereof, funds in the amount
of the disbursement made under such Reserve Account Surety
Bond or Reserve Account Letter of Credit, or a combination
of such alternatives.
If in any month the Pledged Revenues of the System shall be
insufficient to permit the paying into the Current Debt Service Account or the
Reserve Account of the Debt Service Fund of the full amount herein required to
be made into each such Account in such month, the deficiency shall be remedied
from the first Pledged Revenues available for such purpose in the succeeding
month or months. It shall be the duty of the Trustee, not later than the date
on which principal cf , premium, if any, or interest on any of the Bonds is
payable to transfer from the Current Debt Service Account to the Paying Agent
a sum sufficient to pay the debt service on the Bonds which is due on such
date; and if the amounts in the Current Debt Service Account are not
sufficient for such purpose, to transfer amounts in the Reserve Account to the
Paying Agent to the extent needed to pay such debt service.
D. Renewal and Replacement Fund. There is hereby created, and
there shall be held and maintained by the City in 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" (the
"Renewal and Replacement Fund") . There shall be deposited in the Renewal and
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Replacement Fund on the date the Series 1988 Bonds are issued amountthen on
deposit in the Renewal and Replacement Fund previously held under Resolution
No. 84-17654, which amount shall herein be called the "opening balance. " The
"funding level" for the Renewal and Replacement Fund is $1 ,500,000. The
amount by which the opening balance is less than the funding level shall
constitute an initial deficit. Additional deficits may also occur as a result
of the use of moneys therein for the purposes for which the Renewal and
Replacement Fund is created. Commencing in the first month following the
creation of the initial deficit or any additional deficit, and for the next
thirty-five (35) consecutive months thereafter, the City shall , in thirty-six
(36) equal (or nearly as possible equal) monthly payments, eliminate each such
deficit by making transfers described in Section 13 .B. 1 . hereof. After all
deficits which may exist in the making of the required payments into the
Current Debt Service Account, Reserve Account and the Renewal and Replacement
Fund have been remedied, the City may transfer additional amounts to the
Renewal and Replacement Fund whenever and to the extent it deems desirable.
Amounts in the Renewal and Replacement Fund are to be used to pay the cost of
major renewals, replacements or repairs to the Parking System, the cost of
which would not be properly classified as a normal maintenance and operation
expenditure, which amounts shall he applied by the City for such purposes.
E. Surplus Fund. There is hereby created, and there shall be held
and maintained by the City in 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" (the "Surplus Fund") . At the termination
of each of the City 's Fiscal Years, after the payments above required have
been transferred to the Debt Service Fund, Reserve Account and Renewal and
Replacement Fund, and after all deficits which 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 remaining in the Revenue Fund
shall be transferred to the Surplus Fund. During the first fifteen ( 15) days
of each Fiscal Year, the City may, pursuant to a resolution which may be
adopted by the Commission, transfer moneys from the Surplus Fund to any other
fund of the City. Moneys in the Surplus Fund, which are not transferred out
of the Surplus Fund within the aforesaid fifteen (15) day period shall only be
used for any lawful purpose of the Parking System and said 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 Parking Department Director approving
the making of the payment, and in cases where the requisition is for the
payment for the purchase of real estate, the requisition shall also be
accompanied by a legal opinion by the City Attorney certifying that the City
either has obtained, or will obtain simultaneously with the making of the
payment, good and marketable title to any real estate purchased with such
moneys.
F. The Trustee. By subsequent resolution, the City shall duly
appoint a Trustee to perform 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 Current Debt. Service Account and the Reserve Account of the
Debt Service Fund 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 Outstanding Bonds.
All moneys held by the Trustee in the Debt Service Fund in
excess of the amount guaranteed by the Federal Deposit Insurance Corporation
or invested as permitted by this Resolution 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 and 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.
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SECTION 14. Use of Proceeds of Series 1988 Bonds; Construction
Fund. The Series 1988 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 one or more resolutions to be adopted by the Commission. The
Series 1988 Bonds so sold shall be prepared and executed as soon as may be
practical after sale and shall be thereupon delivered to the purchasers
thereof upon payment in accordance with the terms of sale. The proceeds of
sale of any Series 1988 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 of the Debt
Service Fund and the Reserve Account shall be in all respects subject to the
requirements of Section 13 hereof.
A special fund designated "City of Miami Beach Parking System --
Series 1988 Bonds Construction Fund" (the "Construction Fund") is hereby
created for the Series 1988 Project and shall be maintained by the City in one
or more banks, each such bank to have a reported capital and surplus of not
less than $100,000,000. Moneys shall be paid out of such Construction Fund to
pay Costs of the Series 1988 Project 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 by the Parking Department
Director approving the making of the payment, and, in cases where the
requisition is for the payment for the purchase of real estate, the
requisition shall also be accompanied by a legal opinion by the City Attorney
certifying that the City either has obtained, or will obtain simultaneously
with the making of the payment, good and marketable title to the real estate
so purchased.
After the completion of the Series 1988 Project herein
authorized, any remaining balance of proceeds of the Series 1988 Bonds in the
Construction Fund and any accumulated investment earnings therein shall be
deposited into the Debt Service Fund and used solely to pay principal of,
redemption premium, if any, and interest on the Series 1988 Bonds or to
purchase outstanding Series 1988 Bonds.
The registered owners of the Series 1988 Bonds issued hereunder
shall have no responsibility for the use of the proceeds of the Series 1988
Bonds, and the use of such Series 1988 Bond proceeds by the City shall in no
way affect the rights of such registered owners.
SECTION 15. Investments. The moneys the Revenue Fund, the
Construction Fund, the Renewal and Replacement Fund and the Surplus Fund shall
be invested and reinvested by the Finance Director and the moneys in the
Current Debt Service Account and Reserve Account of the Debt Service Fund
shall be invested and reinvested by the Trustee at the direction of the
Finance Director as described below, all as shall be subject to applicable
law.
Moneys in the Current Debt Service Account and Reserve Account of the
Debt Service Fund shall be invested only in Permitted Investments.
Moneys in the Revenue Fund, any Construction Fund, any Rebate
Fund the Renewal and Replacement Fund and the Surplus Fund shall be invested
only 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) Federal Securities and Government Obligations;
( 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
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•
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, certifi-
cates 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 of "plus" or "minus" within such category) by both
Moody's Investors Service, Inc. or any successors thereto and
Standard & Poor's Corporation or any successors thereto;
(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 of "plus" or "minus" 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 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 reporting to, 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.
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 for the credit of the respective Funds or Account are
anticipated to be required for the purposes stipulated herein. Investments
purchased for the credit of the aforementioned Funds or Accounts shall be
deemed at all times to be a part of said Funds or Accounts. 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 and Renewal and Replacement
Fund shall first be applied to restore any deficiencies in the Reserve
Account. Thereafter, investment income earned on the investment of moneys in
the Revenue Fund, Debt Service Fund, Reserve Account and Renewal and
Replacement Fund shall be maintained in or transferred to the Revenue Fund.
Investment income earned on the investment of moneys in the Construction Fund
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 investments so
purchased whenever it shall be necessary, in the sole judgment of the Finance
Director or Trustee, as applicable, to do so in order to provide moneys to
meet any payment or transfer from any such Funds or Account. Investments held
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in the Revenue Fund, the Debt Service Fund, the Reserve Account, the
Construction Fund, the Renewal and Replacement Fund and the Surplus Fund shall
be valued annually as of the end of each Fiscal Year at the then-current fair
market value (within the meaning of the Code) thereof. The Finance Director
and Trustee shall not be liable or responsible for any depreciation in the
value of any such investments or for any loss resulting from the sale thereof.
SECTION 16. Management of Parking System. It is recognized and
understood that in purchasing and accepting delivery of the Bonds, the
purchasers thereof have relied, and the registered owners of the Bonds from
time to time will rely, upon representations made by the City that the Parking
System will be economically and efficiently operated under the supervision of
skilled traffic managers as herein provided, so that both the City and the
registered owners of the Bonds may benefit through the production of maximum
Revenues. To this end, the City hereby covenants and agrees to employ at all
times a Parking Department Director for the Parking System who shall have
knowledge and experience in the operation of parking facilities and in the
handling and analysis of vehicular traffic. Such Parking Department Director
shall prepare a comprehensive report within one hundred twenty (120) days
after the close of each Fiscal Year, which report shall contain, or be
accompanied by, a certified copy of an audit of the preceding Fiscal Year's
business, prepared by an Accountant, and in addition thereto, shall report
upon the operations of the Parking System during such preceding Fiscal Year,
the maintenance of the Parking System, the adherence to budget and budgetary
control provisions, the adherence to all the provisions of this Resolution,
and all other things having a bearing upon the efficiency and profitable
operation of the Parking System, and shall include whatever criticism of any
phase of the operation of the Parking System the manager may deem proper, and
such recommendation as to changes in operation and the making of repairs,
renewals, replacements, extensions, betterments and improvements as the
Parking Department Director may deem proper. Copies of such report shall be
placed on file with the City Clerk and with the Trustee and the Registrar and
shall be open to inspection by any registered owner of Bonds.
Not less than seventy-five (75) days prior to the beginning of
each Fiscal Year, the City covenants that it will cause the Parking Department
Director to prepare and submit to the Commission a proposed budget for the
Parking System covering the anticipated Revenues and balances in the 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; the proposed budget shall be prepared in a form to be submitted to the
Commission.
SECTION 17. Covenants. The City covenants and agrees with the regis-
tered owners of the Bonds that, so long as any of such Bonds remain Outstand-
ing and unpaid as to either principal or interest:
A. Operation, Maintenance and Repair. The City will maintain the
Parking System in good repair and working order and will operate it
efficiently and will faithfully and punctually perform all duties with
reference to the Parking System required by the laws of the State of Florida,
including the setting of sufficient rates and charges for the use of the
Parking System, and the collection thereof, and the segregation and
application of the Revenues of the Parking System in the manner provided in
this Resolution.
B. Rate Covenant. The City will fix and collect rates and charges
for the use of the Parking 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 of (i) the Current Expenses for such Fiscal
Year, plus (ii) one hundred thirty-five (135%) percent of the interest,
redemption premium, if any, and principal requirements of all Bonds for such
period, plus (iii) the amounts required to be deposited into the Reserve
Account in the Debt Service Fund.
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If, in any such Fiscal Year, 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 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.B. have not been
satisfied, then within forty-five (45) days of the receipt of the audit report
for such Fiscal Year, the City shall employ a Parking Consultant to review and
analyze the financial status and the administration and operation of the
Parking System, to inspect the properties constituting the Parking System, and
to submit to the City, within sixty (60) days thereafter, a written report on
the same , which report may contain recommendations as to revisions of the
rates and as to charges in methods of operation of the Parking System that
will result in producing the amount so required during that Fiscal Year.
Promptly upon its receipt of the recommendations, the 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 interests of
the Holders of the Bonds, the City and its citizens. A copy of the Parking
Consultant 's report shall , upon receipt of said report, be sent to all
Providers.
In the event that the City fails to take the action as required
by the second and third paragraphs of this Section 17.B. , the Trustee may, and
upon request of any Provider or of the Holders of not less than twenty-five
percent (25%) in principal amount of all Bonds Outstanding, 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 the provisions of the second and third
paragraphs of this Section 17.B. and, in addition, there is no Event of
Default with respect to any payments of principal of or interest due on any
Bonds, the Trustee, notwithstanding the provisions of this paragraph or
Section 23 hereof, shall not institute or prosecute any such actions or
proceedings as are described in this paragraph or Section 23 hereof.
C. No Free Parking. The City will not permit free parking or
service to be supplied by the Parking System to any Person, except that (i)
the City's municipal officers, board and committee members and employees may
use such facilities of the Parking System free of charge only while on
official City business, (ii) the City may establish the hours during which
meter charges shall be applicable and inapplicable, and ( iii) the City may
permit free parking during hours when the volume of parking business does not
justify the expense of collecting parking charges.
D. Books and Audit. The City will cause to be kept proper books of
record and account covering the operation of the Parking System. The City
will cause such books to be audited annually by an Accountant and will
annually, within one hundred twenty (120) days after the close of each Fiscal
Year, file with the Trustee and the Registrar a copy of such report
accompanied by a letter of such Accountant showing in reasonable detail the
Revenues and expenditures of the Parking System for such Fiscal Year and the
amounts held by the Trustee.
E. Insurance. The City will maintain and carry, in respect of the
Parking System, adequate public liability and property damage insurance. Such
insurance may be carried by the City of Miami Beach Self Insurance Fund to the
extent that such coverage may adequately be covered by such fund as certified
by the Insurance Consultant. The City may elect to self-insure such coverage
and maintain adequate reserves for loss. Such reserves must be reviewed and a
statement as to the adequacy of the funding must be given by an enrolled
actuary employed at the expense of the City. The proceeds of any insurance
payment or condemnation award with respect to the Parking System shall be
deposited to the credit of the Revenue Fund.
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F. Sale, Lease and Disposition.
1 . Except as provided herein, the City will not sell, lease or
in any manner dispose of the Parking System or any
substantial part thereof until all of the Bonds have been
paid in full as to principal, redemption premium, if any,
and interest.
2. Any part or parts of the Parking System (other than the
City streets, and the privilege to park thereon) may be
leased to or managed by private operators under such
provisions designed to assure the return of an adequate
income therefrom as may be considered advisable by the
Commission, and the City may also lease metered parking
lots during hours when the meter charge is not applicable;
provided that the provisions of Section 18 hereof are
complied with. All rentals and other consideration
received by the City by reason of such lease or leases
shall be regarded as Revenues for all purposes of this
Resolution.
3 . If the City determines that any real property or structure
constituting a part of the Parking System has become
inadequate, unsuitable or unnecessary to the operation of
the Parking System, the City shall have the right to
demolish or remove such property and may sell or otherwise
dispose of all or a part of the same or designate the same
as Excluded Facilities by an amendment hereto adopted
pursuant to Section 19 or Section 20 hereof; provided,
however, that the ability of the City thereafter to comply
with the rate covenant and current coverage test set forth
in Section 17.B. hereof will not be impaired. The ability
of the City to comply with said rate covenant shall be
certified in writing (i) by the Finance Director if the
Revenues generated from said property is equal to or less
than two percent (2%) of the Pledged Revenues or (ii) by
the Parking Consultant if the Revenues generated from said
property is greater than two percent (2%) of the Pledged
Revenues. Any proceeds of disposition or sale shall be
deposited in the Revenue Fund.
G. Additional Bonds.
1 . Holders of the Bonds shall be secured by a first priority
lien on the Pledged Revenues and Pledged Funds,
notwithstanding the fact that any of the Series of Bonds
may be delivered at an earlier date than any other of the
Series of Bonds. The City will issue no debt obligations
of any kind or nature payable from or enjoying a lien on
the Pledged Revenues or Pledged Funds having priority over
or on a parity with any of the foregoing priority claims;
provided, however, that Additional Bonds may hereafter be
issued on a parity with the Series 1988 Bonds herein
authorized under the following conditions:
2. Any Series 1988 Bonds herein authorized and any Additional
Bonds may be Refunded by Additional Bonds (hercin called
"Refunding Bonds") and the Refunding Bonds so issued shall
enjoy complete equality of lien with any previously
Outstanding Bonds which are not Refunded and defeased;
provided that such Refunding Bonds are issued in compliance
with subsection G. 3 . below; further provided, however, that
if (I) in the case of a refunding of all Outstanding Bonds,
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, or
s
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,
(II) in the case of a partial refunding, the sum of ( i) the
debt service on any OutstandingBonds which are not being
refunded and (ii) the debt service on the Refunding Bonds
is less than the sum of (x) the debt service on the
Outstanding Bonds which are not being refunded and (y) the
debt service on the Outstanding Bonds which are being
refunded, then, in either case, compliance with subsection
5 G. 3 . (d) and G. 3. (f) below, shall not be required.
3 . Additional Bonds (herein called "New Money Bonds") may be
issued on a parity with the Series 1988 Bonds for the
purpose of paying the cost of any Project, but before such
Additional Bonds shall be delivered by the Registrar, there
shall be filed with the City Manager the following:
(a) A copy, certified by the City Clerk, of the resolution
authorizing the issuance of such Additional Bonds;
(b) A copy, certified by the City Clerk, of the Series
Resolution for such Series of Additional Bonds;
(c) A copy, certified by the City Clerk, of the resolution
adopted by the Commission awarding such Additional
Bonds, specifying the interest rate or rates for such
Additional Bonds, or the initial interest rate if such
Additional Bonds bear interest at a Variable Rate and
directing the delivery of such Additional Bonds to or
upon the order of the purchasers therein named upon
payment of the purchase price therein set forth;
(d) A certificate of the Finance Director demonstrating
that the percentage derived by dividing the Pledged
Revenues for the last Fiscal Year for which the
financial statements of the Parking System were
reported upon by the Accountant, adjusted as
hereinafter permitted, by the maximum future annual
principal and interest requirements on the Bonds
Outstanding, including the future annual Principal and
interest requirements, with respect to the Additional
Bonds then to be delivered, is not less than one
hundred fifty per centum (150%) ; in determining
whether to execute and deliver the certificate, if the
fees and other charges for the use of the Parking
System shall have been revised and such fees and other
charges shall have gone into effect prior to the
issuance of such Additional Bonds, the amount of the
Pledged Revenues which would have been realized during
the Fiscal Year (had such revised rates and charge
gone into effect on the first (1st) day of such Fiscal
Year) may be used in said certificate in lieu of
actual historical Pledged Revenues; and
(e) An opinion of the City Attorney and/or Bond Counsel
stating that the signer is of the opinion that the
issuance of such Additional Bonds has been duly
authorized and that all conditions precedent to the
delivery of such Additional Bonds have been fulfilled;
and
(f) ( i) A certificate of the Finance Director to the
effect that there is no deficiency in the payments
required to be made in the various Funds and Accounts
as provided in Section 13 hereof, and ( ii) all Payment
Obligations must be fully paid, unless all Providers
to whom any such Payment Obligations are owed
expressly waive the requirement of this clause ( ii) .
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4. The proceedings authorizing the issuance of 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 if necessary so that the
amount in the Reserve Account shall not be less than the
maximum future annual principal and interest requirement
for the then-current or any future Fiscal Year of all Bonds
which will be Outstanding immediately following the
issuance of said Additional Bonds, but in no event in
excess of any limitations set forth in the Code. At the
option of the City, as determined by the Series Resolution
for such Additional Bonds, any 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 may be accumulated in equal
monthly installments within thirty-six (36) months after
the date on which the Project to be provided is 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 Surety Bond or a Reserve
Account Letter of Credit for the benefit of the Holders of
the Bonds under which funds will be available in an amount
equal to the amount of money which would otherwise have
been required to have been deposited into the Reserve
Account.
5. Said proceedings shall require that the proceeds of the
Additional Bonds must be used solely for paying the Cost of
the Project or for Refunding, or for both such purposes,
and all Initial Credit Enhancement Charges and Issuance
Expenses incident to the issuance of such Additional Bonds.
6. If any Series of Additional Bonds is issued for both of the
purposes stated in paragraph 1 and paragraph 2 above, the
debt service thereon shall be allocated between the
"Refunding Bond" portion and the "New Money Bond" portion
in a reasonable manner approved by Bond Counsel and each
such portion shall be treated as a separate Series of
Additional Bonds under the tests set forth in paragraphs 1
and 2, above.
7. When the documents mentioned in this Section 17.G. 3 . shall
have been filed with the City Manager and when the Addi-
tional Bonds described in the resolutions mentioned in this
Section 17.G. shall have been executed and authenticated as
required by this Resolution, the Registrar shall deliver
such Additional Bonds at one time to, or upon the order of
the Original Purchaser thereof, but only upon payment to
the City of the purchase price of such Additional Bonds.
The Finance Director shall be entitled to rely upon such
resolutions as to all matters stated therein.
H. Liens of Providers.
1 . Providers of Letters of Credit or Surety Bonds (other than
Providers of Reserve Account Letters of Credit and Reserve
Account Surety Bonds) shall have a second priority lien on
the Pledged Revenues and Pledged Funds and shall enjoy a
complete parity of lien thereon for the payment of Payment
Obligations arising under the Credit Agreements under which
the same were issued.
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2. Providers of Reserve Account Letters of Credit and
Providers of Reserve Account Surety Bonds shall have a
third priority lien on the Pledged Revenues and Pledged
Funds and shall enjoy a complete parity of lien thereon for
the payment of Payment Obligations arising under the Credit
Agreements under which the same were issued.
I. Resolution Constitutes a Contract. 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. Fidelity Bonds. The City, in operating the Parking System, will
require all of its officials and employees who may be in a position of
authority or in possession of any moneys derived from the operation of the
Parking System, to obtain, or be covered by a blanket fidelity or faithful
performance bond, or independent fidelity bonds written by a responsible
indemnity company in amounts fully adequate to protect the City from loss.
SECTION 18. Tax Covenants. The City covenants that it will
restrict the use of the proceeds of each Series of the Bonds and other amounts
deemed, under the Code, to be "gross proceeds" of such Series of the Bonds in
such manner and to such extent, if any, as may be necessary so that such
Series of Bonds will not constitute "private activity bonds" under Section 141
of the Code or "arbitrage bonds" under Section 148 of the Code. The Mayor,
the City Clerk, the Finance Director or any other official or employee of the
City having responsibility for the issuance of such Series of Bonds, or any
one or more of the foregoing officers, shall give an appropriate Tax
Compliance Certificate of the City, for inclusion in the transcript of
proceedings for such Series of Bonds, setting forth (A) the reasonable
expectations of the City regarding the amount and use of the proceeds of such
Series of Bonds, the facts, circumstances and estimates on which they are
based, and other facts and circumstances relevant to the tax treatment of
interest on such Series of Bonds and (B) such representations, warranties and
covenants as may be required by Bond Counsel to evidence or achieve compliance
with the applicable provisions of the Code (which representations, warranties
and covenants are hereby expressly authorized) .
The City covenants that it (a) shall take or cause to be taken such
actions which may be required of it for the interest on such Series of Bonds
to be and remain excluded from the gross income of the Holders thereof for
federal income tax purposes, and (b) will not take or permit to be taken any
actions which would adversely affect that exclusion, and that it, or Persons
acting for it, will , among other acts of compliance:
( i) Apply the proceeds of such Series of Bonds to the governmental
purpose of the borrowing;
(ii) Restrict the yield on investment property acquired with those
proceeds;
( iii) Make timely rebate payments to the federal government;
(iv) Maintain books and records and make calculations and reports;
and
(v) Refrain from certain uses of proceeds, all in such manner and to
the extent necessary to assure such exclusion of that interest
under the Code.
The Finance Director and other appropriate officials and employees of the City
are hereby authorized and directed to take such actions, make such
calculations (or cause the same to be made) and to make such rebate payments,
and file such reports, returns and certifications as may be necessary to
assure such exclusion of that interest.
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The Finance Director (A) shall establish such procedures as he, after
consulting with Bond Counsel or an Accountant, or both, deems necessary to
comply with the rebate provisions contained in Section 148(f) of the Code and
shall thereafter revise and modify such procedures, as needed, to facilitate
such compliance and (B) may establish a Rebate Fund for any Series of Bonds.
The City shall, when structuring any issue of a Series of Bonds which
involves Bonds having a Variable Rate or Bonds having any liquidity facility,
consult with Bond Counsel (or special tax counsel) for such Series so as not
to structure the same in a manner which may have an adverse effect on the
federal income tax status of any Bonds of such Series on account of a
transaction under such structure which may be deemed to be a "reissuance" (as
that term is used by the Internal Revenue Service and Bond Counsel) .
The provisions of this Section shall not apply to any Series of Bonds
which are Taxable Bonds.
SECTION 19. Amendments Without Consent.
A. The Commission may, by Supplemental Resolution, amend this
Resolution or any Supplemental Resolution, without the consent of any of the
Holders of any Outstanding Bonds or Providers, so long as such amendment does
not have a material adverse effect on the interests of such Holders or the
interests of such Providers. Such amendments shall include, but are not
limited to, amendments:
(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 be granted to or 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 or in
any Supplemental Resolution, additional conditions, limitations
and restrictions thereafter to be observed; provided that such
additional conditions, limitations and restrictions do not
impair the security for the Outstanding Bonds; or
(d) To add to the covenants and agreements of the City contained in
this Resolution or in any Supplemental Resolution, additional
covenants and agreements thereafter to be observed by the City
or to surrender any right or power herein reserved to or
conferred upon the City; provided that such additional covenants
and agreements and the surrendering of any such right or power
do not impair the security for the Outstanding Bonds; or
(e) To comply with the provisions of Sections 2. and 17.G. hereof,
or
(f) To permit the qualification of this Resolution or any
Supplemental Resolution under any federal securities law now or
hereafter in effect or under any state Blue Sky law, and, in
connection therewith, if the City so determines, to add to this
Resolution or any Supplemental Resolution such other terms,
conditions and provisions as may be permitted or required by
such federal securities law or state Blue Sky law; or
(g) To permit the Trustee to comply with any obligations imposed
upon it by law; or
(h) To add administrative provisions pertaining to the payment of
Payment Obligations; or
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( i) To specify further the duties and responsibilities of, and to
define further the relationship among, the Trustee, the
Registrar, the Paying Agent and any Co-Paying Agents; or
(j ) To achieve compliance with any applicable federal securities law
or tax law or to achieve compliance with any state Blue Sky Law;
or
(k) To make necessary or advisable amendments or additions in
connection with the issuance of Bonds so long as such Series of
Bonds is issued in accordance herewith; or
(1) To permit the Trustee to comply with any requirements pertaining
to the purchase of securities of the United States Treasury
( including, without limitation, SLGs) , in order to fund any
Escrow Account; or
(m) To designate as Excluded Facilities any Automobile Parking
Facilities which were formerly included in the System and which,
during the most recent Fiscal Year for which audited financial
statements are available, were operated at a loss; or
(n) To designate as Excluded Facilities:
(i) Any property not formerly constituting Automobile Parking
Facilities so long as (A) none of the capital costs or
expenses of operation and maintenance of such property are
to be paid, directly or indirectly, from Bonds, or Revenues
or Pledged Funds and (B) the property is so located or is
to be so operated as not, in the opinion of the Parking
Consultant, to provide competition to the Parking System to
an extent which will have a material adverse effect on
Revenues; or
( ii) Any Additional Automobile Parking Facilities which may be
designated as such pursuant to Section 17.F. 2. hereof.
(o) To remove from the "Excluded Facilities" classification (and
thereby include in the Parking System) any Automobile Parking
Facilities which, during the most recent Fiscal Year for which
audited financial statements are available, was operated at a
profit.
(p) To provide for the issuance of debt which is secured by the
Pledged Revenues and Pledged Funds on a basis subordinated to
the Bonds and Payment Obligations.
(q) To provide such other changes which, in the opinion of the City,
the Trustee and all Providers, are not materially adverse to the
interests of the Holders of the Bonds, the Trustee or the
Providers.
B. Not less than thirty (30) days prior to the effective date of
any amendment described in this Section 19, the Issuer shall mail by certified
or registered mail, a copy thereof to each Holder of Bonds which are not
Credit Enhanced and to each Provider. If after such mailing, and prior to the
effective date of such amendment, any such Holder or Provider notifies the
Issuer, in writing (or by telephone, promptly confirmed in writing) that such
Holder or Provider is of the opinion that such amendment has a material
adverse effect on such Holder or Provider, then such amendment shall not
become effective under this Section 19 unless: ( i) said Holder or Provider
consents thereto in writing; or ( ii) the City files a petition or complaint in
the Circuit Court in and for Dade County, Florida seeking a declaratory
judgment that such amendment is permitted under Section 19. 1 hereof and naming
such Holder or Provider as a party defendant and either (i) the City obtains a
final judgment favorable to the City (which is not subject to appeal or is not
appealed during the period for taking appeals; or ( ii) such Holder or Provider
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has been served in such action (or if such Holder or Provider is not subject
to service of process in such action, the City has within five (5) days
following the filing of such action shall have mailed a copy of the petition
or complaint in said action to such Holder or Provider by registered or
certified mail, return receipt requested) and such Holder or Provider shall
have failed to appear in such action as a party defendant and consented to the
jurisdiction of said court.
SECTION 20. Amendments With Consent.
A. Any amendment hereto or to any Supplemental Resolution which is
not described in Section 19 or paragraph B below, shall only become effective
if and when approved by the registered owners of a majority in Outstanding
aggregate principal amount of each Series of Bonds (not including in any case
any Bonds which may then be held or owned by or for the account of the City)
which may suffer a material adverse effect on account of such amendment.
Notwithstanding the foregoing, the Provider of any Credit Enhancement Facility
for a Series of Bonds (other than a Provider who has provided only a Reserve
Account Credit Enhancement Facility) shall, in lieu of the registered owners
of the Bonds of such Series, be entitled to approve or refuse to approve such
amendment on behalf of such Series; provided that such Provider is not in
default under the terms of the Credit Enhancement Facility issued by it for
such Series. In addition, if at the time any amendment is to become
effective, there is on deposit to the credit of the Reserve Account any
Reserve Account Credit Enhancement Facility, then no such amendment may become
effective without the prior written approval of such Provider; provided that
such Provider is not in default under the terms of any such Reserve Account
Credit Enhancement Facility. No amendment which impairs the priority of any
Provider shall become effective without the prior written consent of such
Provider. Supplemental Resolutions may be adopted which provide for
amendments, described in this Section 20, which will become effective
immediately or which will become effective on a future date certain or on a
future date on which Bonds (which were Outstanding when the Supplemental
Resolution was adopted) will cease to be Outstanding. No Bond shall be deemed
to be adversely affected by any amendment or be entitled to consent to such
amendment unless such Bond is Outstanding when the Supplemental Resolution
providing for such amendment is adopted and also when the amendment becomes
effective.
B. No amendment may be made to this Resolution or to any
Supplemental Resolution without the consent of the Holder of any Bond (whether
or not such Bond is Outstanding) which is to be modified or amended in such
manner as:
(a) To make any change in the maturity of such Bond;
(b) To make any change in the rate of interest borne by such Bond;
(c) To reduce the amount of the principal of or redemption premium,
if any, on such Bond;
(d) To modify the time and manner of payment of principal of,
redemption premium, if any, or interest on such Bond or impose any conditions
with respect to such payment;
(e) To affect the rights of the registered owner of such Bond to
transfer or exchange the same: or
(f) If such Bond is Outstanding, create a lien superior to the lien
of such Bond upon the Pledged Revenues and Pledged Funds.
C. The Commission may adopt a Supplemental Resolution making
amendments provided for in this Section with the effectiveness of such
amendment being subject to the subsequent obtaining of the required consents
and approvals. In that case, the amendment shall become effective as
hereinafter provided. Whenever the City shall propose to amend this
Resolution or any Supplemental Resolution under the provisions of this
.
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of interest thereon (without the need for reinvestment of either principal or
interest) together with uninvested cash in the Escrow Fund will be sufficient
to make timely payment of the principal, interest, and redemption premiums, if
any, on such Bonds to its maturity date or to their earlier redemption date,
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. However, if any such Bonds are to be redeemed
prior to maturity, the redemption date shall be irrevocably established and
provisions for the timely giving of notice of redemption, satisfactory to the
Trustee, must be made.
Notwithstanding anything herein to the contrary, the requirement of
the City to rebate any amounts due to the United States of America pursuant to
Section 148(f) of the Code shall survive the payment or provision for payment
of the principal, interest, and redemption premiums, if any, with respect to
such Bonds.
SECTION 23. Events of Default and Remedies.
A. Each of the following events is hereby declared to be an "Event
of Default" :
1. 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;
2. Payment of the interest on any of the Bonds is not made
when the same is due and payable;
3 . The City becomes insolvent or the subject of insolvency
proceedings; or
4. The City is unable, or admits in writing its inability, to
pay its debts as they mature; or
5. The City makes a general assignment for the benefit of
creditors or to an agent authorized to liquidate any
substantial amount of its property; or
6. The City files a petition or other pleading seeking
reorganization, composition, readjustment, or liquidation
of any of its assets, or similar relief; or
7. The City applies to a court for the appointment of a
receiver for it or for the whole or any part of the Parking
System; or
8. A receiver or liquidator is appointed for it or for the
whole or any part of the Parking System and the City either
(A) consents to such appointment or (B) fails to have such
receiver discharged within ninety (90) consecutive days
after his appointment; or
9. The City becomes the subject of an "order for relief"
within the meaning of the United States Bankruptcy Code; or
10. A creditor's petition is filed seeking liquidation,
reorganization, composition, readjustment or liquidation of
any of the City's assets, or similar relief, or to effect a
plan or other arrangement with creditors, and the City
either (A) files an answer admitting the material
allegations thereof, or (B) fails to have such petition
dismissed within sixty (60) consecutive days after the same
is filed against the City;
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11 . The City defaults in the due and punctual performance of
any other of the covenants, conditions, agreements and
provisions contained in the Bonds or in this Resolution or
in any Series Resolution or under any Credit Agreement, and
such default continues for thirty (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 thirty (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 thirty (30) day
period for so long as the City pursues such curative action
with reasonable diligence.
B. Subject to paragraph N of this Section 23 , 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 twenty-five percent (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, and upon such declaration
the same shall become and be immediately due and payable, anything (except for
Section 23 .N. ) contained in the Bonds or in this Resolution to the contrary
notwithstanding. If the conditions identified in clauses 1 . , 2. and 3 . below,
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 cases the Trustee
may, and upon the written request of the Holders of not less than twenty-five
percent (25%) in aggregate 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 impair any right consequent thereon, such clauses referred to
above being as follows:
1 . Money sufficient to pay the principal of all 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,
2. 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
3 . 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,
but only from the Pledged Revenues and Pledged Funds in its custody, forthwith
an amount that is sufficient, together with the Pledged Revenues and Pledged
Funds in the custody of the Trustee to pay such Bonds in full and interest
accrued thereon, and an amount that is sufficient, together with all other
funds available therefor, to pay all other Fiduciary Charges incurred or to be
incurred under this Resolution.
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C. Subject to paragraph N of this Section 23 , 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. Subject to paragraph N of this Section 23 , 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 twenty-five percent (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. Subject to paragraph N of this Section 23, anything else in this
Resolution to the contrary notwithstanding, if at any time the moneys
(including proceeds of investments) in the Debt Service Fund are 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 their
maturities under the provisions of this Section 23) , such moneys, together
with any moneys constituting Pledged Revenues and Pledged Funds which are then
available or which thereafter become 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 (other than
interest on overdrawn principal) in the order of the
maturity of the installments thereof, and next to the
payment of 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 the order
of their due dates;
Third: If the principal of all Bonds has become due and
payable at maturity, redemption or otherwise, first to
the payment of all installments of interest then due on
Bonds (other than interest on overdrawn principal) , in
the order of maturity of the installments thereof and
next to the payment of interest at the respective rates
specified in the Bonds on principal (other than
principal which is overdue by virtue of such
declaration of acceleration), and next to the payment
of the principal of the Bonds which have become due
(other than by acceleration) in order of their due
dates; next to the payment of interest on overdue
principal which is overdu3 by virtue of acceleration
and next to the payment of principal on Bonds which
have become due by virtue of acceleration (without
regard to the stated maturities thereof) ;
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, then
(subject to the provisions of Paragraph "Third" of
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
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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
23.E. shall, within each priority, 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
within each priority, the amount to be paid in respect of principal or
interest, as the case may be, on each Bond within such priority 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 within such priority
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 within such
priority.
After all payments due Holders of Bonds have been fully paid,
remaining moneys, if any, derived from Pledged Revenues and Pledged Funds,
shall be used to pay Payment Obligations according to the priorities specified
in Section 17.H. hereof.
Whenever moneys are to be applied by the Trustee pursuant to the
provisions of this Section:
(a) Such moneys shall be 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 moneys which
are available for such application and the likelihood of
additional moneys becoming available for such application in the
future,
(b) The deposit of such moneys with the Paying Agent or otherwise
setting aside such moneys as provided herein, in trust for the
proper purpose shall constitute proper application of such
moneys 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 proceedings initiated or undertaken by the Trustee or
Holders of any Bonds (or Providers) on account of any Event of Default are
discontinued or abandoned for any reason, then and in every such case, the
City, the Trustee and all Holders of any Bonds (and Providers) 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
proceedings had been initiated or undertaken.
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G. Subject to paragraph N of this Section 23 , anything else 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 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
proceeding in equity 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 proceeding in its or
his 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 twenty percent (20%) in aggregate principal amount of
Bonds then Outstanding may, subject to paragraph N. of this Section 23 ,
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
(or Providers) 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 herein provided, that all
proceedings at law or in equity shall be instituted, had and maintained in the
manner herein provided and for the benefit of all Holders of Outstanding Bonds
and that any individual rights of action or other right given to one or more
of such Holders by law are restricted by this 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 necessity of
joining as plaintiffs or defendants any Holders 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 or Providers 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. No delay or omission by the
Trustee or of any Holder of any Bond or Provider in the exercise of any right
or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver of any such default or any acquiescence
therein, and every power or remedy given by this Resolution to the Trustee and
to the Holders of any Bonds or Providers may be exercised from time to time
and as often as may be deemed expedient.
K. Subject to paragraph N. of this Section 23 , the Trustee may, and
upon written request of the Holders of not less than twenty-five percent (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 or proceeding instituted 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
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shall extend to or affect any 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 thirty (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. The Trustee shall also mail notice to all
Providers.
M. Nothing in this 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, such Bond or the obligation of the City to pay the principal of
and interest on such Bond to such Holder at the time and place specified in
said Bond. Nothing herein shall affect or impair the right of any Provider to
enforce any Payment Obligation or claim for Recurring Credit Enhancement
Charges as set forth in the applicable Credit Agreement.
N. During such time as any of the Outstanding Bonds are secured by
any Credit Enhancement Facilities, anything in this Section 23 to the contrary
notwithstanding, upon the occurrence and continuance of an Event of Default,
the Provider of a Credit Enhancement Facility securing any Series of Bonds
(other than a Reserve Account Credit Enhancement Facility for Bonds
generally) , in lieu of the Holders of Bonds or such Series, shall be entitled
to take the actions described in this Section 23 . No Bonds shall be
accelerated unless all Providers of Credit Enhancement Facilities for
Outstanding Bonds (including all Providers of any Reserve Account Credit
Enhancement Facilities) have consented thereto; provided, however, that no
Provider shall be deemed a "Provider" under this paragraph N. or any other
provisions of this Section 23 requiring such Provider's consent, direction or
waiver during any period such Provider is in default with respect to its
obligations under any such Credit Enhancement Facility.
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 duly
authorized attorneys. 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 may be
proved by the verification, by any officer in any jurisdiction who by the laws
thereof has power 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 24 shall be construed as limiting
the City, the Trustee and Registrar to such proof, it being intended that the
City, the Trustee and the Registrar 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 of the same
Bond in respect of anything done by the City, the Trustee or Registrar in
pursuance of such request or consent.
Notwithstanding any of the foregoing provisions of this Section 24,
the City, the Trustee and the Registrar shall not be required to recognize any
Person as a registered owner of any Bond or to take any action at his request
unless such Bond shall be deposited with it.
- 43 -
SECTION 25. Effect of Covenants. All covenants, stipulations, obli-
gations and agreements of the City, contained in this Resolution shall be
deemed to be covenants, stipulations, 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, obligations and agreements is transferred by or in
accordance with law.
Except as otherwise provided in this Resolution, all rights, powers
and privileges conferred, and duties and liabilities imposed, upon the City by
the provisions of this Resolution shall be exercised or performed by the City
or by such other officer, board, body or commission as may be required 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, 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 , return
receipt requested:
(a) To the City, if addressed to:
The City Clerk of the City of Miami Beach
City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139;
(b) To the Registrar, if addressed to; the Registrar at the address
set forth in the resolution provided for in Section 5 hereof;
(c) To the Paying Agent, if addressed to the Paying Agent at the
address set forth in the resolution provided for in Section 2
hereof;
(d) To the Trustee, if addressed to the Trustee at the address set
forth in the resolution provided for in Section 13 ; and
(e) To any Provider, if addressed to such Provider at the address
provided by such Provider to the City, to the Trustee and to the
Paying Agent in writing.
Any such notice, demand or request may also be transmitted to the
appropriate above-mentioned party by telegraph or telephone and shall be
deemed to be properly given or made at the time of such transmission. Such
transmission of notice shall be confirmed in writing not later than one (1)
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 mail , postage prepaid, to the
other parties by the party effecting the change.
All documents received by the Finance Director, the City Clerk, or
any Fiduciary 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 or by any
Provider, and the agents and representatives thereof.
- 44 -
SECTION 27. Substitute for Mailing. If, because of the temporary or
permanent suspension of postal service, the City, the Trustee, or any other
Person shall be unable to mail any notice required to be given by the
provisions of this Resolution, the City, the Trustee, or any other Person
shall give such notice in such other manner as in its judgment shall most
effectively approximate such mailing; and the giving of such notice in such
manner shall for all purposes of this Resolution be deemed to be in compliance
with the requirement for the mailing thereof.
SECTION 28. Successorship of City Officers. In the event that the
office of any officer or official of the City who is vested with responsibil-
ity 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,
obligations and duties are imposed by law.
SECTION 29. Payments Due and Acts Required to be Done on Days Which
Are Not Business Days; Time.
(a) In any case where any payment of debt service is required to be
paid on a date which is not a Business Day, then such payment need not be made
on such date, but shall be made on the next succeeding Business Day,with the
same force and effect as if made on the date fixed for such payment, and no
interest shall accrue for the period after such date if such payment is made
on such next succeeding Business Day.
(b) In any case where any act is required or any notice is required
to be given hereunder (or under any Series Resolution or other instrument
relating to any of the Bonds, unless otherwise provided to the contrary
therein) on any day other than a Business Day, then such act shall be done or
such notice shall be given on the next succeeding Business Day, with the same
force and effect as if such act had been performed or such notice had been
given on the date required.
(c) All times for the making of any payment or the performance of
any act, as provided in this Resolution (or any Series Resolution or other
instrument relating to any of the Bonds unless otherwise provided to the
contrary therein) , shall mean the local time prevailing in the City of Miami
Beach, Florida unless some other time is expressly provided for.
SECTION 30. Headings Not Part of Resolution. Any headings preceding
the text 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 31 . City, Bondholders, Fiduciaries and Providers 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 Person, firm or corporation, other than the City,
the registered owners of Bonds issued under and secured by this Resolution,
the Fiduciaries, and the Providers, 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
any Bonds, the Fiduciaries and the Providers.
SECTION 32. 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 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
- 45 -
remaining covenants, agreements or provisions, and in no way affect the
validity of all the other provisions of this Resolution or of the Bonds issued
thereunder.
SECTION 33. Inconsistent Resolutions. All resolutions (including,
but not limited to, Resolutions No. 87-19081 , 87-19082 and 87-19083) and parts
thereof that are inconsistent with any of the provisions of this Resolution
shall no longer be in full force and effect.
SECTION 34. 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 35. Effective Date. This Resolution shall be in full force
and effect immediately upon its adoption.
PASSED AND ADOPTED this 9th day of December, 198: .
(SEAL) Alf/
mar III
Attest:
jekh,,,
FORM APPROVED
%. LEGAL DEPT.
City Clerk
By
Bond Counsel: ,� y ��
Date
%i
For `tuire, S'ders & Dempsey
STATE OF FLORIDA )
) :SS
COUNTY OF DADE )
1, Maine M. Baker , City Clerk of the City of Miami Beach, Florida
do hereby certify that the above and foregoing is a true and correct copy of
Resolution No. 88- 19468 , duly passed and adopted by the City Commission of
the City of Miami Beach, Florida, at a regular meeting duly held and convened
on the 9th day of December , 1988, 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 this 16th day of December , 1988.
Lni • ‘344,
City Clerk
(SEAL)
- 46 -
EXHIBIT A
EXCLUDED FACILITIES
The following parcel of land:
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TITLES South Pointe Park •tam • Q
ADDRESS: Government Cut & Atlantic Ocean 14,• )
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TAX FOLIO *: 421004-004
iq LEGAL DESCRIPTION: 10 54 4Z 16.87 AC wt
BEG Wr10ST COR LOT 6 BLK 4 P9 6-
77 S65 DEG E1476.52FT TO EROSION
LINE 3E1Y630.14F1 TO M/1{/L GOVT
CUT NWLT2207.25FT N 31 DEG W375.
17FT E473.67FT SElY151.63FT TO
FOB LESS BEG Wt10ST COR LOT 6
BLK 4 PB 6-77 3 24 DEG W420.43FT
N 65 DEG U261.59fT N 31 DEG 41142.
031T N 57 DEC E226.20FT E200.S8F1
SELY151.63FT TO P0IS
(viii) Any other expenditures, including, but not limited to Fiduciary
Charges and Recurring Credit Enhancement Charges, required to be
paid by the City under the provisions of this Resolution or by
law with respect to the Parking System, all in accordance with
generally accepted accounting principles;
provided, that "Current Expenses" shall not include:
(A) The principal of, the premium and interest payable on any Bonds;
(B) Any Payment Obligations;
(C) Any expenses for which (or to the extent to which) the City is
or will be paid or reimbursed from any source if such payment or
reimbursement is not includable in Revenues;
(D) Any expenditures for unusual or extraordinary repair and
maintenance items of a type not recurring annually or at longer
intervals;
(E) Capital expenditures;
(F) Deposits to reserves for extraordinary maintenance or repair;
(G) Transfers to other City Funds, or any deposits or transfers to
the credit of the Funds and Accounts created hereunder or
pursuant hereto (except as otherwise expressly provided in this
definition) ;
(H) Any allowance for amortization or depreciation (except to the
extent the City receives payment therefor or reimbursement
thereof and includes the same in Revenues) ;
(I) Any extraordinary items arising from the early extinguishment of
debt; or
(J) Any claim or judgment arising out of any capital expenditure or
any tort or any other type of claim or judgment except to the
extent the payment of the item on which such claim or judgment
is based, if paid in due course, would have been included in
"Current Expenses, " as above defined.
"Current Interest" shall mean, when used with reference to a Bond,
that the interest thereon is payable to the Holder on periodic, scheduled
Interest Payment Dates and not only at the maturity or earlier redemption
thereof.
"DTC" shall mean the Depository Trust Company, New York, New York.
"Debt Service" or "debt service" shall mean, when used with respect
to any Bonds, the principal thereof and the interest and premium, if any,
thereon.
"Debt Service Fund" shall mean the Debt Service Fund created by
Section 13 .C. hereof.
"Escrow Account" or "Escrow Fund" shall mean an account or fund held
for the benefit of Holders of Refunded Bonds or Refunded Series 1984 Bonds by
an Escrow Agent under an Escrow Deposit Agreement.
"Escrow Agent" shall mean a bank or trust company, either within or
without the State of Florida, which is designated as Escrow Agent in an Escrow
Deposit Agreement.
"Escrow Deposit Agreement" shall mean an agreement by and between the
City and an Escrow Agent, pursuant to which funds shall be held, invested and
applied by the Escrow Agent as provided in such agreement.
- 5 -
"Escrow Deposit Agreement for the Refunded Series 1984 Bonds" shall
mean the Escrow Deposit Agreement established to defease the Refunded Series
1984 Bonds.
"Event of Default" shall mean an Event of Default described in Sec-
tion 23.A. hereof.
"Excluded Facilities" shall mean, initially, those Automobile Parking
Facilities consisting of the land described in Exhibit A hereto and any and
all Automobile Parking Facilities located thereon or appurtenant thereto and
shall from time to time (i) include any Automobile Parking Facilities desig-
nated by an amendment to this Resolution as being part of the Excluded
Facilities, as provided in Section 17.F. 3. , Section 19(m) and Section 19(n)
hereof and (ii) exclude any Automobile Parking Facilities which by an amend-
ment to this Resolution are designated as being removed from the "Excluded
Property" classification, as provided in Section 19(o) hereof.
"Federal Securities" shall mean (i) direct obligations of the United
States of America and obligations the timely payment of principal of and
interest on which is fully guaranteed by the United States of America
(ii) obligations described in clause (i) of this definition which have been
stripped by the United States Treasury itself, and (iii) evidences of
proportionate interest or principal payments on obligations specified in
clause (i) 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 any claim of any other Person against
the custodian.
"Fiduciary" or "Fiduciaries" shall mean any Person serving as
Trustee, Co-Trustee, Registrar, Paying Agent or Co-Paying Agent hereunder or
as an Escrow Agent.
"Fiduciary Charges" means fees, charges and other amounts payable to
any Fiduciary pursuant to the provisions of any agreement between the City and
such Fiduciary for services rendered pursuant hereto and any such amounts
payable with respect to services rendered pursuant to any Escrow Deposit
Agreement executed pursuant hereto other than those which constitute Issuance
Expenses.
"Finance Director" shall mean the Finance Director of the City or the
officer succeeding to his principal functions.
"Fiscal Year" shall mean the Fiscal Year of the City, being (on the
date hereof) the period commencing on the first (1st) day of October of a
calendar year and ending on the last day of September of the following
calendar year, as the same may be changed from time to time pursuant to law.
"Government Obligations" shall mean (i) obligations described in
clauses (i) and (ii) of the definition of Federal Securities which are not
subject to redemption prior to maturity (except at the option of the holder)
and (ii) Pre-refunded Municipal Obligations.
"Holder" and "Bondholder" shall mean the registered owner (or his
duly authorized attorney) of any Bond.
"Initial Credit Enhancement Charges" shall mean and include any
premium, commitment fee or other issuance charge payable by the City, to any
Provider for the issuance of any Credit Enhancement Facility relating to any
Bonds, at the time of the initial issuance of such Bonds, together with any
fees and expenses relating thereto, including, but not limited to, the legal
fees and expenses of legal counsel to such Provider, which the City is
required to pay or for whichit is required to reimburse the Provider, but
shall not include any Payment Obligations or Recurring Credit Enhancement
Charges.
- 6 -
"Insurance Consultant" shall mean a person or firm retained by the
City which is qualified to survey risks and to recommend insurance coverage
for facilities and services provided by the Parking System (and organizations
engaged in like operations) and having a favorable reputation for skill and
experience in such surveys and recommendations, and in the case of an indi-
vidual, shall not be an official or employee of the City, and in the case of a
firm, shall not have a partner, member, director, officer, or employee who is
an official or employee of the City, but who may be an insurance broker or
insurance agent with whom the City transacts business.
"Insurance Policy" shall mean a municipal bond insurance policy
issued by an Insurer with respect to any of the Bonds, which insures the
payment of the principal of and interest on such Bonds as such payments become
due (other than by reason of optional redemption or acceleration of the
maturity of principal) but which shall be unpaid by reason of nonpayment by
the City and under which the Insurer becomes subrogated to the Holders ' rights
on account of such payments, but has no other recourse against the City.
"Insurer" shall mean a company which has issued an Insurance Policy
with respect to any Bonds.
"Interest" or "interest" shall mean the interest on the specified
Bonds; in the case of Capital Appreciation Bonds, the interest component
included in the face amount thereof at maturity (and the appreciated principal
amount or accreted value thereof at redemption) shall be deemed to constitute
principal (except that for purposes of any limitation on the "principal
amount" of Bonds of any Series which may be authorized hereby or pursuant
hereto, the "principal amount" thereof shall be the stated face amount thereof
at maturity reduced by any original issue discount so as to exclude the
accrued interest component which is included in the stated face value at
maturity) .
"Interest Payment Date" shall mean, when used with reference to any
Bonds, the dates on which interest is stated to be due thereon, and any date
on which interest becomes due thereon on account of the early redemption
thereof or on account of the happening of an event which, under the terms of
such Bonds, requires a payment of interest to be made thereon.
"Issuance Expenses" shall mean, when used with reference to any
Series of Bonds, all costs and expenses payable by the City incidental to the
issuance of the Bonds of such Series and, if such Series of Bonds are
Refunding Bonds, the term shall include the costs and expenses of providing
for the refunding and defeasance of the Series 1984 Bonds or other Refunded
Bonds (as the case may be) to be refunded and defeased, and shall include, but
not be limited to, fees and expenses of consultants, advisors, and counsel and
Bond Counsel to the City, costs and expenses of printing such Bonds and
disclosure documents relating thereto, fees of bond rating agencies, charges
for CUSIP numbers, charges of DTC and other securities depositories, closing
costs (including all legally permitted costs of travel, food and lodging of
officials and employees of the City incurred in connection with attending any
closing or preclosing or any meeting relating to the issuance of such Bonds) ,
any costs incurred in connection with the sale of such Series of Bonds,
including costs incurred in any public or negotiated sale thereof, and
placement fees, costs of compliance with the securities laws of any state in
which Bonds of such Series are to be offered and sold, the initial and
acceptance fees and expenses of any Fiduciaries involved in the financing, and
other similar expenses; provided that the term shall not include (i) any
underwriter's discount which is taken into account in the sale price to the
Original Purchaser (or any costs and expenses paid by the Original Purchaser
and which are not to be reimbursed by the City) or ( ii) any Initial Credit
Enhancement Charges.
"Letter of Credit" shall mean an irrevocable, unconditional letter of
credit (which may be either a "standby" letter of credit or a "direct pay"
letter of credit) under which funds may be drawn for the purpose of making
payments of principal of and interest on any Bond or Bonds and which is issued
by a banking association, bank or trust company, or branch thereof, whose
- 7 -
letters of credit, when issued to pay principal and interest on municipal
obligations, result in such municipal obligations being rated in one of the
two highest rating categories (without regard to gradations of "plus" and
"minus" within each such rating category) by both Moody's Investors Service,
Inc. and Standard & Poor's Corporation.
"Mayor" shall mean the Mayor or Vice Mayor of the City, their
designee or the officer succeeding to their principal functions.
"Mayor's Certificate" shall mean a certificate, executed by the Mayor
in connection with the sale of Bonds establishing any terms of such Bonds or
terms of sale thereof or other matters with respect to which the Mayor has
been delegated authority by Resolution of the Commission.
"Moody's Investors Service, Inc. " shall mean the nationally
recognized rating agency by that name and any successor to the rating business
thereof which issues ratings on municipal obligations.
"Original Purchaser" shall mean, as to any Series of Bonds, the
Person or Persons identified in the Bond Purchase Agreement relating thereto
as the purchaser or purchasers of such Bonds.
"Outstanding" or "outstanding" shall mean, when used with reference
to any Bonds as of the applicable time, Bonds which have been authenticated
and delivered hereunder, or which are being delivered, under this Resolution,
except:
(i) Bonds which have been paid as provided in Section 11 hereof;
(ii) Bonds which have been cancelled upon surrender, exchange or
transfer pursuant to Section 5 hereof;
(iii) Bonds described in Section 10 hereof which have been called for
redemption;
(iv) Bonds, the payment of all principal of, interest and premium (if
any) on which has been provided for pursuant to Section 22
hereof;
(v) Bonds which have become due and are deemed to have been paid and
discharged pursuant to the provisions of this Resolution;
(vi) Bonds, in lieu of which replacement Bonds have been
authenticated and issued pursuant to Section 7 hereof; and
(vii) Bonds of any Series which, under the terms of the Series
Resolution under which such Series of Bonds are issued, are not
deemed to be Outstanding.
"Parking Consultant" shall mean any Person, other than the City or
any official or employee of the City, which is generally recognized as being
competent and qualified to make economic and economic feasibility studies
pertaining to facilities for the parking of automobiles and other motor
vehicles.
"Parking Department Director" shall mean the City's Parking
Department Director or the employee of the City succeeding to his principal
functions.
"Parking System" shall mean all Automobile Parking Facilities other
than Excluded Facilities.
"Parking System Facilities" shall mean any Automobile Parking
Facilities of the Parking System.
"Paying Agent" shall mean the bank or trust company which is serving
as Trustee and, where the context so requires, shall include any Co-Paying
Agent.
- 8 -
"Payment Obligation" shall mean an obligation of the City arising
under a Credit Agreement (1) to reimburse any Provider for amounts advanced by
such Provider under a Credit Enhancement Facility (other than an Insurance
Policy) which are used (A) to pay any principal of, premium on, or interest on
any Bond or Bonds, or (B) to purchase any Bond or Bonds for cancellation, or
(C) to purchase any Bond or Bonds for remarketing, and (2) to pay interest on
any such advances.
"Permitted Investments" shall mean ( 1) direct obligations of
( including obligations issued or held in book entry form on the books of) the
Department of Treasury of the United States of America; (2) obligations of any
of the following federal agencies which obligations represent full faith and
credit of the United States of America, including: Export-Import Bank, Farmers
Home Administration, General Services Administration, U. S. Maritime
Administration, Small Business Administration, Government National Mortgage
Association (GNMA) , U. S. Department of Housing & Urban Development, Federal
Housing Administration; (3) bonds, notes or other evidences of indebtedness
rated "AAA" by Standard & Poor's Corporation and "Aaa" by Moody 's Investor
Services issued by the Federal National Mortgage Association or the Federal
Home Loan Mortgage Corporation with remaining maturities not exceeding three
years; (4) U. S. dollar denominated deposit accounts, federal funds and
banker 's acceptances with domestic commercial banks which have a rating on
their short-term certificates of deposit on the date of purchase of "A-1" or
"A-1+" by Standard & Poor's and "P-1" by Moody's and maturing no more than 360
days after the date of purchase. (Ratings on holding companies are not
considered as the rating of the bank) ; (5) commercial paper which is rated at
the time of purchase in the single highest classification, "A-1+" by Standard
& Poor's and "P-i" by Moody's Investor Services and which matures not more
than 270 days after the date of purchase; (6) Investments in a money market
fund rated "AAAm" or "AAAm-G" or better by Standard & Poor's Corporation;
(7) Investment agreements approved in writing by all Providers [supported by
appropriate opinions of counsel] ; (8) other forms of Investments approved in
writing by all Providers; and (9) Pre-refunded Municipal Obligations.
"Person" shall mean any individual , firm, partnership, corporation,
public body, or other legal entity.
"Pledged Funds" shall mean and include the moneys and investments in
the Revenue Fund, the Current Debt Service Account of the Debt Service Fund,
the Reserve Account of the Debt Service Fund, each Construction Fund (and
investment income therein) and the Renewal and Replacement Fund, unless
otherwise provided in this Resolution, and with respect to each Construction
Fund and the Renewal and Replacement Fund, pending application of moneys
therein for the purposes for which such Funds are created, but shall exclude
moneys and investments in the Surplus Fund and in any Rebate Fund.
"Pledged Revenues" shall mean the Revenues, subject only to the prior
payment of Current Expenses.
"Predecessor" shall mean, when used with reference to any particular
Bond, every prior Bond evidencing all or a portion of the same debt as that
evidenced by the particular Bond. For the purposes of this definition, any
Bond authenticated and delivered under Section 5, 6 or 7 hereof shall, except
as otherwise provided in Section 7 hereof, be deemed to evidence the same debt
as the Bond it is issued to replace.
"Pre-refunded Municipal Obligations" shall mean any bonds or other
obligations of any state of the United States of America or of any agency,
instrumentality or local governmental unit of any such state which are not
callable at the option of the obligor prior to maturity or as to which
irrevocable instructions have been given by the obligor to call on the date
specified in the notice; and (A) which are rated, based on the escrow, in the
highest rating category of Standard & Poor's Corporation and Moody's Investor
Service, Inc. or any successors thereto; or (B)(i) which are fully secured as
to principal and interest and redemption premium, if any, by a fund consisting
only of cash or obligations described in clauses (i) and (ii) of the
definition of Federal Securities, which fund may be applied only to the
payment of such principal of and interest and redemption premium, if any, on
- 9 -
such bonds or other obligations on the maturity date or dates thereof or the
specified redemption date or dates pursuant to such irrevocable instructions,
as appropriate, and (ii) which fund is sufficient, as verified by a nationally
recognized independent certified public accountant, to pay principal of and
interest and redemption premium, if any, on the bonds or other obligations
described in this paragraph on the maturity date or dates thereof or on the
redemption date or dates specified in the irrevocable instructions referred to
above, as appropriate.
"Project" shall mean Automobile Parking Facilities (other than
Excluded Facilities) the cost of the acquisition, construction, reconstruc-
tion, alteration, expansion, modification or equipping of which shall be paid
with proceeds of any Series of Bonds; the particular items which shall com-
prise any Project need not be identified at the time any such Series of Bonds
is issued.
"Provider" shall mean any issuer of a Letter of Credit, Reserve
Account Letter of Credit, Surety Bond, Reserve Account Surety Bond or
Insurance Policy.
"Rebate Fund" shall mean any Fund established, as permitted by this
Resolution, by the Finance Director with respect to any Series of Bonds, into
which Revenues may be deposited to fund the City's estimated accrued, but
unpaid, liability under Section 148(f) of the Code to make payments to the
United States of America with respect to such Series of Bonds.
"Recurring Credit Enhancement Charges" shall mean and include (1) all
charges payable by the City to any Provider under any Credit Agreement to
renew or extend the term of any Credit Enhancement Facility, (2) all charges
of the type described in the definition of "Initial Credit Enhancement
Charges" relating to the replacement of any Credit Enhancement Facility for
any outstanding Bonds with a new Credit Enhancement Facility, and (3) any
other fees, charges or amounts the City is required to pay to any Provider
(other than Initial Credit Enhancement Charges) under any Credit Agreement,
including, but not limited to, draw fees, transaction fees, termination fees,
annual fees, expenses of such Provider which the City is required to pay or
for which it is required to reimburse such Provider, and any payments the City
is required to make to indemnify any such Provider for any costs or expenses
incurred by it or any loss suffered by it in connection with a Credit
Enhancement Facility or the Bonds, but shall not include any Payment
Obligations.
"Refunded" shall mean, when used with respect to any Bonds, that such
Bonds have been refunded and defeased under Section 22 hereof.
"Refunding Bonds" shall mean any Series of Additional Bonds issued at
any time under the provisions of Section 17.G. 1. hereof or the portion of a
Series of Bonds which, under Section 17.G.3. hereof, are deemed to be a
separate issue of Bonds for purposes of Section 17.G. 1 . hereof.
"Register" shall mean, when used with respect to any Series of Bonds,
the registration books, maintained by the Registrar for such Series, upon
which the ownership and transfer of Bonds of such Series are reflected.
"Registrar" shall mean, when used with respect to any Series of
Bonds, the bank, trust company, or transfer agent designated as the Registrar
for such Series in the Series Resolution therefor.
"Regular Record Date" shall mean the fifteenth (15th) day (whether or
not a Business Day) of the month immediately preceding any scheduled Interest
Payment Date; provided that with respect to any Series of Bonds the Commission
may, in the Series Resolution therefor, establish a different Regular Record
Date.
"Renewal and Replacement Fund" shall mean the Renewal and Replacement
Fund created by Section 13.D. of this Resolution.
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"Reserve Account" shall mean the Reserve Account of the Debt Service
Fund created by Section 13 .C. 3 . of this Resolution.
"Reserve Account Credit Enhancement Facility" shall mean any Reserve
Account Surety Bond or Reserve Account Letter of Credit.
"Reserve Account Letter of Credit" shall mean a "standby" Letter of
Credit, held for the credit of the Reserve Account, in lieu of or in
substitution for cash or investments, under which amounts are to be drawn (in
lieu of withdrawing cash from the Reserve Account) to pay debt service on
Bonds.
"Reserve Account Surety Bond" shall mean a "standby" Surety Bond held
for the credit of the Reserve Account in lieu of or in partial substitution
for cash or investments, under which amounts are to be drawn (in lieu of
withdrawing cash from the Reserve Account) to pay debt service on any Bonds.
"Revenue Fund" shall mean the Revenue Fund created by Section 13.B.
of this Resolution.
"Revenues" shall mean and include 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 sup-
pliable by the City to users of the Parking System, and all rents received by
the City from the rental of space comprising any part of the Parking System,
including receipts from concessionaires, income derived from investments in
the Revenue Fund, the Current Debt Service Account of the Debt Service Fund,
the Reserve Account of the Debt Service Fund and the Renewal and Replacement
Fund, to the extent set forth in this Resolution, and the income derived from
the investment of moneys in the Surplus Fund, but shall exclude income derived
from the investment of moneys in any Construction Fund or Rebate Fund.
"Serial Bond" shall mean a Bond that is not a "Term Bond" as defined
herein.
"Series 1984 Bonds" shall mean the City's Parking Revenue Bonds
(Series 1984) .
"Series 1988 Bonds" shall mean the City's Parking Revenue Bonds,
Series 1988, which are authorized by Section 2 hereof.
"Series 1988 Project" means the Project (whether the Automobile
Parking Facilities comprising the same are currently identified or to be
subsequently identified) upon which proceeds of the Series 1988 Bonds are
actually expended.
"Series Resolution" shall mean a resolution, supplemental hereto
authorizing the issuance of one or more Series of Bonds and shall include any
Award Resolution and any Mayor's Certificate relating thereto.
"Standard & Poor's Corporation" shall mean the nationally recognized
rating agency by that name and any successor to the rating business thereof
which issues ratings on municipal obligations.
"State" shall mean the State of Florida.
"Supplemental Resolution shall mean any resolution supplemental or
amendatory hereto or to any other Supplemental Resolution, and shall include
any Series Resolution or Award Resolution.
"Surety Bond" shall mean a Surety Bond or other comparable financial
commitment under which funds are to be paid to the Trustee or to the Paying
Agent or to a Co-Paying Agent for the purpose of making payments of principal
and interest on any Bond or Bonds and which is issued by an insurance company
or other surety whose surety bonds, when issued to secure the payment of
principal and interest on municipal obligations, results in such municipal
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obligations being rated in one of the two highest rating categories (without
regard to gradations of "plus" and "minus" within each such category) by both
Moody's Investors Service, Inc. and Standard & Poor's Corporation.
"Surplus Fund" shall mean the Surplus Fund created by Section 13.E.
of this Resolution.
"Taxable Bonds" shall mean Bonds which state on their face that the
interest income thereon is (or may be) included in the gross income of the
Holder for federal income tax purposes.
"Tax Compliance Certificate" means a certificate, in form and
substance satisfactory to Bond Counsel, to be executed, in connection with any
Series of Bonds (which are intended to be "tax exempt obligations, " as defined
in the Code) , by such officials and employees of the City as shall be
designated by the Series Resolution for such Series, in which the City shall
make representations and covenants as to the use of gross proceeds of such
Series of Bonds and as to other matters relevant to the federal income tax
status of the interest thereon.
"Term Bond" shall mean a Bond which, at the time of issuance, is part
of a maturity which is subject to scheduled mandatory redemptions, in part,
prior to such maturity.
"Trustee" shall mean the bank or trust company to be named as Trustee
in a Supplemental Resolution of the Commission, and its successors in trust
hereunder which shall serve as Trustee pursuant to Section 13.F. hereof.
"Value" shall mean and be determined as of the end of each month,
means that the value of any investments shall be calculated as follows:
(a) As to investments the bid and asked prices of which are
published on a regular basis in The Wall Street Journal (or, if
not there, then in The New York Times) : The average of the bid
and asked prices for such investments so published on or most
recently prior to such time of determination;
(b) As to investments the bid and asked prices of which are not
published on a regular basis in The Wall Street Journal or The
New York Times: The average bid price at such time of
determination for such investments by any two nationally
recognized government securities dealers (selected by the
Trustee in its absolute discretion) at the time making a market
in such investments or the bid price published by a nationally
recognized pricing service;
(c) As to certificates of deposit and bankers acceptances: the face
amount thereof, plus accrued interest; and
(d) As to any investment not specified above: the value thereof
established by prior agreement between the Issuer, the Trustee
and AMBAC Indemnity Corporation.
"Variable Rate" shall mean, when used with respect to any Bonds,
Bonds having an interest rate which is subject to future change so that at the
date any calculation of interest thereon is required to be made hereunder, the
interest payable at any future time which is relevant to such calculation is
not known. For the following purposes, the interest on Variable Rate Bonds
shall be calculated as follows:
(i) If, as of the date of any calculation, any Outstanding Bond is a
Variable Rate Bond, or if any Additional Bond to be issued is a
Variable Rate Bond, then for purposes of calculation, the
following rules shall apply:
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(A) At the time of establishing a budget and rates and charges
for any Fiscal Year for the purpose of the rate covenant
current coverage test of Section 17.B. hereof, the rate of
interest on any outstanding Variable Rate Bond shall be
deemed to be the highest interest rate borne by such Bond
at any time during the preceding twenty-four (24) months
(or such shorter period as such Bond has been outstanding) .
(B) For purposes of determining whether Additional Bonds may be
issued under the coverage test of Section 17.G. 2(a) hereof,
the rate of interest on any then Outstanding Variable Rate
Bond shall be deemed to be the greater of (a) the highest
rate of interest borne by such Bond during the "Base Year"
(as defined in (iv) below) , or (b) the "Assumed Interest
Rate" (as defined in (iii) below) ; and
(ii) For purposes of determining whether any Additional Bonds having
a Variable Rate may be issued, the rate of interest on each
proposed Variable Rate Bond shall be deemed to be the greater of
(a) the initial interest rate at which such Additional Bond is
to be issued, or (b) the "Assumed Interest Rate" (as defined in
(iii) below) .
(iii) The term "Assumed Interest Rate" shall mean:
(a) In the case of Bonds which are not Taxable Bonds, one hun-
dred fifty (150) basis points above the Bond Buyer 20 Bond
Index; and
(b) In the case of Bonds which are Taxable Bonds, one hundred
fifty (150) basis points over the thirty (30) year Treasury
Bond Rate, as reported, in either case, in the Bond Buyer
as being the rate which was in effect as of the last day of
the month immediately preceding the sale of such Additional
Bonds.
(iv) The Term "Base Year" means the Fiscal Year used hereunder for
determining whether Additional Bonds may be issued.
B. Rules of Construction. Words of the masculine gender shall be
deemed and construed to include correlative words of the feminine and neuter
genders. Unless the context shall otherwise indicate, the words "Bond, "
"Bondholder, " "owner, " "holder" and "person" shall include the plural as well
as the singular number, the word "person" shall mean any individual,
corporation, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or government or any agency or political
subdivision thereof, and the word "owner" or "holder" or "bondholder" when
used with respect to Bonds issued hereunder shall mean the registered owner of
Bonds at the time issued and outstanding hereunder.
Any reference herein to the City, the Commission, the Mayor, the City
Manager, or to any other officials or employees of the City or to other public
boards, commissions, departments, institutions, agencies, bodies, entities or
officers thereof, shall include those who or which succeed to their functions,
duties or responsibilities pursuant to or by operation of law or who are
lawfully performing their functions. Any reference to a section or provision
of the Constitution or Statutes of the State, or to a section, provision or
chapter of federal or State laws and regulations, shall include such section,
provision, chapter, laws or regulations, as amended, modified, revised,
supplemented, or superseded from time to time; provided that no such change in
the Constitution or laws or regulations shall be deemed applicable by reason
of this provision if such change would in any way constitute an impairment of
the rights of the City, any Provider, any Holder or the Trustee or would alter
the obligation of the City to pay the principal of, interest and premium, if
any, on the Bonds or to pay any Payment Obligations in the amount and manner,
at all times, and from the sources provided in the Bonds, Credit Agreements
and this Resolution, except as otherwise herein permitted.
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SECTION 2. Authorization and Description of Series 1988 Bonds.
A. There are hereby authorized to be issued Parking Revenue Bonds,
Series 1988, of the City in the aggregate principal amount not to exceed
$12,000,000 for the purpose of (a) advance refunding and def eas ing all of the
Outstanding Series 1984 Bonds, (b) paying all or part of the Cost of the
Series 1988 Project which shall consist of Automobile Parking Facilities for
the Parking System, including reimbursement to the City, for expenditures
previously made by the City for the Series 1988 Project, (c) funding the
Reserve Account, and (d) paying Initial Credit Enhancement Charges and
Issuance Expenses relating to the Series 1988 Bonds.
B. The City may also authorize and issue Additional Bonds as
provided in Section 17.G. hereof.
C. All covenants, agreements and provisions of this Resolution
shall be for the equal benefit and security of all present and future
registered owners of the Series 1988 Bonds and any Additional Bonds authorized
and issued from time to time as permitted hereby (said Series 1988 Bonds and
Additional Bonds hereafter authorized are herein collectively referred to as
the "Bonds") without preference, priority or distinction, except as otherwise
hereinafter provided, of any Bond over any other Bond by reason of priority in
the issue, sale or negotiation thereof, or otherwise.
D. The Series 1988 Bonds shall be deposited with the Trustee (as
hereinafter defined) for authentication and delivery, but before the Series
1988 Bonds shall be delivered the following shall be filed with the Trustee:
(1 . ) A copy, certified by the City Clerk to be a true and
correct copy, of this Resolution;
(2. i) A copy, certified by the City Clerk to be a true and
correct copy, of the Award Resolution for the Series 1988
Bonds (and any Mayor's Certificate provided for therein) ,
which shall:
(a) Authorize the execution of an Escrow Deposit Agreement
for the Refunded Series 1984 Bonds by and between the
City and a bank or trust company designated as Escrow
Agent (the "Escrow Agent for the Refunded Series 1984
Bonds") in said Agreement;
(b) Provide for the disposition of moneys held under the
1984 Resolution;
(c) Award the 1988 Bonds to the Original Purchaser thereof
and direct the delivery of the Series 1988 Bonds to or
upon the order of the Original Purchaser named in said
Award Resolution upon payment of the purchase price
therein set forth, plus any accrued interest on the
1988 Bonds; and
(d) Appoint a Trustee, Registrar and Paying Agent;
3 . An executed counterpart of the Escrow Deposit Agreement for
the Refunded Series 1984 Bonds; and
4. If any Refunded Series 1984 Bonds are to be called for
redemption prior to their stated maturity dates, a copy,
certified by the City Clerk to be a true and correct copy,
of the Resolution of the Commission calling such Series
1984 Bonds for redemption.
When the documents described in paragraphs l. through 4. of this
Section have been filed with the Trustee and when the Series 1988 Bonds have
been executed and authenticated as required by this Resolution, the Trustee
shall deliver the Series 1988 Bonds to, or upon the order of, the Original
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Purchaser named in the Award Resolution referred to in (ii) above, but only
upon payment of the purchase price of said 1988 Bonds and any accrued interest
thereon. The Trustee, Registrar, Paying Agent and the Escrow Agent for the
Refunded Series 1984 Bonds shall be entitled to rely upon this Resolution and
the Resolutions referred to above as to all matters stated therein.
E. The Bonds of each Series (unless otherwise provided in the
Series Resolution therefor) shall be in the denomination of $5,000 (or in the
case of Capital Appreciation Bonds, the face amount at maturity) or any
integral multiple thereof, shall bear interest at such rate or rates, not
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, all as shall be determined by the Series Resolution for such
Series to be adopted by the Commission on or prior to the date of sale
thereof. The Bonds of each Series shall be issued in fully registered form
and shall be numbered consecutively from R-1 upward (unless otherwise provided
in the Series Resolution therefor) .
F. The principal of, redemption premium, if any, and the interest
on the Bonds of each Series (unless otherwise provided in the Series
Resolution therefor) shall be paid in any coin or currency of the United
States of America which, at the respective times of payment, is legal tender
for the payment of public and private debts. Unless otherwise provided in the
series Resolution for any Series of Bonds, the principal of and redemption
premium, if any, on the Bonds of each Series shall be payable only to the
registered owner or his duly authorized attorney at the office of a bank or
banks to be designated by the Commission by subsequent resolution as Paying
Agent for the Bonds of such Series or at the office designated for such
payment of any successor thereto. Payment of the interest on each of the
Bonds shall be made by the Paying Agent on each Interest Payment Date to the
Person appearing on the registration books of the City hereinafter provided
for as the registered owner thereof as of the close of business on the Regular
Record Date, by draft or check mailed (or if provided by the Series Resolution
therefor by wire transfer) to such registered owner at his address as it
appears on such registration books, at the close of business of the Registrar
on such Regular record Date as shall be determined by the Series Resolution
therefor.
SECTION 3. Execution of Bonds. The Bonds of each Series (unless
otherwise provided by the Series Resolution therefor) shall be executed on
behalf of the City by the manual or facsimile signature of the Mayor of the
City and attested by the manual or facsimile signature of the City Clerk, and
the seal of the City shall be impressed (or 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 Registrar 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 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. No Bond shall be secured hereby or
entitled to the benefit hereof, and no Bond shall be valid or obligatory for
any purpose, unless there shall be endorsed on such Bond a certificate of
authentication, substantially in the form prescribed in this Resolution,
executed by the Registrar, and such certificate on such Bond shall be
conclusive evidence, and the only competent evidence, that it has been duly
authenticated and delivered hereunder.
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SECTION 5. Negotiability, Registration, Transfer and Exchange. The
Bonds of each Series issued hereunder (unless otherwise provided by the
applicable Series Resolution) shall be and shall have all of the qualities and
incidents of negotiable instruments under the laws of the State of Florida,
and the Original Purchaser and each successive registered owner, in accepting
any 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 the Series Resolution for each Series of Bonds, the City shall
duly appoint a Registrar for the Bonds of such Series and there shall be kept
by the Registrar at an office designated by the Registrar with the approval of
the City, a Register for the registration of ownership and transfer of Bonds
of such Series, and the City shall appoint the Registrar as its agent to keep
such books and make such registrations of ownership and transfers under such
reasonable regulations as the City or the Registrar may prescribe; and the
Registrar shall register or transfer or cause to be registered or transferred
thereon, as herein provided, any Bonds of such Series, upon presentation
thereof at such office (subject to any limitation and requirements contained
in such Series Resolution).
Unless otherwise provided in the Series Resolution for any Series of
Bonds, the Bonds of each Series may be transferred only on the Register
therefor by the registered owner in person or by his duly authorized attorney,
and only upon surrender thereof to the Registrar therefor at the designated
office of such Registrar with an assignment, duly executed by the registered
owner thereof or his duly authorized attorney, in such form and with signature
guaranteesatisfactory to such Registrar. Upon such surrender a new fully-
registered Bond of the same Series, 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.
Unless otherwise provided in the Series Resolution for any Series of
Bonds, the Bonds of each Series may be exchanged for Bonds of different
authorized denominations of the same Series, maturity, in the same aggregate
principal amount and bearing the same rate of interest, upon surrender thereof
to the Registrar therefor at the designated office of such Registrar, together
with an assignment duly executed by the registered owner thereof or his duly
authorized attorney in such form and with signature guarantee satisfactory to
such Registrar.
Unless otherwise provided in the Series Resolution for any Series of
Bonds, such transfers or exchanges shall be without charge to the registered
owners of such Bonds, but any taxes or other governmental charges required to
be paid with respect thereto shall be paid by the registered owner requesting
such transfer or exchange as a condition precedent to the exercise of such
privilege.
The Registrar shall not be required to transfer or exchange any Bond
of any Series at such times as shall be determined by the Series Resolution
therefor.
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 Predecessor 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 Predecessor Bonds.
The person in whose name any Bond shall be registered on the Register
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 contrary; and payment of, or on account of, the principal of,
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 the liability upon such Bond to the extent of the sum or sums so
paid.
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Notwithstanding any other provisions of this Resolution, the City
may, at its option, prior to the date of issuance of any Series of Bonds,
elect to use a Book-Entry System with respect to Bonds of such Series provided
adequate records shall be kept with respect to the ownership of beneficial
interests in Bonds for which a Book-Entry System has been established 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
Bonds. The details of any Book-Entry System or other alternative system for
any Series of Bonds, as described in this paragraph, shall be set forth in the
Series Resolution for such Series of Bonds.
SECTION 6. Temporary Bonds. Until Bonds in definitive form are
ready for delivery, the City may execute, and upon its request in writing, the
Trustee shall authenticate and deliver in lieu of Bonds in definitive form and
subject to the same provisions, limitations and conditions, one or more
printed, lithographed or typewritten Bonds in temporary form, substantially of
the tenor as the definitive Bonds with appropriate omissions, variations and
insertions. Such Bond or Bonds in temporary form shall be issued in
authorized denominations. Until exchanged for Bonds in definitive form, such
Bonds in temporary form shall be entitled to the lien and benefit of this
Resolution. The City, without unreasonable delay, shall prepare, execute and
deliver to the Registrar and thereupon, upon the presentation and surrender of
the Bond or Bonds in temporary form, the Registrar shall authenticate and
deliver, in exchange therefor, a Bond or Bonds of the same Series in
definitive form in any authorized denominations, and for the same aggregate
principal amount as the Bond or Bonds in temporary form surrendered and
bearing the same maturity and rate of interest. Such exchange shall be made
by the Registrar 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 authenticated Bond of like Series and
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 City proof of his ownership thereof and satisfactory indemnity, complying
with such other reasonable regulations and conditions as the City may
prescribe and paying such expenses as the City 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 destroyed without surrender thereof. Any such replacement
Bond issued pursuant to this Section shall constitute an original, additional
contractual obligation on the part of the City, whether or not the lost,
stolen or destroyed Bond be at any time found by anyone, and such replacement
Bond shall be entitled to equal and proportionate benefits and rights as to
lien on and source and security for payment from the Pledged Revenues and
Pledged Funds, to the same extent as all other Bonds issued hereunder.
SECTION 8. Redemption of Bonds. The Bonds of each Series shall be
redeemable prior to their respective dates of maturity, at the option of the
City, in whole or in part, upon such terms and conditions as may be specified
in the Series Resolution therefor. The Bonds of each Series in denominations
greater than the minimum authorized denomination shall be deemed to be an
equivalent number of Bonds of the minimum authorized denomination. In the
event a Bond is of a denomination greater than the minimum authorized
denomination, a portion of such Bond may be redeemed, but Bonds shall be
redeemed only in the principal amount of the minimum authorized denomination
or any integral multiple thereof. The Registrar shall select the Bonds of
each Series or portions thereof to be redeemed in accordance with the terms
and provisions of this Resolution and the Series Resolution therefor.
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Upon surrender of any Bond for redemption in part only, 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, bearing
interest at the same rate, of any authorized denomination or denominations in
aggregate principal amount equal to the unredeemed portion of the Bond so
surrendered.
Whenever any Bonds shall be delivered to the Trustee for cancella-
tion, upon payment of the principal amount thereof, or for replacement,
transfer or exchange, such Bonds shall be cancelled and destroyed by the
Trustee. Counterparts of the certificate of destruction evidencing any such
destruction shall be furnished to the City.
SECTION 9. Redemption Notice. With respect to any Bonds of any
Series which are to be redeemed, a written notice of any such redemption,
either in whole or in part, shall be mailed, postage prepaid, at such time as
shall be determined by the Series Resolution therefor, to all registered
owners of Bonds to be redeemed at their addresses as they appear on the
Register for such Series, but failure so to mail such notice to any registered
owner of a Bond shall not affect the validity of the proceedings for such
redemption with respect to any other registered owner of a Bond. Each such
notice shall set forth CUSIP numbers, if any, the certificate number, the
called amounts of each certificate, date of issue, interest rate and maturity
date of the Bonds of such Series to be redeemed and shall also include the
date fixed for redemption, the redemption price to be paid and the name and
address of the Paying Agent.
SECTION 10. Effect of Calling for Redemption. On the date so
designated for redemption, notice having been mailed in the manner and under
the conditions hereinabove provided and moneys or Government Obligations or a
combination of both for payment of the redemption price being held in a
separate account or Escrow Fund, 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 to accrue on such redemption date, 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 plus interest to the
redemption date. Bonds called for redemption shall be cancelled upon the
surrender thereof.
SECTION 11. Bonds Called for Redemption or Payment Provided Therefor
Not Outstanding. Bonds for the payment of the principal or redemption price
of which, either at maturity or earlier redemption date, and for the payment
of interest on which to maturity or earlier redemption date, sufficient
moneys, or Government Obligations in such amounts, bearing interest at such
rates and maturing at such dates that the proceeds thereof and the interest
thereon will provide such moneys, or a combination of both, shall be held in a
separate escrowed account, shall not be deemed to be Outstanding under the
provisions of this Resolution.
SECTION 12. Form of 1988 Bonds. The form of the 1988 Bonds and the
certificates of authentication and transfer shall be substantially as follows:
[FORM OF FACE OF BOND]
CITY OF MIAMI BEACH, FLORIDA
PARKING REVENUE BOND
SERIES 1988
R -
Interest Rate Maturity Date Dated Date CUSIP
Registered Owner
Principal Amount ($ ) Dollars
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The City of Miami Beach, Florida, a municipality of the State of
Florida (the "City") for value received, hereby promises to pay to the
registered owner hereof (named above) , or registered assigns, on the maturity
date (specified above) , unless this Bond is earlier redeemed, the principal
amount (specified above) solely from the sources hereinafter specified, and to
pay interest thereon at the interest rate per annum (specified above) , solely
from said sources, from the most recent Interest Payment Date to which
interest has been paid, or, if no interest has been paid, from the Dated Date
of this Bond (specified above) , until said principal sum has been paid or
until payment thereof has been duly provided for on the first days of
and in each year, commencing . The principal hereof
and the redemption premium, if any, are payable to the registered owner or his
duly authorized attorney, upon presentation and surrender hereof, accompanied
by an assignment duly executed by the registered owner or his duly authorized
attorney in such form and with signature guarantee satisfactory to the Paying
Agent, at the designated office of (the "Paying Agent") , in
or at the office designated for such payment of
any successor thereto. [INSERT INTEREST PAYMENT PROVISIONS ESTABLISHED BY THE
SERIES RESOLUTION FOR THE SERIES 1988 BONDS] . The principal of, redemption
premium, if any, and interest on this Bond shall be paid in any coin or
currency of the United States of America which, at the time of payment, is
legal tender for the payment of public and private debts.
This Bond is one of a Series of Bonds issued in an aggregate
principal amount of $ , each of like tenor (except as to
principal amount, Maturity Date, Interest Rate, provision for redemption, Bond
Number and CUSIP number) , designated "City of Miami Beach, Florida, Parking
Revenue Bonds, Series 1988" (the "Series 1988 Bonds") , issued by said City for
the purpose of (a) refunding and defeasing all of the City of Miami Beach,
Florida Parking Revenue Bonds (Series 1984) , (b) paying all or a part of the
Cost of acquiring, equipping and/or improving Automobile Parking Facilities
for the City's Parking System, (c) funding the Reserve Account (as defined in
the hereinafter referred to Resolution) , and (d) paying the Initial Credit
Enhancement Charges and Issuance Expenses relating to the Series 1988 Bonds.
The Series 1988 Bonds are issued pursuant to Resolutions No. and
of the City Commission of said City (the "Commission") , both passed
and adopted on , 19 and , 19
(collectively, 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 Series 1988 Bonds, under the conditions, limitations and
restrictions, and for the purposes set forth in the Resolution. The Series
1988 Bonds together with such Additional Bonds are hereinafter referred to as
the "Bonds. "
The Bonds and the principal of, redemption premium, if any, and
interest thereon are payable solely from (1) the Pledged Revenues, consisting
of the Revenues derived by the City from the operation of its Parking System
and investment income derived by the City from certain Funds and Accounts
specified in the Resolution (hereinafter defined) subject only to the prior
payment of the Current Expenses (as defined in the Resolution) and (2) the
Pledged Funds, consisting of moneys and investments in certain Funds and
Accounts specified in the Resolution and certain income on deposit in certain
Funds created by the Resolution, all as provided, and more specifically set
forth, in the Resolution.
This Bond shall not be deemed to constitute indebtedness of the City
for which the full faith and credit of the City are pledged, and the City is
not obligated to pay this Bond or the premium, if any, or the interest hereon
except from the aforementioned sources. The issuance of this Bond shall not
directly or indirectly or contingently obligate the City to levy or to pledge
any form of taxation whatever therefor, and the registered owner of this Bond
shall have no recourse to the power of taxation.
- 19 -
Reference is made to the Resolution for a more complete statement of
the provisions thereof and of the rights of the City, the Trustee (as defined
in the Resolution) , the Registrar (as hereinafter defined) , the Holders of the
Bonds and the Providers of Credit Enhancement Facilities for the Bonds.
Copies of the Resolution are on file and may be inspected at the principal
office of the Trustee. By the purchase and acceptance of this Bond the
registered owner hereof signifies assent to all of the provisions of the
Resolution.
REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON
THE REVERSE SIDE OF THIS BOND. THOSE PROVISIONS SHALL HAVE THE SAME EFFECT
FOR ALL PURPOSES AS IF SET FORTH HERE.
[ INSERT REDEMPTION AND NOTICE PROVISIONS ESTABLISHED
BY SUBSEQUENT RESOLUTION]
It is hereby certified and recited that all acts, conditions and
things required by the Constitution and laws of the State of Florida and by
the Charter of the City to happen, exist and be performed precedent to and in
the issuance of this Bond have happened, do exist and have been performed as
so required.
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 been executed by the
Trustee.
Date of Regis- CERTIFICATE OF AU- Registrable at: IN WITNESS WHEREOF,
tration and Au- THENTICATION Southeast Bank, the City of Miami
thent icat ion: N.A. , Miami, Beach, Florida has
This Bond is one of Florida caused this Bond to
the Bonds described be executed in its
in the within-men- Payable by: name and on its be-
tioned Resolution. Southeast Bank, half by the manual
N.A. , Miami, or facsimile signa-
Florida ture of its Mayor
SOUTHEAST BANK, and the facsimile of
N.A. , MIAMI, its seal to be im-
FLORIDA printed hereon, and
attested by the man-
ual or facsimile
signature of its
By: City Clerk and has
Authorized Officer caused this Bond to
be dated as set
forth above.
CITY OF MIAMI BEACH,
FLORIDA
By
Mayor
Attest:
City Clerk
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[FORM REVERSE OF BOND]
ADDITIONAL BOND PROVISIONS
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 publication thereof, shall not affect the validity of 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 security
of, 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, premium, if any, or
interest on this Bond shall be a day which is not a Business Day (as defined
in the Resolution) , then the date for such payment shall be the next
succeeding Business Day, and payment on such date shall have the same force
and effect as if made on the nominal date of payment.
This Bond is transferable as provided in the Resolution only by the
registered owner hereof or his duly authorized attorney at the designated
office of (the "Registrar") in ,
, upon surrender of this Bond, accompanied by an assignment
duly executed by the registered owner or his duly authorized attorney in such
form and with signature guarantee satisfactory to the Registrar. Upon such
surrender, a new fully-registered Bond of the same Series, 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 may be exchanged for Bonds of different authorized
denominations of the same Series, maturity, in the same aggregate principal
amount and bearing the same rate of interest, upon surrender hereof at the
principal corporate trust office of the Registrar at the aforesaid designated
office, together with an assignment duly executed by the registered owner
hereof or his duly authorized attorney, in such form and with signature
guarantee satisfactory to the Registrar.
Such transfers and exchanges shall be without charge to the
registered owner hereof, but any taxes or other governmental charges required
to be paid with respect thereto shall be paid by the registered owner hereof
as a condition precedent to the exercise of such privilege.
[ INSERT PROVISIONS ESTABLISHED BY THE SERIES RESOLUTION FOR THE
SERIES 1988 BONDS LIMITING TRANSFERS AND EXCHANGES] .
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 the purpose of receiving payment of, or on account of, the
principal of, redemption premium, if any, and interest due hereon, and for all
other purposes; and neither the City, the Registrar, the Paying 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 any Event of Default under the Resolution, or
to institute, appear in or defend any suit or other proceeding with respect
thereto, except as provided in the Resolution.
- 21 -
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 may be accelerated and declared due and payable before
its stated maturity, together with the interest accrued hereon.
Amendments to the Resolution or of any resolution supplemental
thereto may be made only to the extent and in the circumstances permitted by
the Resolution.
The Resolution preempts to Providers of Credit Enhancement Facilities
for the Bonds certain rights and powers to consent to certain amendments to
the Resolution and to direct the exercise of remedies by the Trustee upon the
occurrence of an Event of Default (as defined in the Resolution) .
Subject to the provisions for the registration of Bonds 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 within
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 shall govern its construction.
CERTIFICATE OF TRANSFER
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and trans-
fers unto (insert Social Security or
Federal Employer Identification Number of Transferee: ) the
within Bond, and all rights thereunder, 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 of Registered Owner
Signature Guaranteed by: NOTICE: No transfer will be registered
and no new Bonds will be issued in the
name of the Transferee unless the sig-
nature to this assignment corresponds
(Member firm of the New York with the name as it appears upon the
Stock Exchange or a commercial face of the within Bond in every par-
bank or a trust company) ticular, without alteration or enlarge-
ment or any change whatever and the
By: Social Security, or Federal Employer
Title: Identification Number of the Transferee
is supplied.
SECTION 13 . Pledged Revenues and Pledged Funds.
A. Pledge. From and after the issuance of the Series 1988 Bonds,
all Pledged Revenues and Pledged Funds are hereby pledged for the payment of
the principal of, redemption premium, if any, and interest on the Bonds. The
moneys and investments in the Surplus Fund, other than the income derived from
said investments (which is included in Revenues) and in any Rebate Fund 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 aforementioned sources. The issuance of the Bonds shall not directly
or indirectly or contingently obligate the City 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.
- 22 -
The aforementioned pledge shall not inhibit the sale or disposition
of the Parking System in accordance with this Resolution and shall not impair
or restrict the ability of the City to invest in securities and other forms of
investment, subject to the provisions of this Resolution.
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
Parking System Revenue Fund" (the "Revenue Fund") , into which the City shall
deposit all Revenues as received.
The money in the Revenue Fund shall be used by the City in the
following order of priority:
1 . To pay the Current Expenses as the same become due;
2. For monthly transfer to the Current Debt Service Account of
the Debt Service Fund, in equal (or nearly as possible
equal) monthly installments, in amounts sufficient to
accumulate in the Debt Service Fund, on or before each
interest and/or principal payment date, a sum equal to the
principal of, redemption premium, if any, and interest due
on the Bonds on such date; debt service payments which are
due annually shall be funded over twelve (12) months, debt
service payments due semi-annually shall be funded over six
(6) months and so forth;
3. For transfer to the Reserve Account of the Debt Service
Fund amounts sufficient to ensure that the Reserve Account
will be funded in accordance with the requirements of
Section 13.C. of this Resolution;
4. For monthly transfer to the Renewal and Replacement Fund to
reduce or eliminate any deficit therein as provided in
Section 13.D. ;
5. For the payment of Payment Obligations, if any then due,
according to the priorities established by Section 17.H.
hereof; and
6. Any moneys remaining in the Revenue Fund at the termination
of each Fiscal Year shall be transferred to the Surplus
Fund as of the first (1st) day of the next Fiscal Year.
C. Debt Service Fund. There is hereby created and there shall be
held and maintained by the Trustee (the "Trustee") a separate fund to be known
as the "City of Miami Beach Parking System Debt Service Fund" (the "Debt
Service Fund") .
There shall be created, held and maintained by the Trustee in the Debt Service
Fund a separate account which shall be designated the "Current Debt Service
Account. " There shall be paid into the Current Debt Service Account,
simultaneously with the issuance of the Bonds of each Series, all accrued
interest received from the Original Purchaser of the Bonds of such Series.
From the amounts in the Revenue Fund remaining after paying Current Expenses
then due and payable, there shall be transferred to the Current Debt Service
Account in each month, the amounts specified in Section 13.B. 2. , above.
There shall be created, held and maintained by the Trustee in
the Debt Service Fund a separate account which shall be designated the
"Reserve Account. " Moneys shall be deposited monthly in the Reserve Account
until the sum therein is equal to the highest future annual principal and
interest requirements of all Outstanding Bonds, but in no event in excess of
any limitations dictated by the Code. Prior to the sale of each Series of
Bonds, at the option of the Commission, as determined by the Series Resolution
for such Series of Bonds:
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(i) The Reserve Account shall be fully funded on the date
of issuance of the Bonds, or
(ii) Sums shall be accumulated therein in equal monthly
installments sufficient to ensure that the Reserve
Account will be fully funded within thirty-six (36)
months after the date of issuance of such Series of
Bonds.
The moneys in the Reserve Account shall be retained and
used only for the payment of principal of, redemption
premium, if any, and interest on any Outstanding Bonds
becoming due at any time when there would be an Event of
Default if moneys were not so used. Any payments made from
the Reserve Account to prevent an Event of Default shall be
promptly reimbursed from the Revenues thereafter received
and not required for the payment of Current Expenses and
not required from the making of the payments then currently
required to be made into the Current Debt Service Account.
Notwithstanding the foregoing provisions, in lieu of or in
substitution for all or any portion of the moneys and
investments at any time required to be on deposit in the
Reserve Account, the City may cause to be deposited into
the Reserve Account a Reserve Account Surety Bond or a
Reserve Account Letter of Credit (for the benefit of the
Holders of the Bonds) having a draw limit which, when added
to moneys and investments in the Reserve Account, will be
equal to the amount of moneys and investments which would
otherwise have been required to be on deposit in the
Reserve Account.
The Reserve Account Surety Bond 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 the City
pursuant to this Resolution and available for such purpose.
If a disbursement is made under the Reserve Account Surety
Bond or the Reserve Account Letter of Credit, the City
shall be obligated either to reinstate the limits of such
Reserve Account Surety Bond 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 foregoing provisions hereof, funds in the amount
of the disbursement made under such Reserve Account Surety
Bond or Reserve Account Letter of Credit, or a combination
of such alternatives.
If in any month the Pledged Revenues of the System shall be
insufficient to permit the paying into the Current Debt Service Account or the
Reserve Account of the Debt Service Fund of the full amount herein required to
be made into each such Account in such month, the deficiency shall be remedied
from the first Pledged Revenues available for such purpose in the succeeding
month or months. It shall be the duty of the Trustee, not later than the date
on which principal cf,, premium, if any, or interest on any of the Bonds is
payable to transfer from the Current Debt Service Account to the Paying Agent
a sum sufficient to pay the debt service on the Bonds which is due on such
date; and if the amounts in the Current Debt Service Account are not
sufficient for such purpose, to transfer amounts in the Reserve Account to the
Paying Agent to the extent needed to pay such debt service.
D. Renewal and Replacement Fund. There is hereby created, and
there shall be held and maintained by the City in 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" (the
"Renewal and Replacement Fund" ) . There shall be deposited in the Renewal and
- 24 -
Replacement Fund on the date the Series 1988 Bonds are issued amountthen on
deposit in the Renewal and Replacement Fund previously held under Resolution
No. 84-17654, which amount shall herein be called the "opening balance. " The
"funding level" for the Renewal and Replacement Fund is $1 ,500,000. The
amount by which the opening balance is less than the funding level shall
constitute an initial deficit. Additional deficits may also occur as a result
of the use of moneys therein for the purposes for which the Renewal and
Replacement Fund is created. Commencing in the first month following the
creation of the initial deficit or any additional deficit, and for the next
thirty-five (35) consecutive months thereafter, the City shall, in thirty-six
(36) equal (or nearly as possible equal) monthly payments, eliminate each such
deficit by making transfers described in Section 13.B. 1. hereof. After all
deficits which may exist in the making of the required payments into the
Current Debt Service Account, Reserve Account and the Renewal and Replacement
Fund have been remedied, the City may transfer additional amounts to the
Renewal and Replacement Fund whenever and to the extent it deems desirable.
Amounts in the Renewal and Replacement Fund are to be used to pay the cost of
major renewals, replacements or repairs to the Parking System, the cost of
which would not be properly classified as a normal maintenance and operation
expenditure, which amounts shall he applied by the City for such purposes.
E. Surplus Fund. There is hereby created, and there shall be held
and maintained by the City in 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" (the "Surplus Fund") . At the termination
of each of the City's Fiscal Years, after the payments above required have
been transferred to the Debt Service Fund, Reserve Account and Renewal and
Replacement Fund, and after all deficits which 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 remaining in the Revenue Fund
shall be transferred to the Surplus Fund. During the first fifteen (15) days
of each Fiscal Year, the City may, pursuant to a resolution which may be
adopted by the Commission, transfer moneys from the Surplus Fund to any other
fund of the City. Moneys in the Surplus Fund, which are not transferred out
of the Surplus Fund within the aforesaid fifteen (15) day period shall only be
used for any lawful purpose of the Parking System and said 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 Parking Department Director approving
the making of the payment, and in cases where the requisition is for the
payment for the purchase of real estate, the requisition shall also be
accompanied by a legal opinion by the City Attorney certifying that the City
either has obtained, or will obtain simultaneously with the making of the
payment, good and marketable title to any real estate purchased with such
moneys.
F. The Trustee. By subsequent resolution, the City shall duly
appoint a Trustee to perform 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 Current Debt. Service Account and the Reserve Account of the
Debt Service Fund 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 Outstanding Bonds.
All moneys held by the Trustee in the Debt Service Fund in
excess of the amount guaranteed by the Federal Deposit Insurance Corporation
or invested as permitted by this Resolution 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 and 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.
- 25 -
SECTION 14. Use of Proceeds of Series 1988 Bonds; Construction
Fund. The Series 1988 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 one or more resolutions to be adopted by the Commission. The
Series 1988 Bonds so sold shall be prepared and executed as soon as may be
practical after sale and shall be thereupon delivered to the purchasers
thereof upon payment in accordance with the terms of sale. The proceeds of
sale of any Series 1988 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 of the Debt
Service Fund and the Reserve Account shall be in all respects subject to the
requirements of Section 13 hereof.
A special fund designated "City of Miami Beach Parking System --
Series 1988 Bonds Construction Fund" (the "Construction Fund") is hereby
created for the Series 1988 Project and shall be maintained by the City in one
or more banks, each such bank to have a reported capital and surplus of not
less than $100,000,000. Moneys shall be paid out of such Construction Fund to
pay Costs of the Series 1988 Project 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 by the Parking Department
Director approving the making of the payment, and, in cases where the
requisition is for the payment for the purchase of real estate, the
requisition shall also be accompanied by a legal opinion by the City Attorney
certifying that the City either has obtained, or will obtain simultaneously
with the making of the payment, good and marketable title to the real estate
so purchased.
After the completion of the Series 1988 Project herein
authorized, any remaining balance of proceeds of the Series 1988 Bonds in the
Construction Fund and any accumulated investment earnings therein shall be
deposited into the Debt Service Fund and used solely to pay principal of,
redemption premium, if any, and interest on the Series 1988 Bonds or to
purchase outstanding Series 1988 Bonds.
The registered owners of the Series 1988 Bonds issued hereunder
shall have no responsibility for the use of the proceeds of the Series 1988
Bonds, and the use of such Series 1988 Bond proceeds by the City shall in no
way affect the rights of such registered owners.
SECTION 15. Investments. The moneys the Revenue Fund, the
Construction Fund, the Renewal and Replacement Fund and the Surplus Fund shall
be invested and reinvested by the Finance Director and the moneys in the
Current Debt Service Account and Reserve Account of the Debt Service Fund
shall be invested and reinvested by the Trustee at the direction of the
Finance Director as described below, all as shall be subject to applicable
law.
Moneys in the Current Debt Service Account and Reserve Account of the
Debt Service Fund shall be invested only in Permitted Investments.
Moneys in the Revenue Fund, any Construction Fund, any Rebate
Fund the Renewal and Replacement Fund and the Surplus Fund shall be invested
only 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) Federal Securities and Government Obligations;
(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
- 26 -
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, certifi-
cates 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 of "plus" or "minus" within such category) by both
Moody's Investors Service, Inc. or any successors thereto and
Standard & Poor's Corporation or any successors thereto;
(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 of "plus" or "minus" 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 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 reporting to, 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.
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 for the credit of the respective Funds or Account are
anticipated to be required for the purposes stipulated herein. Investments
purchased for the credit of the aforementioned Funds or Accounts shall be
deemed at all times to be a part of said Funds or Accounts. 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 and Renewal and Replacement
Fund shall first be applied to restore any deficiencies in the Reserve
Account. Thereafter, investment income earned on the investment of moneys in
the Revenue Fund, Debt Service Fund, Reserve Account and Renewal and
Replacement Fund shall be maintained in or transferred to the Revenue Fund.
Investment income earned on the investment of moneys in the Construction Fund
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 investments so
purchased whenever it shall be necessary, in the sole judgment of the Finance
Director or Trustee, as applicable, to do so in order to provide moneys to
meet any payment or transfer from any such Funds or Account. Investments held
- 27 -
in the Revenue Fund, the Debt Service Fund, the Reserve Account, the
Construction Fund, the Renewal and Replacement Fund and the Surplus Fund shall
be valued annually as of the end of each Fiscal Year at the then-current fair
market value (within the meaning of the Code) thereof. The Finance Director
and Trustee shall not be liable or responsible for any depreciation in the
value of any such investments or for any loss resulting from the sale thereof.
SECTION 16. Management of Parking System. It is recognized and
understood that in purchasing and accepting delivery of the Bonds, the
purchasers thereof have relied, and the registered owners of the Bonds from
time to time will rely, upon representations made by the City that the Parking
System will be economically and efficiently operated under the supervision of
skilled traffic managers as herein provided, so that both the City and the
registered owners of the Bonds may benefit through the production of maximum
Revenues. To this end, the City hereby covenants and agrees to employ at all
times a Parking Department Director for the Parking System who shall have
knowledge and experience in the operation of parking facilities and in the
handling and analysis of vehicular traffic. Such Parking Department Director
shall prepare a comprehensive report within one hundred twenty (120) days
after the close of each Fiscal Year, which report shall contain, or be
accompanied by, a certified copy of an audit of the preceding Fiscal Year's
business, prepared by an Accountant, and in addition thereto, shall report
upon the operations of the Parking System during such preceding Fiscal Year,
the maintenance of the Parking System, the adherence to budget and budgetary
control provisions, the adherence to all the provisions of this Resolution,
and all other things having a bearing upon the efficiency and profitable
operation of the Parking System, and shall include whatever criticism of any
phase of the operation of the Parking System the manager may deem proper, and
such recommendation as to changes in operation and the making of repairs,
renewals, replacements, extensions, betterments and improvements as the
Parking Department Director may deem proper. Copies of such report shall be
placed on file with the City Clerk and with the Trustee and the Registrar and
shall be open to inspection by any registered owner of Bonds.
Not less than seventy-five (75) days prior to the beginning of
each Fiscal Year, the City covenants that it will cause the Parking Department
Director to prepare and submit to the Commission a proposed budget for the
Parking System covering the anticipated Revenues and balances in the 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; the proposed budget shall be prepared in a form to be submitted to the
Commission.
SECTION 17. Covenants. The City covenants and agrees with the regis-
tered owners of the Bonds that, so long as any of such Bonds remain Outstand-
ing and unpaid as to either principal or interest:
A. Operation, Maintenance and Repair. The City will maintain the
Parking System in good repair and working order and will operate it
efficiently and will faithfully and punctually perform all duties with
reference to the Parking System required by the laws of the State of Florida,
including the setting of sufficient rates and charges for the use of the
Parking System, and the collection thereof, and the segregation and
application of the Revenues of the Parking System in the manner provided in
this Resolution.
B. Rate Covenant. The City will fix and collect rates and charges
for the use of the Parking 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 of (i) the Current Expenses for such Fiscal
Year, plus (ii) one hundred thirty-five (135%) percent of the interest,
redemption premium, if any, and principal requirements of all Bonds for such
period, plus ( iii) the amounts required to be deposited into the Reserve
Account in the Debt Service Fund.
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If, in any such Fiscal Year, 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 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.B. have not been
satisfied, then within forty-five (45) days of the receipt of the audit report
for such Fiscal Year, the City shall employ a Parking Consultant to review and
analyze the financial status and the administration and operation of the
Parking System, to inspect the properties constituting the Parking System, and
to submit to the City, within sixty (60) days thereafter, a written report on
the same, which report may contain recommendations as to revisions of the
rates and as to charges in methods of operation of the Parking System that
will result in producing the amount so required during that Fiscal Year.
Promptly upon its receipt of the recommendations, the 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 interests of
the Holders of the Bonds, the City and its citizens. A copy of the Parking
Consultant 's report shall, upon receipt of said report, be sent to all
Providers.
In the event that the City fails to take the action as required
by the second and third paragraphs of this Section 17.B. , the Trustee may, and
upon request of any Provider or of the Holders of not less than twenty-five
percent (25%) in principal amount of all Bonds Outstanding, 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 the provisions of the second and third
paragraphs of this Section 17.B. and, in addition, there is no Event of
Default with respect to any payments of principal of or interest due on any
Bonds, the Trustee, notwithstanding the provisions of this paragraph or
Section 23 hereof, shall not institute or prosecute any such actions or
proceedings as are described in this paragraph or Section 23 hereof.
C. No Free Parking. The City will not permit free parking or
service to be supplied by the Parking System to any Person, except that (i)
the City's municipal officers, board and committee members and employees may
use such facilities of the Parking System free of charge only while on
official City business, (ii) the City may establish the hours during which
meter charges shall be applicable and inapplicable, and ( iii) the City may
permit free parking during hours when the volume of parking business does not
justify the expense of collecting parking charges.
D. Books and Audit. The City will cause to be kept proper books of
record and account covering the operation of the Parking System. The City
will cause such books to be audited annually by an Accountant and will
annually, within one hundred twenty (120) days after the close of each Fiscal
Year, file with the Trustee and the Registrar a copy of such report
accompanied by a letter of such Accountant showing in reasonable detail the
Revenues and expenditures of the Parking System for such Fiscal Year and the
amounts held by the Trustee.
E. Insurance. The City will maintain and carry, in respect of the
Parking System, adequate public liability and property damage insurance. Such
insurance may be carried by the City of Miami Beach Self Insurance Fund to the
extent that such coverage may adequately be covered by such fund as certified
by the Insurance Consultant. The City may elect to self-insure such coverage
and maintain adequate reserves for loss. Such reserves must be reviewed and a
statement as to the adequacy of the funding must be given by an enrolled
actuary employed at the expense of the City. The proceeds of any insurance
payment or condemnation award with respect to the Parking System shall be
deposited to the credit of the Revenue Fund.
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F. Sale, Lease and Disposition.
1. Except as provided herein, the City will not sell, lease or
in any manner dispose of the Parking System or any
substantial part thereof until all of the Bonds have been
paid in full as to principal, redemption premium, if any,
and interest.
2. Any part or parts of the Parking System (other than the
City streets, and the privilege to park thereon) may be
leased to or managed by private operators under such
provisions designed to assure the return of an adequate
income therefrom as may be considered advisable by the
Commission, and the City may also lease metered parking
lots during hours when the meter charge is not applicable;
provided that the provisions of Section 18 hereof are
complied with. All rentals and other consideration
received by the City by reason of such lease or leases
shall be regarded as Revenues for all purposes of this
Resolution.
3 . If the City determines that any real property or structure
constituting a part of the Parking System has become
inadequate, unsuitable or unnecessary to the operation of
the Parking System, the City shall have the right to
demolish or remove such property and may sell or otherwise
dispose of all or a part of the same or designate the same
as Excluded Facilities by an amendment hereto adopted
pursuant to Section 19 or Section 20 hereof; provided,
however, that the ability of the City thereafter to comply
with the rate covenant and current coverage test set forth
in Section 17.B. hereof will not be impaired. The ability
of the City to comply with said rate covenant shall be
certified in writing (i) by the Finance Director if the
Revenues generated from said property is equal to or less
than two percent (2%) of the Pledged Revenues or (ii) by
the Parking Consultant if the Revenues generated from said
property is greater than two percent (2%) of the Pledged
Revenues. Any proceeds of disposition or sale shall be
deposited in the Revenue Fund.
G. Additional Bonds.
1 . Holders of the Bonds shall be secured by a first priority
lien on the Pledged Revenues and Pledged Funds,
notwithstanding the fact that any of the Series of Bonds
may be delivered at an earlier date than any other of the
Series of Bonds. The City will issue no debt obligations
of any kind or nature payable from or enjoying a lien on
the Pledged Revenues or Pledged Funds having priority over
or on a parity with any of the foregoing priority claims;
provided, however, that Additional Bonds may hereafter be
issued on a parity with the Series 1988 Bonds herein
authorized under the following conditions:
2. Any Series 1988 Bonds herein authorized and any Additional
Bonds may be Refunded by Additional Bonds (herein called
"Refunding Bonds") and the Refunding Bonds so issued shall
enjoy complete equality of lien with any previously
Outstanding Bonds which are not Refunded and defeased;
provided that such Refunding Bonds are issued in compliance
with subsection G. 3 . below; further provided, however, that
if (I) in the case of a refunding of all Outstanding Bonds,
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, or
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(II) in the case of a partial refunding, the sum of ( i) the
debt service on any OutstandingBonds which are not being
refunded and (ii) the debt service on the Refunding Bonds
is less than the sum of (x) the debt service on the
Outstanding Bonds which are not being refunded and (y) the
debt service on the Outstanding Bonds which are being
refunded, then, in either case, compliance with subsection
5 G.3. (d) and G. 3. (f) below, shall not be required.
3. Additional Bonds (herein called "New Money Bonds") may be
issued on a parity with the Series 1988 Bonds for the
purpose of paying the cost of any Project, but before such
Additional Bonds shall be delivered by the Registrar, there
shall be filed with the City Manager the following:
(a) A copy, certified by the City Clerk, of the resolution
authorizing the issuance of such Additional Bonds;
(b) A copy, certified by the City Clerk, of the Series
Resolution for such Series of Additional Bonds;
(c) A copy, certified by the City Clerk, of the resolution
adopted by the Commission awarding such Additional
Bonds, specifying the interest rate or rates for such
Additional Bonds, or the initial interest rate if such
Additional Bonds bear interest at a Variable Rate and
directing the delivery of such Additional Bonds to or
upon the order of the purchasers therein named upon
payment of the purchase price therein set forth;
(d) A certificate of the Finance Director demonstrating
that the percentage derived by dividing the Pledged
Revenues for the last Fiscal Year for which the
financial statements of the Parking System were
reported upon by the Accountant, adjusted as
hereinafter permitted, by the maximum future annual
principal and interest requirements on the Bonds
Outstanding, including the future annual Principal and
interest requirements, with respect to the Additional
Bonds then to be delivered, is not less than one
hundred fifty per centum (150%) ; in determining
whether to execute and deliver the certificate, if the
fees and other charges for the use of the Parking
System shall have been revised and such fees and other
charges shall have gone into effect prior to the
issuance of such Additional Bonds, the amount of the
Pledged Revenues which would have been realized during
the Fiscal Year (had such revised rates and charge
gone into effect on the first (1st) day of such Fiscal
Year) may be used in said certificate in lieu of
actual historical Pledged Revenues; and
(e) An opinion of the City Attorney and/or Bond Counsel
stating that the signer is of the opinion that the
issuance of such Additional Bonds has been duly
authorized and that all conditions precedent to the
delivery of such Additional Bonds have been fulfilled;
and
(f) ( i) A certificate of the Finance Director to the
effect that there is no deficiency in the payments
required to be made in the various Funds and Accounts
as provided in Section 13 hereof, and ( ii) all Payment
Obligations must be fully paid, unless all Providers
to whom any such Payment Obligations are owed
expressly waive the requirement of this clause ( ii) .
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4. The proceedings authorizing the issuance of 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 if necessary so that the
amount in the Reserve Account shall not be less than the
maximum future annual principal and interest requirement
for the then-current or any future Fiscal Year of all Bonds
which will be Outstanding immediately following the
issuance of said Additional Bonds, but in no event in
excess of any limitations set forth in the Code. At the
option of the City, as determined by the Series Resolution
for such Additional Bonds, any 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 may be accumulated in equal
monthly installments within thirty-six (36) months after
the date on which the Project to be provided is 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 Surety Bond or a Reserve
Account Letter of Credit for the benefit of the Holders of
the Bonds under which funds will be available in an amount
equal to the amount of money which would otherwise have
been required to have been deposited into the Reserve
Account.
5. Said proceedings shall require that the proceeds of the
Additional Bonds must be used solely for paying the Cost of
the Project or for Refunding, or for both such purposes,
and all Initial Credit Enhancement Charges and Issuance
Expenses incident to the issuance of such Additional Bonds.
6. If any Series of Additional Bonds is issued for both of the
purposes stated in paragraph 1 and paragraph 2 above, the
debt service thereon shall be allocated between the
"Refunding Bond" portion and the "New Money Bond" portion
in a reasonable manner approved by Bond Counsel and each
such portion shall be treated as a separate Series of
Additional Bonds under the tests set forth in paragraphs 1
and 2, above.
7. When the documents mentioned in this Section 17.G.3. shall
have been filed with the City Manager and when the Addi-
tional Bonds described in the resolutions mentioned in this
Section 17.G. shall have been executed and authenticated as
required by this Resolution, the Registrar shall deliver
such Additional Bonds at one time to, or upon the order of
the Original Purchaser thereof, but only upon payment to
the City of the purchase price of such Additional Bonds.
The Finance Director shall be entitled to rely upon such
resolutions as to all matters stated therein.
H. Liens of Providers.
1. Providers of Letters of Credit or Surety Bonds (other than
Providers of Reserve Account Letters of Credit and Reserve
Account Surety Bonds) shall have a second priority lien on
the Pledged Revenues and Pledged Funds and shall enjoy a
complete parity of lien thereon for the payment of Payment
Obligations arising under the Credit Agreements under which
the same were issued.
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2. Providers of Reserve Account Letters of Credit and
Providers of Reserve Account Surety Bonds shall have a
third priority lien on the Pledged Revenues and Pledged
Funds and shall enjoy a complete parity of lien thereon for
the payment of Payment Obligations arising under the Credit
Agreements under which the same were issued.
I. Resolution Constitutes a Contract. 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. Fidelity Bonds. The City, in operating the Parking System, will
require all of its officials and employees who may be in a position of
authority or in possession of any moneys derived from the operation of the
Parking System, to obtain, or be covered by a blanket fidelity or faithful
performance bond, or independent fidelity bonds written by a responsible
indemnity company in amounts fully adequate to protect the City from loss.
SECTION 18. Tax Covenants. The City covenants that it will
restrict the use of the proceeds of each Series of the Bonds and other amounts
deemed, under the Code, to be "gross proceeds" of such Series of the Bonds in
such manner and to such extent, if any, as may be necessary so that such
Series of Bonds will not constitute "private activity bonds" under Section 141
of the Code or "arbitrage bonds" under Section 148 of the Code. The Mayor,
the City Clerk, the Finance Director or any other official or employee of the
City having responsibility for the issuance of such Series of Bonds, or any
one or more of the foregoing officers, shall give an appropriate Tax
Compliance Certificate of the City, for inclusion in the transcript of
proceedings for such Series of Bonds, setting forth (A) the reasonable
expectations of the City regarding the amount and use of the proceeds of such
Series of Bonds, the facts, circumstances and estimates on which they are
based, and other facts and circumstances relevant to the tax treatment of
interest on such Series of Bonds and (B) such representations, warranties and
covenants as may be required by Bond Counsel to evidence or achieve compliance
with the applicable provisions of the Code (which representations, warranties
and covenants are hereby expressly authorized) .
The City covenants that it (a) shall take or cause to be taken such
actions which may be required of it for the interest on such Series of Bonds
to be and remain excluded from the gross income of the Holders thereof for
federal income tax purposes, and (b) will not take or permit to be taken any
actions which would adversely affect that exclusion, and that it, or Persons
acting for it, will, among other acts of compliance:
(i) Apply the proceeds of such Series of Bonds to the governmental
purpose of the borrowing;
(ii) Restrict the yield on investment property acquired with those
proceeds;
(iii) Make timely rebate payments to the federal government;
(iv) Maintain books and records and make calculations and reports;
and
(v) Refrain from certain uses of proceeds, all in such manner and to
the extent necessary to assure such exclusion of that interest
under the Code.
The Finance Director and other appropriate officials and employees of the City
are hereby authorized and directed to take such actions, make such
calculations (or cause the same to be made) and to make such rebate payments,
and file such reports, returns and certifications as may be necessary to
assure such exclusion of that interest.
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The Finance Director (A) shall establish such procedures as he, after
consulting with Bond Counsel or an Accountant, or both, deems necessary to
comply with the rebate provisions contained in Section 148(f) of the Code and
shall thereafter revise and modify such procedures, as needed, to facilitate
such compliance and (B) may establish a Rebate Fund for any Series of Bonds.
The City shall, when structuring any issue of a Series of Bonds which
involves Bonds having a Variable Rate or Bonds having any liquidity facility,
consult with Bond Counsel
(or special tax counsel) for such Series so as not
to structure the same in a manner which may have an adverse effect on the
federal income tax status of any Bonds of such Series on account of a
transaction under such structure which may be deemed to be a "reissuance" (as
that term is used by the Internal Revenue Service and Bond Counsel).
The provisions of this Section shall not apply to any Series of Bonds
which are Taxable Bonds.
SECTION 19. Amendments Without Consent.
A. The Commission may, by Supplemental Resolution, amend this
Resolution or any Supplemental Resolution, without the consent of any of the
Holders of any Outstanding Bonds or Providers, so long as such amendment does
not have a material adverse effect on the interests of such Holders or the
interests of such Providers. Such amendments shall include, but are not
limited to, amendments:
(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 be granted to or 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 or in
any Supplemental Resolution, additional conditions, limitations
and restrictions thereafter to be observed; provided that such
additional conditions, limitations and restrictions do not
impair the security for the Outstanding Bonds; or
(d) To add to the covenants and agreements of the City contained in
this Resolution or in any Supplemental Resolution, additional
covenants and agreements thereafter to be observed by the City
or to surrender any right or power herein reserved to or
conferred upon the City; provided that such additional covenants
and agreements and the surrendering of any such right or power
do not impair the security for the Outstanding Bonds; or
(e) To comply with the provisions of Sections 2. and 17.G. hereof,
or
(f) To permit the qualification of this Resolution or any
Supplemental Resolution under any federal securities law now or
hereafter in effect or under any state Blue Sky law, and, in
connection therewith, if the City so determines, to add to this
Resolution or any Supplemental Resolution such other terms,
conditions and provisions as may be permitted or required by
such federal securities law or state Blue Sky law; or
(g) To permit the Trustee to comply with any obligations imposed
upon it by law; or
(h) To add administrative provisions pertaining to the payment of
Payment Obligations; or
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( i) To specify further the duties and responsibilities of, and to
define further the relationship among, the Trustee, the
Registrar, the Paying Agent and any Co-Paying Agents; or
(j ) To achieve compliance with any applicable federal securities law
or tax law or to achieve compliance with any state Blue Sky Law;
or
(k) To make necessary or advisable amendments or additions in
connection with the issuance of Bonds so long as such Series of
Bonds is issued in accordance herewith; or
(1) To permit the Trustee to comply with any requirements pertaining
to the purchase of securities of the United States Treasury
(including, without limitation, SLGs) , in order to fund any
Escrow Account; or
(m) To designate as Excluded Facilities any Automobile Parking
Facilities which were formerly included in the System and which,
during the most recent Fiscal Year for which audited financial
statements are available, were operated at a loss; or
(n) To designate as Excluded Facilities:
(i) Any property not formerly constituting Automobile Parking
Facilities so long as (A) none of the capital costs or
expenses of operation and maintenance of such property are
to be paid, directly or indirectly, from Bonds, or Revenues
or Pledged Funds and (B) the property is so located or is
to be so operated as not, in the opinion of the Parking
Consultant, to provide competition to the Parking System to
an extent which will have a material adverse effect on
Revenues; or
(ii) Any Additional Automobile Parking Facilities which may be
designated as such pursuant to Section 17.F. 2. hereof.
(o) To remove from the "Excluded Facilities" classification (and
thereby include in the Parking System) any Automobile Parking
Facilities which, during the most recent Fiscal Year for which
audited financial statements are available, was operated at a
profit.
(p) To provide for the issuance of debt which is secured by the
Pledged Revenues and Pledged Funds on a basis subordinated to
the Bonds and Payment Obligations.
(q) To provide such other changes which, in the opinion of the City,
the Trustee and all Providers, are not materially adverse to the
interests of the Holders of the Bonds, the Trustee or the
Providers.
B. Not less than thirty (30) days prior to the effective date of
any amendment described in this Section 19, the Issuer shall mail by certified
or registered mail, a copy thereof to each Holder of Bonds which are not
Credit Enhanced and to each Provider. If after such mailing, and prior to the
effective date of such amendment, any such Holder or Provider notifies the
Issuer, in writing (or by telephone, promptly confirmed in writing) that such
Holder or Provider is of the opinion that such amendment has a material
adverse effect on such Holder or Provider, then such amendment shall not
become effective under this Section 19 unless: (i) said Holder or Provider
consents thereto in writing; or (ii) the City files a petition or complaint in
the Circuit Court in and for Dade County, Florida seeking a declaratory
judgment that such amendment is permitted under Section 19. 1 hereof and naming
such Holder or Provider as a party defendant and either ( i) the City obtains a
final judgment favorable to the City (which is not subject to appeal or is not
appealed during the period for taking appeals; or ( ii) such Holder or Provider
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has been served in such action (or if such Holder or Provider is not subject
to service of process in such action, the City has within five (5) days
following the filing of such action shall have mailed a copy of the petition
or complaint in said action to such Holder or Provider by registered or
certified mail, return receipt requested) and such Holder or Provider shall
have failed to appear in such action as a party defendant and consented to the
jurisdiction of said court.
SECTION 20. Amendments With Consent.
A. Any amendment hereto or to any Supplemental Resolution which is
not described in Section 19 or paragraph B below, shall only become effective
if and when approved by the registered owners of a majority in Outstanding
aggregate principal amount of each Series of Bonds (not including in any case
any Bonds which may then be held or owned by or for the account of the City)
which may suffer a material adverse effect on account of such amendment.
Notwithstanding the foregoing, the Provider of any Credit Enhancement Facility
for a Series of Bonds (other than a Provider who has provided only a Reserve
Account Credit Enhancement Facility) shall, in lieu of the registered owners
of the Bonds of such Series, be entitled to approve or refuse to approve such
amendment on behalf of such Series; provided that such Provider is not in
default under the terms of the Credit Enhancement Facility issued by it for
such Series. In addition, if at the time any amendment is to become
effective, there is on deposit to the credit of the Reserve Account any
Reserve Account Credit Enhancement Facility, then no such amendment may become
effective without the prior written approval of such Provider; provided that
such Provider is not in default under the terms of any such Reserve Account
Credit Enhancement Facility. No amendment which impairs the priority of any
Provider shall become effective without the prior written consent of such
Provider. Supplemental Resolutions may be adopted which provide for
amendments, described in this Section 20, which will become effective
immediately or which will become effective on a future date certain or on a
future date on which Bonds (which were Outstanding when the Supplemental
Resolution was adopted) will cease to be Outstanding. No Bond shall be deemed
to be adversely affected by any amendment or be entitled to consent to such
amendment unless such Bond is Outstanding when the Supplemental Resolution
providing for such amendment is adopted and also when the amendment becomes
effective.
B. No amendment may be made to this Resolution or to any
Supplemental Resolution without the consent of the Holder of any Bond (whether
or not such Bond is Outstanding) which is to be modified or amended in such
manner as:
(a) To make any change in the maturity of such Bond;
(b) To make any change in the rate of interest borne by such Bond;
(c) To reduce the amount of the principal of or redemption premium,
if any, on such Bond;
(d) To modify the time and manner of payment of principal of,
redemption premium, if any, or interest on such Bond or impose any conditions
with respect to such payment;
(e) To affect the rights of the registered owner of such Bond to
transfer or exchange the same: or
(f) If such Bond is Outstanding, create a lien superior to the lien
of such Bond upon the Pledged Revenues and Pledged Funds.
C. The Commission may adopt a Supplemental Resolution making
amendments provided for in this Section with the effectiveness of such
amendment being subject to the subsequent obtaining of the required consents
and approvals. In that case, the amendment shall become effective as
hereinafter provided. Whenever the City shall propose to amend this
Resolution or any Supplemental Resolution under the provisions of this
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Section 20, it shall mail a notice of the proposed amendment to each
registered owner of the adversely affected Bonds at the address of such
registered owner as set forth in the Register; provided that in the case of
any Series of Bonds for which the registered owner's power to consent is
exercisable by a Provider, such notice need not be sent to such registered
owner and shall be sent to such Provider. Such notice shall briefly set forth
the nature of the amendment and shall state that a copy of the amendatory
Supplemental 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 or any Provider 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 amendment when consented to and approved as
provided in this Section. Consent, once given, may not be revoked.
Whenever, at any time after 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 the registered owners of the requisite percentage, in
aggregate principal amount, of the Bonds of each Series then Outstanding (or
executed by Providers as aforesaid) as in this Section provided, which
instrument or instruments shall refer to the amendatory Supplemental
Resolution described in said notice and shall specifically indicate consent to
and approval of, the amendment, thereupon, but not otherwise, the amendment
shall become effective, without liability or responsibility to any registered
owner or Provider whether or not such registered owner or Provider shall have
consented thereto unless such consent is required for such amendment to become
effective.
I f, at the time any such amendment become effective, the registered
owners of the requisite percentage, in aggregate principal amount, of the
Outstanding Bonds of each Series as in this Section provided, or the
predecessors in title of such registered owners (or the Providers of Credit
Enhancement Facilities therefor) , shall have consented to, and approved, the
adoption thereof and all Providers of Reserve Account Credit Enhancement
Facilities have consented to any approval of such amendment as in this Section
provided then no registered owner of any Bonds (or Providers) shall thereafter
have any right to object to such amendment or to object to any of the terms or
provisions therein contained or to the operation thereof or to enjoin or
restrain the City from taking any action pursuant to the provisions thereof.
SECTION 21 . Effect of Supplemental Resolutions. Any Supplemental
Resolution adopted in accordance with the provisions of this Section and
approved as to legality by the City Attorney or Bond Counsel shall thereafter
form a part of this Resolution or of the Supplemental Resolution amended
thereby, and this Resolution or of the Supplemental Resolution amended thereby
shall be, and be deemed to be, modified and amended in accordance therewith.
Thereafter, the respective rights, duties and obligations under this
Resolution or under the Supplemental Resolution amended thereby on the part of
the City, the Trustee, the Registrar, the Paying Agent, and all registered
owners of Bonds then Outstanding (and of the Providers) shall thereafter be
determined, exercised and enforced in all respects under the provisions of
this Resolution, or of the Supplemental Resolution amended thereby, as so
amended. If any Supplemental Resolution which provides for any amendment is
adopted, the Holders of any Series of Bonds issued thereafter (but prior to
the date on which such amendment becomes effective) and any Providers of
Credit Enhancement Facilities for Bonds of such Series shall be deemed to have
approved such amendment. If any amendment becomes effective, notice to that
effect shall be given to all Holders, Providers, and Fiduciaries.
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 any Bonds, then and in that
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, the deposit of cash and/or Government Obligations in
an irrevocable Escrow Fund, held by a bank or trust company, as Escrow Agent,
for the sole benefit of the registered owners of such Bonds, and ( i) if the
uninvested cash in the Escrow Fund, or (ii) the scheduled payments of
principal of such Government Obligations, together with the scheduled payments
- 37 -
of interest thereon (without the need for reinvestment of either principal or
interest) together with uninvested cash in the Escrow Fund will be sufficient
to make timely payment of the principal, interest, and redemption premiums, if
any, on such Bonds to its maturity date or to their earlier redemption date,
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. However, if any such Bonds are to be redeemed
prior to maturity, the redemption date shall be irrevocably established and
provisions for the timely giving of notice of redemption, satisfactory to the
Trustee, must be made.
Notwithstanding anything herein to the contrary, the requirement of
the City to rebate any amounts due to the United States of America pursuant to
Section 148(f) of the Code shall survive the payment or provision for payment
of the principal, interest, and redemption premiums, if any, with respect to
such Bonds.
SECTION 23. Events of Default and Remedies.
A. Each of the following events is hereby declared to be an "Event
of Default" :
1 . 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;
2. Payment of the interest on any of the Bonds is not made
when the same is due and payable;
3 . The City becomes insolvent or the subject of insolvency
proceedings; or
4. The City is unable, or admits in writing its inability, to
pay its debts as they mature; or
5. The City makes a general assignment for the benefit of
creditors or to an agent authorized to liquidate any
substantial amount of its property; or
6. The City files a petition or other pleading seeking
reorganization, composition, readjustment, or liquidation
of any of its assets, or similar relief; or
7. The City applies to a court for the appointment of a
receiver for it or for the whole or any part of the Parking
System; or
8. A receiver or liquidator is appointed for it or for the
whole or any part of the Parking System and the City either
(A) consents to such appointment or (B) fails to have such
receiver discharged within ninety (90) consecutive days
after his appointment; or
9. The City becomes the subject of an "order for relief"
within the meaning of the United States Bankruptcy Code; or
10. A creditor's petition is filed seeking liquidation,
reorganization, composition, readjustment or liquidation of
any of the City's assets, or similar relief, or to effect a
plan or other arrangement with creditors, and the City
either (A) files an answer admitting the material
allegations thereof, or (B) fails to have such petition
dismissed within sixty (60) consecutive days after the same
is filed against the City;
- 38 -
11 . The City defaults in the due and punctual performance of
any other of the covenants, conditions, agreements and
provisions contained in the Bonds or in this Resolution or
in any Series Resolution or under any Credit Agreement, and
such default continues for thirty (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 thirty (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 thirty (30) day
period for so long as the City pursues such curative action
with reasonable diligence.
B. Subject to paragraph N of this Section 23 , 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 twenty-five percent (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, and upon such declaration
the same shall become and be immediately due and payable, anything (except for
Section 23.N. ) contained in the Bonds or in this Resolution to the contrary
notwithstanding. If the conditions identified in clauses I. , 2. and 3. below,
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 cases the Trustee
may, and upon the written request of the Holders of not less than twenty-five
percent (25%) in aggregate 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 impair any right consequent thereon, such clauses referred to
above being as follows:
1 . Money sufficient to pay the principal of all 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,
2. 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
3 . 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,
but only from the Pledged Revenues and Pledged Funds in its custody, forthwith
an amount that is sufficient, together with the Pledged Revenues and Pledged
Funds in the custody of the Trustee to pay such Bonds in full and interest
accrued thereon, and an amount that is sufficient, together with all other
funds available therefor, to pay all other Fiduciary Charges incurred or to be
incurred under this Resolution.
- 39 -
C. Subject to paragraph N of this Section 23 , 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. Subject to paragraph N of this Section 23 , 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 twenty-five percent (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. Subject to paragraph N of this Section 23 , anything else in this
Resolution to the contrary notwithstanding, if at any time the moneys
(including proceeds of investments) in the Debt Service Fund are 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 their
maturities under the provisions of this Section 23) , such moneys, together
with any moneys constituting Pledged Revenues and Pledged Funds which are then
available or which thereafter become 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 (other than
interest on overdrawn principal) in the order of the
maturity of the installments thereof, and next to the
payment of 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 the order
of their due dates;
Third: If the principal of all Bonds has become due and
payable at maturity, redemption or otherwise, first to
the payment of all installments of interest then due on
Bonds (other than interest on overdrawn principal) , in
the order of maturity of the installments thereof and
next to the payment of interest at the respective rates
specified in the Bonds on principal (other than
principal which is overdue by virtue of such
declaration of acceleration) , and next to the payment
of the principal of the Bonds which have become due
(other than by acceleration) in order of their due
dates; next to the payment of interest on overdue
principal which is overdue by virtue of acceleration
and next to the payment of principal on Bonds which
have become due by virtue of acceleration (without
regard to the stated maturities thereof) ;
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, then
(subject to the provisions of Paragraph "Third" of
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
- 40 -
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
23.E. shall, within each priority, 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
within each priority, the amount to be paid in respect of principal or
interest, as the case may be, on each Bond within such priority 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 within such priority
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 within such
priority.
After all payments due Holders of Bonds have been fully paid,
remaining moneys, if any, derived from Pledged Revenues and Pledged Funds,
shall be used to pay Payment Obligations according to the priorities specified
in Section 17.H. hereof.
Whenever moneys are to be applied by the Trustee pursuant to the
provisions of this Section:
(a) Such moneys shall be 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 moneys which
are available for such application and the likelihood of
additional moneys becoming available for such application in the
future,
(b) The deposit of such moneys with the Paying Agent or otherwise
setting aside such moneys as provided herein, in trust for the
proper purpose shall constitute proper application of such
moneys 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 proceedings initiated or undertaken by the Trustee or
Holders of any Bonds (or Providers) on account of any Event of Default are
discontinued or abandoned for any reason, then and in every such case, the
City, the Trustee and all Holders of any Bonds (and Providers) 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
proceedings had been initiated or undertaken.
- 41 -
G. Subject to paragraph N of this Section 23, anything else 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 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
proceeding in equity 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 proceeding in its or
his 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 twenty percent (20%) in aggregate principal amount of
Bonds then Outstanding may, subject to paragraph N. of this Section 23 ,
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
(or Providers) 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 herein provided, that all
proceedings at law or in equity shall be instituted, had and maintained in the
manner herein provided and for the benefit of all Holders of Outstanding Bonds
and that any individual rights of action or other right given to one or more
of such Holders by law are restricted by this 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 necessity of
joining as plaintiffs or defendants any Holders 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 or Providers 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. No delay or omission by the
Trustee or of any Holder of any Bond or Provider in the exercise of any right
or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver of any such default or any acquiescence
therein, and every power or remedy given by this Resolution to the Trustee and
to the Holders of any Bonds or Providers may be exercised from time to time
and as often as may be deemed expedient.
K. Subject to paragraph N. of this Section 23 , the Trustee may, and
upon written request of the Holders of not less than twenty-five percent (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 or proceeding instituted 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
- 42 -
shall extend to or affect any 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 thirty (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. The Trustee shall also mail notice to all
Providers.
M. Nothing in this 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, such Bond or the obligation of the City to pay the principal of
and interest on such Bond to such Holder at the time and place specified in
said Bond. Nothing herein shall affect or impair the right of any Provider to
enforce any Payment Obligation or claim for Recurring Credit Enhancement
Charges as set forth in the applicable Credit Agreement.
N. During such time as any of the Outstanding Bonds are secured by
any Credit Enhancement Facilities, anything in this Section 23 to the contrary
notwithstanding, upon the occurrence and continuance of an Event of Default,
the Provider of a Credit Enhancement Facility securing any Series of Bonds
(other than a Reserve Account Credit Enhancement Facility for Bonds
generally) , in lieu of the Holders of Bonds or such Series, shall be entitled
to take the actions described in this Section 23. No Bonds shall be
accelerated unless all Providers of Credit Enhancement Facilities for
Outstanding Bonds (including all Providers of any Reserve Account Credit
Enhancement Facilities) have consented thereto; provided, however, that no
Provider shall be deemed a "Provider" under this paragraph N. or any other
provisions of this Section 23 requiring such Provider's consent, direction or
waiver during any period such Provider is in default with respect to its
obligations under any such Credit Enhancement Facility.
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 duly
authorized attorneys. 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 may be
proved by the verification, by any officer in any jurisdiction who by the laws
thereof has power 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 24 shall be construed as limiting
the City, the Trustee and Registrar to such proof, it being intended that the
City, the Trustee and the Registrar 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 of the same
Bond in respect of anything done by the City, the Trustee or Registrar in
pursuance of such request or consent.
Notwithstanding any of the foregoing provisions of this Section 24,
the City, the Trustee and the Registrar shall not be required to recognize any
Person as a registered owner of any Bond or to take any action at his request
unless such Bond shall be deposited with it.
- 43 -
SECTION 25. Effect of Covenants. All covenants, stipulations, obli-
gations and agreements of the City, contained in this Resolution shall be
deemed to be covenants, stipulations, 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, obligations and agreements is transferred by or in
accordance with law.
Except as otherwise provided in this Resolution, all rights, powers
and privileges conferred, and duties and liabilities imposed, upon the City by
the provisions of this Resolution shall be exercised or performed by the City
or by such other officer, board, body or commission as may be required 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, 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, return
receipt requested:
(a) To the City, if addressed to:
The City Clerk of the City of Miami Beach
City Hall
1700 Convention Center Drive
Miami Beach, Florida 33139;
(b) To the Registrar, if addressed to; the Registrar at the address
set forth in the resolution provided for in Section 5 hereof;
(c) To the Paying Agent, if addressed to the Paying Agent at the
address set forth in the resolution provided for in Section 2
hereof;
(d) To the Trustee, if addressed to the Trustee at the address set
forth in the resolution provided for in Section 13; and
(e) To any Provider, if addressed to such Provider at the address
provided by such Provider to the City, to the Trustee and to the
Paying Agent in writing.
Any such notice, demand or request may also be transmitted to the
appropriate above-mentioned party by telegraph or telephone and shall be
deemed to be properly given or made at the time of such transmission. Such
transmission of notice shall be confirmed in writing not later than one (1)
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 mail, postage prepaid, to the
other parties by the party effecting the change.
All documents received by the Finance Director, the City Clerk, or
any Fiduciary 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 or by any
Provider, and the agents and representatives thereof.
- 44 -
SECTION 27. Substitute for Mailing. If, because of the temporary or
permanent suspension of postal service, the City, the Trustee, or any other
Person shall be unable to mail any notice required to be given by the
provisions of this Resolution, the City, the Trustee, or any other Person
shall give such notice in such other manner as in its judgment shall most
effectively approximate such mailing; and the giving of such notice in such
manner shall for all purposes of this Resolution be deemed to be in compliance
with the requirement for the mailing thereof.
SECTION 28. Successorship of City Officers. In the event that the
office of any officer or official of the City who is vested with responsibil-
ity
esponsibil-
ity 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,
obligations and duties are imposed by law.
SECTION 29. Payments Due and Acts Required to be Done on Days Which
Are Not Business Days; Time.
(a) In any case where any payment of debt service is required to be
paid on a date which is not a Business Day, then such payment need not be made
on such date, but shall be made on the next succeeding Business Day,with the
same force and effect as if made on the date fixed for such payment, and no
interest shall accrue for the period after such date if such payment is made
on such next succeeding Business Day.
(b) In any case where any act is required or any notice is required
to be given hereunder (or under any Series Resolution or other instrument
relating to any of the Bonds, unless otherwise provided to the contrary
therein) on any day other than a Business Day, then such act shall be done or
such notice shall be given on the next succeeding Business Day, with the same
force and effect as if such act had been performed or such notice had been
given on the date required.
(c) All times for the making of any payment or the performance of
any act, as provided in this Resolution (or any Series Resolution or other
instrument relating to any of the Bonds unless otherwise provided to the
contrary therein) , shall mean the local time prevailing in the City of Miami
Beach, Florida unless some other time is expressly provided for.
SECTION 30. Headings Not Part of Resolution. Any headings preceding
the text 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 31 . City, Bondholders, Fiduciaries and Providers 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 Person, firm or corporation, other than the City,
the registered owners of Bonds issued under and secured by this Resolution,
the Fiduciaries, and the Providers, 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
any Bonds, the Fiduciaries and the Providers.
SECTION 32. 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 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
- 45 -
remaining covenants, agreements or provisions, and in no way affect the
validity of all the other provisions of this Resolution or of the Bonds issued
thereunder.
SECTION 33 . Inconsistent Resolutions. All resolutions (including,
but not limited to, Resolutions No. 87-19081 , 87-19082 and 87-19083) and parts
thereof that are inconsistent with any of the provisions of this Resolution
shall no longer be in full force and effect.
SECTION 34. 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 35. Effective Date. This Resolution shall be in full force
and effect immediately upon its adoption.
PASSED AND ADOPTED this 9th day of December, 198: .
(SEAL) AdierAt /111111"
M. •
Attest:
FORM APPROVED
LEGAL DEPT.
City Clerk
By Za-erse.
Bond Counsel: /-1/V, 2Date
dietch
For `cuire, Sa ders & Dempsey
STATE OF FLORIDA )
) :SS
COUNTY OF DADE )
I, Elaine M. Bakery City Clerk of the City of Miami Beach, Florida
do hereby certify that the above and foregoing is a true and correct copy of
Resolution No. 88- 19468 , duly passed and adopted by the City Commission of
the City of Miami Beach, Florida, at a regular meeting duly held and convened
on the 9th day of December , 1988, 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 this 16th day of December , 198E1
Lrh
City Clerk
(SEAL)
- 46 -
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TITLE: Sluth Pointe Park la • Q , --
ADDRESS: Government Cut & Atlantic Ocean ��
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TAX FOLId 1t 421004-004
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LEGAL DESCRIPTION: io sa 42 16.87 Ac Wt.
B EG WMOST COR LOT 6 SLY 4 PD 6-
77 565 DEG E1476.52FT TO ER05ION
LINE SELY630.14F'f TO M/H/L GOVT
CUT hIWLY2207.25FT N 31 DEG Fl375.
17FT E473.67FT 5E1Y1S1.63FT 70
POB LESS BEG WHOS7 COR LOT 6
!ILK 4 PB 6-77 S 24 DEG W420.43fT
N 65 0E6 W261.S1fT N 31 DEG W242.
E3IT N 57 DEG E226.2OFT E200.58f1
SELYISI.63FT TO POD
ORIGINAL
RESOLUTION NO. 88--19468
(Authorizing the issuance of not to ex-
ceed $12,000,000 Parking Revenue Bonds,
Series 1988, of the City of Miami Beach,
Florida, for the purpose of paying at
their respective maturities or redeeming
the outstanding parking revenue bonds of
the City issued pursuant to Resolution
No. 78-15748, as amended by Resolution
No. 84-17654 and for the purpose of
acquiring, improving and equipping auto-
mobile parking facilities; providing for
the security and payment of such bonds;
making certain convenants and agreements
in connection therewith)