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84-17654 ResoRESOLUTION NO. 84-17654 RESOLUTION OF, THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AMENDING RESOLUTION NO. 78-15748 PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $6,000,000 PARKING - REVENUE BONDS, SERIES 1979, OF THE CITY OF MIAMI BEACH, FLORIDA, PROVIDING FOR THE SALE, SECURITY AND PAYMENT THEREOF, MAKING CERTAIN COVENANTS AND AGREEMENTS IN THAT CONNECTION, BY AMENDING SAID RESOLUTION IN ITS ENTIRETY IN ORDER, AMONG OTHER THINGS, TO AMEND CERTAIN PROVISIONS REGARDING ISSUANCE OF THE BONDS IN REGISTERED FORM AND -TO SET FORTH IN FULL ALL SECURITY, PAYMENT AND OTHER PROVISIONS PREVIOUSLY CONTAINED IN RESOLUTION NO. 11410 WHEREAS, pursuant to an"amendment to the Charter of the City of Miami Beach enacted by the Legislature of Florida in 1949 (Chapter 260.29, Laws of Florida, 1949), the .City of Miami Beach (the "City") is authorized to acquire, improve and equip auto- mobile parking facilities and to finance -the cost thereof through the issuance of revenue bonds; and WHEREAS, on April 7, 1965 the City Council of the City of Miami'Beach (the' "Council") adopted Resolution No. 11410 (the 111965 Resolution") authorizing the issuance of*$3,000,000 Parking Revenue Bonds, Series 1965 (the 111965 Bands"); and WHEREAS, paragraph 2 of subsection G, of Section 6 of the 1965 Resolution permits the issuance of additional bands on.a parity with the.1965 Bonds provided that the conditions prescribed for.the issuance of additional bonds in said.paragraph 2 are met upon the delivery of said additional bonds; and b WHEREAS, on April 5, 1967, the Council adopted Resolution No.. 12086, as, amended by Resolution No. 12161, adopted on July 19, 1967 (collectively, the "1967 Resolution"), authorizing the issuance of $3,000,000 Parking Revenue Bonds, Series 1967. (the "1967 Bonds"); and IK Y. WHEREAS, the Commission,, on August 2, 1978,,adopted Resolution No. 78-15687, calling a special election to be held on October 5, 1978 for the purpose of submitting to the electorate of the City, a proposed bond issue; and WHEREAS,, the Commission,, on August 2. 1978, adopted Resolution No. 78-15691 amending Resolution No. 78-15687 to provide for the submission of an additional question relating to the issuanceofParking Revenue Bonds in the amount of $6,000,000,. to the electorate on October 5. 1978; and WHEREAS,, on October 5,, 1978, at a duly called and held Special Election in the City, a majority of the qualified voters of the City approved the following proposition: "SHALL the'City of Miami Beach, Florida, issue.'Parking Revenue Bonds in the amount of $6,000,000, with inter -est ata rate to be hereafter determined, not exceeding ten percent (10%) per annum, the maximum permitted by law, for the purpose of paying the cost .of. acquiring additional automobile parking facilities and of equipping and improving parking facilities for the City of Miami.Beach (automobile parking facilities being defined as any lot or lots, buildings and structures, above, at, or below the surface of the street or earth, either on the street or off the street, or both, including parking meters, equipment, entrances, exits, fencing, and all other accessories necessary or desirable for the regulation, control, and the parking.of vehicles either on the street or off the street), for the following designated areas, but not limited thereto: Arthur Godfrey Road Business District; Lincoln Road Mall; Washington Avenue Commercial Area; Collins Avenue Area? Said bonds shall .be secured by the pledge of and payable solely from the net revenues of any one or more, or any combination of the City's automobile parking facilities." WHEREAS, the Commission on October 18, 1978 canvassed the 1. returns of the aforesaid election and found that the issuance of said Parking Revenue Bonds in the amount of $6,000,'00*0 had been approved, by a majority of the votes cast in,said election, in -2- provide for the issuance of the 1979 Bonds in registered form and to set forth all relevant provisions of the 1965 Resolution;. and WHEREAS, no approval of the holders of outstanding 1965 Bonds and 1967 Bonds are required in respect of the.amendment of the 1978 Resolution as moneys for the payment in full of such bonds have been provided and, accordingly, the rights of such holders.will not be impaired thereby. NOW.,. THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, THAT: Section 1. Resolution No. 78-15748 of the Commission passed and adopted on October 19, 1978, be and it hereby is amended.in its"'entirety and the.text of said amended Resolution shall read as set'for_th in Exhibit A attached hereto and incorporated herein by reference. This Resolution No. 78-15748, as amended, has.been in full force and effect.since October 19, 1978 and continues to be in full force and. effect. - Section 2. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 14th .day of March, 1984. Attest: City C erk . FORM APPROWD, LEGAL DEPT. LL'40 1 provide for the issuance of the 1979 Bonds in registered form and to set forth all relevant provisions of the 1965 Resolution;. and WHEREAS, no approval of the holders of outstanding 1965 Bonds and 1967 Bonds are required in respect of the.amendment of the 1978 Resolution as moneys for the payment in full of such bonds have been provided and, accordingly, the rights of such holders.will not be impaired thereby. NOW.,. THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, THAT: Section 1. Resolution No. 78-15748 of the Commission passed and adopted on October 19, 1978, be and it hereby is amended.in its"'entirety and the.text of said amended Resolution shall read as set'for_th in Exhibit A attached hereto and incorporated herein by reference. This Resolution No. 78-15748, as amended, has.been in full force and effect.since October 19, 1978 and continues to be in full force and. effect. - Section 2. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 14th .day of March, 1984. Attest: City C erk . FORM APPROWD, LEGAL DEPT. EXHIBIT A RESOLUTION NO. 78-15748 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $6,000,000 PARKING REVENUE BONDS, SERIES 1984, OF THE CITY.OF MIAMI BEACH, FLORIDA, FOR THE PURPOSE OF ACQUIRING, IMPROVING AND EQUIPPING AUTOMOBILE. PARKING FACILITIES, AUTHORIZED AT AN ELECTION HELD ON OCTOBER 5, 1978; PROVIDING FOR THE SECURITY AND PAYMENT THEREOF; MAKING CERTAIN COVENANTS AND AGREEMENTS'IN CONNECTION THEREWITH; PROVIDING SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE WHEREAS, 'pursuant to an amendment to the Charter of the City of Miami Beach, Florida (the "City"), enacted by the Legislature of Florida in 1949 (Chapter 26029, Laws of Florida, 1949) (the "Ch-arter"), the City is authorized to acquire,improve and equip automobile parking facilities in the manner more specifically hereinafter provided, and to finance the.cost thereof through the issuance of revenue bonds, and under the amendment to the Charter of the City approved at the election on'November 8, 1966, adding Section 38 3/4 thereto, such revenue bonds can be issued in denominations of multiples of $1,00.0; and WHEREAS, the improvement and.extension of the Automobile Parking. Facilities (he.reinafter defined) of the City are urgently needed for the benefit andwelfare of the ' inhabitants of the City and the City Commission -of the City of Miami Beach, •Flori.da (the "Commission") has caused studies and estimates to be made and has determined that the revenues to be derived'by the City from the operation of its Automobile Parking Facilities will be sufficient to pay the expenses of operating and maintaining the Automobile Parking Facilities.and to pay principal of, and interest on the bonds -hereinafter authorized and to establish necessary reserves for cont i ngenc i.es ; and • y EXHIBIT A RESOLUTION NO. 78-15748 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $6,000,000 PARKING REVENUE BONDS, SERIES 1984, OF THE CITY.OF MIAMI BEACH, FLORIDA, FOR THE PURPOSE OF ACQUIRING, IMPROVING AND EQUIPPING AUTOMOBILE. PARKING FACILITIES, AUTHORIZED AT AN ELECTION HELD ON OCTOBER 5, 1978; PROVIDING FOR THE SECURITY AND PAYMENT THEREOF; MAKING CERTAIN COVENANTS AND AGREEMENTS'IN CONNECTION THEREWITH; PROVIDING SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE WHEREAS, 'pursuant to an amendment to the Charter of the City of Miami Beach, Florida (the "City"), enacted by the Legislature of Florida in 1949 (Chapter 26029, Laws of Florida, 1949) (the "Ch-arter"), the City is authorized to acquire,improve and equip automobile parking facilities in the manner more specifically hereinafter provided, and to finance the.cost thereof through the issuance of revenue bonds, and under the amendment to the Charter of the City approved at the election on'November 8, 1966, adding Section 38 3/4 thereto, such revenue bonds can be issued in denominations of multiples of $1,00.0; and WHEREAS, the improvement and.extension of the Automobile Parking. Facilities (he.reinafter defined) of the City are urgently needed for the benefit andwelfare of the ' inhabitants of the City and the City Commission -of the City of Miami Beach, •Flori.da (the "Commission") has caused studies and estimates to be made and has determined that the revenues to be derived'by the City from the operation of its Automobile Parking Facilities will be sufficient to pay the expenses of operating and maintaining the Automobile Parking Facilities.and to pay principal of, and interest on the bonds -hereinafter authorized and to establish necessary reserves for cont i ngenc i.es ; and WHEREAS,,,the 1965 Bonds and the 1967 Bonds -have been issued., and subsequently.have h eretofo're.bee.n called for redemption and all such bonds have been redeemed or moneys sufficient to pay the principallp redemption premium, if any, and interest due thereon are held by Chemical Bank, the paying agent for the 1965 and 1967 ,.Bonds; and WHEREAS, the city Commission of the City of Miami Beach,. Florida -(the "Commission") on October 19, 1978 passed and adopted Resolution No. 78-15748 (the 111978 Resolution") authorizing the issuance of $6,000,000 principal amount of Parking Revenue Bonds, - Series 1979, (the 111979 Bonds")'for the purpose of paying part of,. the cost of acquiring additional automobile parking facilities for the City, (automobile parking facilities for .the purposes of such resolution being defined as any lot or lots, buildings and structures, above, at or below the surface of the street or earth, either on the street or off the, street,, or both, including parking meters, equipment, entrances, exits, fencing and all other accessories necessary or desirable for the regulation., control and the parking of vehicles, either on the street or off the street), including reimbursement of the City for expenditures previously made by the City for said facIlities; and WHEREAS, the 1979 Bonds were validated on March.l. 1979, by the Circuit Court of Dade County in Case No. 79-1867atan interest rate not 'to exceed 7-1/2%; and WHEREAS, the 1979 Bonds were revalidated on November 13, 1980 by.the.Circuit Court of Dade County in Case No. 80-17168 at .an interest rate not to exceed 10%; and WHEREAS,the Commission has determined that.it is in the best interests of the City to issue the 1979.Bonds and does hereby determine that it is necessary to amend the 1978 Resolution in;its ,entirety in order, among other things, to sa which the' qualif ied elector -s residing in said City -participated, and 'declared and recorded, in the manner prescribed by. law, the result of said election and canvass. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE - CITY OF MIAMI BEACH, FLORIDA: SECTION 1. AUTHORIZATION There are hereby authorized to be issued Parking Revenue Bonds, Series 1984y -of the City in the a . ggregate principal -amount not to exceed $6,000,,000 (the "Bonds") for the purpose of paying part of_. the cost of acquiring additional Automobile Parking.Facilities and of equipping and improving Automobile Parking Facilities for.the City (Automobile Parking Facilities for the purposes -of this Resolution being defined as any lot or lots, buildings and structures, above, at or below the surface of the street or earth, either on the street -or off the street, or both, including parking meters, machinery,, equipment, entrances, exits., fencing and all other accessories, necessary or'desirabl-e forthe regulation, .control and the parking of vehicles, either on the street or off the street), including reimbursement of the City, for, expenditures previously made by the. City for Automobil-e Parking Facilities ' (the "Project"), all.of which, Automobile Parking Facilities shall .comprise part of the System (as, hereinafter defined). For the purpose of this Resolution reference to "the System." shall be understood to refer to all Automobile Parking Facilities owned, leased or operated.by the City at any time while any of the.Bonds or parity bonds herein authorized may be outstanding and unpaid, including specifically but without limitation, all parking meters or other equipment, machinery or devices for obtaining revenue from street parking,. parking lots,"garages, buildings and.other..facilities, equipment and accessories used or useful -in. connection therewith which provide public parkihg,-and all -intangible property of every nature used in connection -with -3- the operation'of such Automobile Parking Facilities, including franchisesf,licensest leases, contracts and agreements; provided, however' that in the event the Commission determines to acquire and construct additionalAutomobileParking Facilities in connection with any expansion, reconstruction or improvement of the Miami Beach Convention Center (the "Convention Center Parking Facilities") it may'determine at the time of the adoption of the resolution authorizing the acquisition and construction thereof, that all or any part of the Convention Center Parking Facilities shall not be deemed part of the System for the purposes hereof. SECTION 2. DESCRIPTION OF BONDS, The Bonds shall be in the denomination'of $5,,000.or anyintegral multiple thereof, shall bear interest at such rate or rates, not exceeding ten percent (10%) per annum, to be determined upon the sale thereof,, payable semiannually, shall be numbered, shall be dated, and shall mature on such date and -in such years and amounts, but not exceeding twenty (20) years from the date of initial issuance 'of the Bonds, As shall b - e,determined by subsequent resolution of the City adopted on or prior to the date of sale thereof.' The Bonds shall be. lettered -"A" and. bear the last two digits of the year -of maturity,of such Bonds. All Bonds of the same year of maturity shall be numbered consecutively from one (1) upwards in order of issuance. Any series of parity bonds issued thereafter shall be designated as provided above, except that such series of bond shall be lettered progressively from the letter "B" in the order in which such series are issued. If more. than one fully -registered bond of a series is issued in a simultaneous transaction, such bonds shall be numbered in such manner, consistent withtheabove, as the -Registrar shall determine. The principal of, redemption premium, if any, andthe interest and.redemption premi-um (if any-) on the Bonds shall be -4- 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. The interest on the Bonds is payable by check or.draft drawn on a bank or banks to be. designated by the City as paying agent prior to.the issuance thereof (the "Paying Agent") and the principal thereof and the redemption premium, if any, are payable at the principal corporate trust office of the Paying Agent, or at the.principal corporate trust office of its successor 'as paying agent. SECTION 3. EXECUTION OF BONDS. All the Bonds shall be executed on behalf of the City by the manual or facsimile signature of the Mayor of the City and by the manual or facsimile i signature.of. the City Clerk or any Assistant City Clerk, and a facsimile of its seal shall be imprinted thereon. If any of the ..officers who shall have signed any of the Bonds or whose facsimile signature shall be upon the Bonds shall cease to be such officer of the City before the Bonds so signed and sealed shall have been actually authenticated by the Registrar (hereinafter defined) 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 nominal date.of such Bond any such person shall not have been such. officer of the City. The validation certificate appearing on said Bonds shall be executed with the facsimile signature of the Mayor. -5- SECTION 4. NEGOTIABILITY AND REGISTRATION,. The Bonds, issued hereunder shall be and shall have all of the qualities and incidents of negotiable instruments under the laws of.1the State of Florida, 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 incidentsof negotiable instruments under the laws of the State of Florida. By subsequent resolution, the City shall duly appoint a registrar for the Bonds (the "Registrar") and there shall be kept by the Registrar at its principal corporate trust office books for the registration and transfer of Bonds, and the City shall, appoint the Registrar its agent to keep such books and make such. registrations and transfers under such reasonable,re,gulations.-as the' City or the Registrar may prescribe; and the Registrar shall register or transfer or cause to. be registered or transferred thereon, as.hereinbefore provided, any Bonds, upon presentation thereof -at such office. ..The Bon'ds.may, be transferred on the registration books required to be kept pursuant to this section by.the registered owner in,person or by his duly authorized attorney, by proper written instrumentoftransfer in form and with guarantee of signatures 'satisfactory to the Registrar.: Upon such surrend6r a new fully-register.ed Bond of the same maturity and in the same aggregate principal amount and bearing the same rate of interest will be issued to and -'in the name of the transferee. Such transfers shall be without charge to the registered owners of the Bonds,, but any taxes or other governmental charges required -to be paid with respect to the same.shall be paid by the registered owner requesting such transfer as a.condition precedent to the exercise of such privilege, a M. The Registrar shall not be required to transfer or exchange any Bond after the mailing of notice calling such Bond or portion thereof for redemption has been given as.provided in this. Resolution, or during the period .of 15 days next preceding the mailing of such notice of redemption. Every Bond,, -except Bonds originally issued, sold and delivered hereunder (which Bonds shall be dated as provided in a subsequent resolution of the Commission), shall be dated the interest payment date last preceding the date of its 'authentication (except that if,any Bond shall be authenticated on any interest payment date, it shall be dated'as of such interest payment date). Every Bond shall bear interest 'from the original issue date of such Bond. Each Bond delivered pursuant to any provision of this Resolution in exchange or substitution for, or.upon the transfer of the whole or any part of one or more other Bonds, shall carry all of the rights to interest accrued and unpaid .and to accrue which were carried by the whole or such part, as the'case may be, of such one or more other Bonds, and notwithstanding anything contained in this Resolution to the contrary, such Bonds shall be so dated or bear. such notation, that neither gain nor loss in interest shall result from any such exchange, substitution or transfer Every exchange or transfer of Bonds under the foregoing provisions shall be effected.in such manner as may be prescribed by the City or pursuant to its authorization, with the approval of the Registrar. The person in whose name any Bond shall be registered on the— books maintained pursuant to this section may be deemed and treated as the absolute owner thereof, whether or not such Bond ..shall be overdue, -and the city, the Registrar, the Depositary _7_ (hereinafter defined) 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 r 's uch 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. The City in issuing the Bonds may use 11CuSIP11 numbers (if, ,then generally in used, and the Registrar shall use such "CUSIP" numbers in notices of.redemption as a convenience to -the registered owners of the Bonds, provided that any such notice shall state that no representation is made as to the correctness . of such numbers either as printed on the Bonds or as contained in. any notice of redemption and that reliance may -be placed only on the identification numbers prefixed "All printed on the Bonds. SECTION 5. FORM OF BONDS. The form of the Bonds,, as well as the manner of execution of Bonds and the certificates of validation, authentication and transfer shall be substantially as follows: CITY OF MIAMI BEACH, FLORIDA PARKING REVENUE BOND SERIES 1984 A' - Interest Rate Maturity Date Registered Owner .9 Principal Amount M -I'm Issue Date CUSIP Dollars The city of Miami.Beac',"hi, 'Florida,, a political subdivision of the State of Florida (the "City"), for value received,- hereby promises to pay to the Registered owner her,e'o.f on the date shown hereon, unless this bond shall have been called for earlier redemption and payment of the redemption price shall have been duly made or provided for, .upon surrender hereof, the principal hereof, solely from the revenues hereinafter specified, and to pay -to the Registered Owner h6reof'at the close of busine-ss on the Record Date (hereinafter defined),, whether or not a business day,,*inte'rest thereon, solely from said revenues, from 19 until payment of said principal sum has been made or provided for,, at the annual rate shown hereon on the first days of and in each year, commencing Record Date, for the purposes hereof,. shall mean the fifteenth day of the calendar -month next preceding any interest payment date. The interest on this bond is payable by check .car draft drawn .on the paying agent (the "Paying Agent") hereinafter mentioned and the principal hereof and the redemption premium, if any, are payable at the principal corporate trust office of the Paying Agent, or at the duly designated office of any duly appointed alternate or successor paying agent. 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 said bonds issued in an aggregate principal amount not to exceed $6,000,000,, each of like tenor (except as to date,,. amount, -date of maturity, rate of interest and provision for redemption),, designate.d "City of Miami Beach, Florida, parking Revenue Bonds, Series 198411 (the "Bonds"),, issued by said City for the purpose of acquiring, equipping and improving automobile parking facilities in the City of Miami Beach,, Florida (the "Project"), and more particularly described in Resolution No. of -the City Commission of said City, passed and adopted on (the."Resolution") under the authority of and in full compliance with the Constitution and Statutes of the State of Florida,'including Chapter 100, Florida Statutes (1983), as amended, and other applicable provisions of law, and has been duly authorized and approved by'a majority of the.votes cast in an election in which the qualified electors residing in said City participated, which said. election was -called and held and 'the result declared and recorded in the -manner prescribed by law. This bond and the issue of which it is a part, and such other bonds -as may be hereafter issued on a parity therewith, are payable solely, as to principal, redemptionpremium, if any, and .interest from the revenues derived by the City from the operation of.certain automobile parking facilities designated in the Resolution, including both off street parking and metered on street parking, and it is provided in the Resolution that the City shall fix and maintain -rates and collect -charges for the use of its off street and on street parking facilities which will be fully sufficient at all times to pay the expenses of operating and maintaining such facilities, to provide -for the prompt payment of principal of and interest on the Bonds. as each falls due, to provide such reasonable fund for. contingencies as is required by the Resolution -authorizing the Bonds and to f and and maintain a Renewal and Replacement'Fund. Parking revenues in excess .of amounts required for the aforesaid purposes may be utilized by the City for any other lawful purpose. For a statement of the covenants, terms and provisions securing the Bonds of the issue of which this is. one, including statements of the right of the City of Miami Beach to issue additional bonds on a parity herewith and to utilize parking revenues for other purposes and the terms under which said resolution may be amended .with the consent of the holders of seventy-five per cent `(75%) in -10- principal -.amount of the Bonds and parity bonds S' issued.thereunder, reference, is made to.the Resolution, The Bonds shall,be subject to redemption prior to their respective stated dates of maturity, at the option -of the City, in'whole, at any time, or in part, in inverseorderof maturities, and by lot within maturities (if lessthanall of the Bonds of any one maturity shall be.called for redemption) on any interest payment date, on and after 19 at the redemption prices (expressed as percenta ges of principal. amount) set forth below, plus accrued 6crued interest to the redemption date, as follows: [INSERT REDEMPTION PRICESCHEDULEAND OTHER REDEMPTION PROVISIONS ESTABLISHED BY SUBSEQUENT RESOLUTION] Any redemption underanyof the preceding paragraphs shall be made upon not less than thirty (30) days' written notice to the registered owners of the Bonds. If the City.deposits with the Paying Agent funds,.evidenced by moneys or government obligations the principal of and interest on which,,- when due, will be-sufficient'to pay the principal or redemption price,o'f any Bonds, by call for redemption, or otherwise, together with. interest accrued -to the due date,,, in accordance with .the terms of the Resolution,' interest on such Bonds.will cease to accrue on the due date or earlier redemption date, and thereafter the. holders will be restricted to. the funds so deposited as -provided in the Resolution. This. bond is transferable as provided in the Resolut.lon, only, by the Registered owner hereof or his duly authorized attorney at the principal office of who has been duly appointed by,the Cityasregistrar for the Bonds (the "Registrar"), upon surrender of this bond, accompanied.by a duly executed instrument of—transfer in form and with guarantee of -11- signature satisfactory to the Registrar. Upon such surrender, a new fully -registered bond of the same maturity and in the same aggregate principal amount and bearing the same rate of interest will be issued to and in the name of the transferee. The Registrar shall not be required to transfer or exchange any bond after the mailing of notice calling.such bond or portion thereof for redemption has been given as provided'in the Resolution or during the period of 15 days next preceding the mailing of such notice of redemption. Each bond delivered pursuant to any provision of the Resolution in exchange or substitution for_, or upon the transfer of the whole or any part of one or more -other Bonds, shall carry all of the rights to interest accrued and.unpaid and to accrue that were carried by the whole or such part, as the case may be, of such one or more other Bonds, and notwithstanding anything contained -in the Resolution, such Bonds shall be so dated or bear such 'notation, that neither gain nor loss in interest shall result from any such exchange, substitution or transfer. The City, pursuant to recommendations promulgated by the Committee on Uniform Security Identification Procedures, has caused CUSIP numbers to be printed on the Bonds and has directed the Registrar -to use CUSIP numbers in notices of redemption as a convenience to registered owners of .the Bonds. No representation is made as to the accuracy of such numbers either'as printed on the Bonds or as contained in any notice of redemption and reliance may be placed only on the identification number prefixed "A-" printed hereon To the extent permitted and as provided in the Resolution authorizing the issuance of the Bonds, .modification of the contract created by said Resolution and of the rights of the registered owners of the Bonds thereunder may be made with the -12- consent of the registered owners of not less than seventy-five percent (75%) in principal amount of the Bonds then outstanding; provided, howeverr, that, without the consent of the owners. of all Bonds then outstanding, no such-modificiation or amendment shall permit a change in the maturity of any Bonds or a change in the rate of interest thereonj or in the amount of the principal obligation or modify the terms of payment of principal or of interest on the Bonds or impose any conditions with respect to such payment or affect the rights of the registered owners of fewer than all of the Bonds outstanding'r or reduce such percentage of registered owners of such Bonds required for. consent to such modifications or amendments. The City, the Registrar, the Paying Agent and the Depositary (as defined in the Resolution) may deem and, treat the per's.on 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 Depositary shall be affected'.. by'any notice to the contrary. 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 l precedent to and in the issuance of this bond have happened, do exist and have been performed as so required. ired. This bond does not constitute an indebtedness or pledge of the general credit of the City of Miami Beach within the. meaning of any constitutional or'statutory provision limiting the incurring of indebtedness. This bond is not valid unless the Registrar's Certificate of Authentication endorsed hereon is duly executed. -13- y IN WITNESS WHEREOF, the City of Miami Beach, Florida has caused this bond. to be executed in its name and on its behalf by the manual or facsimile signature of its Mayor and the facsimile of its seal to be printed .hereon and attested .by the manual or facsimile signature of its City Clerk or any Assistant City Clerk and has caused this bond to be dated , 19 : [SEAL] CITY OF MIAMI BEACH, FLORIDA By• Attest: [Assistant] City Clerk v� Mayor (FORM OF STATEMENT OF VALIDATION) STATEMENT OF VALIDATION This bond is.one of.a series of Bonds which were validated by judgment of the Eleventh Circuit Court of the State of Florida , in . and , for Dade County, ' rendered on November 1.3, 1980. No appeal has been taken therefrom and the time for taking such appeal has expired. Mayor (FORM OF REGISTRAR'S CERTIFICATE OF AUTHENTICATION) REGISTRAR'S CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds of the series designated .herein, described in the within -mentioned Resolution. Printed on the reverse hereof is the complete text of the legal opinion of Morgan, .Lewis & Bockius., Miami, Florida, Bond Counsel, delivered' on and dated the date of the original delivery of the Bonds, an executed original.of which is on file with the undersigned. As Registrar By: Authorized -Officer -15- _ r CERTIFICATE OF TRANSFER FOR VALUE RECEIVED, , the undersigned hereby sells, assigns and transfers unto (Tax Identification or Social Security No. ) the within bond, and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within bond.on the books kept for registration thereof, with full power of substitution in the premises, Dated: NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within bond in every particular, without 'alteration or enlargement or any change whatever. _16_ SECTION 6. (a) PLEDGE AND FLOW OF FUNDS, From and after the issuance of any of the Bonds, 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 suppliable by the City to use I rs of the System, and all rents received by the City from the rental of space comprising any part of the System, including receipts from concessionaires, but excluding any revenues. der. ived from the sale of advertising privileges, (which income and revenue .are hereinafter sometimes referred to as "the Revenues"), subject only to the prior payment of the reasonable and necessary expenses of operating and maintaining the System, are hereby pledged for the payment of the principal of, redemption premium, if any, and interest on the Bonds and any additional bonds issued under the Resolution; . and, as security for its obligation to'make the payments and deposits herein required, the City hereby grants to the Depositary, . for the benefit of the holders or owners from time to time of the Bonds and any additional bonds issued hereunder, reunder, subject only to the prior payment of the reasonable and necessary expenses of operating and maintaining the System, a security interest,in-all existing and future accounts, chattel paper*,, documents, instruments and general intangibles of'the City which constitute Revenues. Upon receipt thereof, the City shall forwardtothe Depositary (hereinafter defined), on a daily basis, all Revenues and the Depositary shall deposit, apply and transfer the same,,.as follows: (i) OPERATION AND MAINTENANCE FUND There is hereby created, and there shall be maintained by the Depositary,, a .-separate fund into which the Depositary shall deposi-t, monthly,, all of the Revenues received during such month, until the amount so deposited therein shall equal one. -third (1/3) of the budgeted expenses of operating and maintaining the System during the next -17- succeeding Quarterly Period (hereinafter defined),* plus, if applicable, one-third (1/3) of the amount by which the deposits. so made to such'fund'in respect of operation and maintenance expenses for the immediately preceding Quarterly Period were less than the actual expensespaidfrom such fund. Said fund shall be designated the "Operation and Maintenance Fund." For the, purposes of,this Resolution, Quarterly Period shall mean any of the three month periods commencing and The money in,the operation and Maintenance Fund shall be used: (1) to p . ay the then current expenses of operating and' maintaining the System., including the maintenance of a petty, cash fund in such amount as may be reasonably required for the proper and'efficient operation of the System, not in excess'of $500, or such greater amount as, from time. to time, may be approved by . the Commission; (2) for paying the cost of repairs, renewals, and replacements to the System normally classified as maintenance and operation expenditures and contemplated to be made as such in the annual budget of the System for the year in which they are made.; and ( 3 ) for payment of the cost of insurance and the fees of the Depositary, Registrar and the Paying Agent for the Bonds. on or before the date of the issuance of the first ofthe Bonds, such amount of the funds held.by the City for the credit of the, System as may be certified by the manager of the System as necessary to pay operation and maintenance expenses during (a) the then current Quarterly Period and (b)(i) one-third of the budgeted expenses for the next succeeding Quarterly Periodl',if the date of issuance falls within the first month of a'Quarterly Period, or (ii) two-thirds of the budgeted expenses for the next .succeeding Quarterly Period, if the date of.issuance ,falls within the second month.of a Quarterly Periodr or (iii) all of the budgeted expenses for the next succeeding Quarterly Period, if -18- the date of issuance falls within the last month of a Quarterly Period,, shall 'be transferred to the Depositary and placed in the Operation and Maintenance Fund. 'On. said issuance date, and thereafter, on or before and 1 of each year,. the manager of the System shall certify to theDepositarythe amount of money which heestimates will be required to pay the cost of operating and maintaining the System.during the next and the next succeeding Quarterly Periods, including equitable allowances for accruals and accumulations of accruals of amounts to cover the cost of p . eriodic payments of operating expenses such as insurance premiums, expenditures for normal repairs, renewals and replacements pavable.as maintenance and operation expenses under the foregoing provisions of this section, and including -the payment o,f bills for materials and supplies which may become payable during each month. BOND AND INTEREST FUND There is,hereby created and_ thereshall be maintained by the Depositary a separate fund to be known as the "Parking Revenue'Bond and Interest Fund" (hereinafter sometimes called the "Bond Fund"). There shall be paid into,said fund, simultaneously with the issuance of the Bonds, all accrued interest received from the purchasers of'the� .Bonds herein authorized and any additional sum of capi-talized, interest funded in the issue or otherwise provided. After there shall have been transferred to the'Operation and Maintenance Fund the aforesaid amounts, the Depositary shall transfer to the Bond Fund in each month,, in not less than equal monthly installments,, amounts sufficient to accumulate in the Bond Funldf'on or before each interest and principal payment date (including mandatory redemption dates, if any.) of the Bonds a sum equal to such principal and interest payments. There shall also be created in the Bond Fund a separate account.which shall be designated the "Reserve Account". -Moneys I shall be deposited in the Reserve IME J r . Account until the sum therein.is equal to the highest future annual principal and interest requirements of the Bonds.' At the option of the Commission, as determined by resolution adopted prior to.the issuance of the Bonds, the Reserve Account shall be fully funded on the date of issuance of the Bonds or sums shall be accumulated therein in equal monthly installments sufficient :to ensure that it will be fully funded within sixty (60) months after the date,of issuance. of such Bonds. 'The money in the Reserve Account shall be retained and used only for the payment of principal of or interest*on Bonds and parity bonds becoming due at any time when there would be a default if money were not so used. Any payments made from the Reserve Account to prevent default shall be promptly reimbursed to said account from the first Revenues of the System thereafter received and not required for operation and maintenance or for the making of the payments. currently required to be made into the Bond Fund. Interest earned on the investment of moneys held in the Reserve Account, to the extent not required to be transferred to the Bond Fund as aforesaid, to be retained in the Reserve Account to restore.said Account to the required level, or to be transferred to the Construction Fund or the Renewal and Replacement Fund as hereinafter provided, shall be.deposited by the Depositary from time to time, when and as earned and received,'into the Bond Fund and applied as a credit against the next, succeeding required Bond Fund deposits. The Depositary shall value the investments in the, Reserve Account at least annually at the then current market value thereof and if it is determined that the balance held in said Account.has fallen below the required level, such deficiency shall be restored in the manner as set forth above in respect of deficiencies in such Account.cr,eated by withdrawals therefrom. If in any month the Revenues of the System shall be.insufficient to permit the paying into the Bond Fund'of the full amount herein required.to be made into such fund in such month, the deficiency -20- shall be remedied from the first Revenues available for such purpose in the succeeding month or months, it shall be the duty of the Depositary, not later than the date on which principal.of or interest on the Bonds payable from the Bond Fund shall fall due,, to transfer from the Bond Fund to the Paying Agent a sum sufficient topay the amount which will fall due on such d I ate. RENEWAL AND REPLACEMENT FUND From the Revenues remaining in each month after the payments above required have. been made into the operation and Maintenance Fund.and into, the Bond Fund, and after all deficits which may exist in the making of the required payments into the Bond Fund have been remedied, there -shall be set aside in a fund to be known as the "Renewal and Replacement Fund" the sum of. $1,000 whenever. and to the extent necessary to accumulate and maintain in said .fund the sum of $125,000. Simultaneously with or prior -to delivery of the Bonds herein authorized, the City shall deposit in said Renewal .and Replacement Fund the sum of $100,000 from legally available sources. The obligation to make such payment shall be cumulative, andanydeficiency in any month shall- be remedied in subsequent months from Revenues not requi-red to be paid into the Operation and Maintenance Fund or the Bond Fund. Money in the Renewal and Replacement Fund Shall be used for the purpose of making major renewals, replacements or repairs to the System, the cost of-whi.ch _. would not be properly classified as a normal maintenance and operation expenditure. It is understood tnat tne Renewal and Replacement Fund shall be considered a depreciation fund within the meaning*of Section 38-1/2 of the Charter of'the City and the . Commission.hereby.finds and determines that the sums required by this Resolution, to' be deposited therein are sufficient to assure 'adequate and efficient service to the public. Money in said fund may and shall also be used for the purpose of paying principal of or interest on Bonds payable from the Bond Fund becoming due at any time when there is insufficient -21- money in the Bond Fund for such payment and default would occur, if the money were not so used. (iv)SURPLUS REVENUES. All Revenues received.by the Depositary in excess of amounts required to be deposited in the Operation and Maintenance Fundi, the Bond Fund or the Renewal and Replacement Fund shall be deposited in a special fund which is hereby'createdo, which shall be maintained by the Depositary and, which shall be designated the Surplus Fund. One-half of the revenues remaining at the end of any Fiscal Year (hereinafter defined), after all payments hereinabove required to be.madein such year, have. been made and after all deficiencies existing from previous years have been remedied, shall be regarded as surplus and shall be transferred to -the General Fund of the City and used for any lawful purpose. one-half of such revenues shall be retained in the Surplus Revenue Fund and'shall be used, at thea option of the City,, to pay'the cost of any additions, expansions' or improvements to,the System (upon compliance with the. requisition procedure set forth in Section 10 hereof) or to purchase or.redeem any bonds issued hereunder. Fiscal'Year,�for the purposes herein shall mean an the twelve month period commencing. January 1 of each year. (b) THE DEPOSITARY AND INVESTMENT OF MONIES. By subsequent resolution, the City shall.duly appoint a'depositary and custodian of the Revenues (the "Depositary") to perform the duties of the Depositary hereunder. If the Depositary shall at any time after the issuance of any of the Bonds resign or become incapable of acting as Depositary, notice shall be given to the City Clerk and a successor depositary shall be named. The City may name as successor depositary any bank in the City of Miami Beach or in the City of Miami, which is a member of the Federal Reserve System, and if' no bank in either city is qualified and willing to serve, then any other bank in the State ofFloridamay be named. All of the Revenues received by the.Cityfrom day to day shall be deposited in the Depositary. All money so held,by the Depositary shall be held as special and not general deposits, and all money I held in all *funds 'created ,hereunder, until expended or applied as herein provided, shall be held as special trust funds,, and shall be secured in the manner and to the extent required for deposits of public funds pursuant to the laws of the State of Florida, the -beneficial interest in which shall be in the registered owners of the Bonds then outstanding, subject, in the case of the Operation and Maintenance Fund and the Renewal and Replacement -Fund., only to the.p r ior payment of,the reasonable and necessary expenses of operating and maintaining the System. All money held by the Depositary in the Bond Fund (except money held in the Reserve Account) in excess of the amount guaranteed by the Federal.Deposit Insurance Corporation shall be secured either (a) ,by placing with the trust department of the Depositary, or with, another depositary 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'Governmenty or other marketable securities eligible as security for the deposit of trust funds under regulations .of the .''Board of Governors of the Federal Reserve System, having a market value (exclusive of accrued interest) at least equal to the amount of, such deposit, or (b) in such other manner as may then be' required by all applicable state or federal laws and regulations regarding the security for or granting preference in the case of the deposit -of trust funds. All or any part of the money in,t he Operation and Maintenance Fund, the Reserve Account of the Bond Fund,, the Renewal and 'Replacement Fund and the Surplus Fund shall,, at the request of the City, be invested'by the Depositary in.such,investments as may be permitted by state law-or'the Charter with respect to the investment of City funds. -23- i. 3 ' generally, provided such securities are eligible as security for the -deposit of trust funds under regulations of the Board of . Governors of the.Federal.Reserve System. All income and profits derived from such investments shall be added to the money in all said Funds and said Account shall be retained therein to the extent necessary to replenish any deficiency therein and, to the extent not'needed'for such purpose, income and.profits derived from investments in the Operation and Maintenance.Fund, the Reserve Account and the.Renewal and Replacement Fund shall be transferred to the Reserve Account and the Renewal and Replacement Fund.(in that order of priority) and when both said Account and said Fund are in their full required amounts, such income and profits.shall be deposited in the Bond Fund as a credit against the next required deposits therein. Income and profits,derived from investments in'the Surplus Revenue Fund shall be retained therein. Such investments shall, to the extent at any time necessary, be liquidated by the Depositary and the proceeds thereof applied to the purposes for which the account or fund is herein created. Investments held in each Fund or Account created hereby shall be valued annually at the then current market value thereof SECTION 7. MANAGEMENT -AND CONSULTING ENGINEERS . 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 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 manager for the System who shall have knowledge and experience in the -'operation of parking facilities and in the handling and analysis of 24- • vehicular traffic. Such manager shall 'prepare acomprehensive report within ninety (90) days after the close of each,Fiscal, Year,, which,report.shall contain therein, or be accompanied by,.a certified-copy.of an audit of, the preceding year's business, prepared-by.a certified public.accountant chosen by the City, and in addition theret o,.s.hall report upon the operations of the System during such preceding year, the.maintenance of ,the System, the adherence to budget and budgetary control provisions, the adherence to all the provisions of this Resolutiont and all other things having a bearing upon the efficiency and profitable operation -of the System, and.*shall include whatever criticism of any phase of the operation of the System the manager may deem 'proper, And such recommendation as to changes in operation and the making of repairs,, renewalsr replacements; extensions, bett.erments.and improvements as the -manager, may deem proper. Copies of such report shall be placed on file with the City Clerk and with the Depositary and shall be open to inspection by any registered owner of the Bonds. B. The City further agrees that if at any time Revenues de,rived from the operation of the.System prove to be insufficient to carry out the obligations required to be performed by the City hereunder and the -'City shall fail to pay into any of the funds herein created. the amounts herein required to'be so paid as such payments are due, the City will immediately select and retain,, during the period of default on such payments,, a recognized consulting.traffic engineer or a firm of consulting traffic engineers on a continuous basis for the purpose of providing engineering advice to the City in its operation of.the System. A consulting traffic engineer for the,purposes ofthissubsection shall.be understood to mean. an engineer having special knowledge and experience -in the construction and-operation.*of parking facilities and in the handling and analysis of vehicular traffic.' If at 'any time,, during, the .period 'of a payment default,, _-25- the registered owners of fffty=oheper cent (51%.) in principal, amount of the Bonds then outstanding hereunder shall file with the City Clerk a written instrument or concurrent written instruments requesting that the consulting traffic eng'ineer already appointed by the Commission be replaced'by the engineer or engineers named in such instrument, the Cilty-Clerk shall, so notify the Commission and it is agreed that. the Commission -will thereupon appoint and retain the consulting 'traffic engineer or engineers specified in such instrument. Any consulting traffic engineer retained by the City, shall be retained, and shall serve subject to termination by registered owners of Bonds, as, aforesaid, on thirty (30) days' written notice. The consulting traffic engineer shall prepare within ninety (90) days after the close of each Fiscal Year, a comprehensive report, which comprehensive report shall contain therein, or be accompanied by," a certified copy of an audit of" the preceding year's business prepared by a certified public accountant chosen. by the City and not unsatisfactory to the consulting traffic engineer,. and in addition thereto, shallreport upon the operations of the System.during such preceding year. -the maintenance of the properties, the efficiency of the management of the property, the proper and adequate keeping of books of account and record, the -adherence to budget .and 'budgetar,y 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 System, and shall include whatever criticism of any phase of the operation of the System the consulting trafficengineermay deem proper,, and such recommendation as to changes in operation and the making of repairs, renewals, replacements, extensions., betterments and improvements as the consulting traffic engineer - may deem proper., -Copies of such report shall beplacedon file with the , City Clerk, the Depositary and. the Registrar 'and shall be .open to M. .inspection by the registered holder of any of the Bonds. In the event of any substantial loss by fire or other, casualty, a consulting traffic engineer shall be engaged (if : not already engaged under this subsection'B) and -shall prepare a report covering the amount of.damage and making such recommendations ,as, to replacements as he- may deem desirable. It shall ' be the further duty of the consulting traffic engineer engaged under the provisions of this subsection B. to advise the'City in its appointment of a manager for the System and -the City agrees -that it,will not appoint anyone as manager who is unsatisfactory to the consulting traffic engineer. C. Not less than seventy -five. -(75) days prior to' the .' beginning of each Fiscal Year, the City covenants that it will cause the manager to prepare and submit to the Commission a "proposed budget" covering the anticipated Revenues, and balances in various funds and accounts including surpluses and anticipated expenditures of such Revenues, fund and account balances and surpluses for all purposes, including operation, maintenance, repairs, renewals and replacements, the hiring of employees, the contracting of services and debt service for the ensuing Fiscal Year, said proposed budget to be prepared in a form and shall cover such substantive matters. as may be recommended by the consulting traffic engineer, if such an engineer 'is then acting pursuant to subsection B, and, before the same is submitted to the Commission, it shall be approved by the consulting traffic engineer. If a consulting traffic engineer is serving at the. time of the preparation of any proposed budget; the report thereon to the Commission shall also contain such recommendations as the consulting traffic engineer deems,appropriate for the location of any parking meters or the..relocation.of-existing meters or for other charges in the operation'of the System as in the opinion of the consulting traffic engineer can be effected -27- with. funds available for such purpose and as will be advantageous in -increasing the Revenues of the System. Simultaneously_with submitting such budget to the Commission, a copy of said budget shall be filed by the manager with the Depositary and the Registrar and a copy shall be mailed to any registered owner of the Bonds who may have so requested in writing. If at least forty-five (45) days prior to the beginning of such Fiscal Year the Commission,'by resolution adopted by a majority vote of its members voting, shall file with the City Clerk a notice of desire for a public hearing, the City Clerk shall call such public hearing. for not -later than thirty- (30), days prior to the beginning of the year and the Commission shall hold such public hear i.ng, and shall at such meeting adopt f inally a" budget for the ensuing Fiscal 'Year,, at which hearing any registered owner, of the Bond's, the consulting traffic engineer -and any member of the Commission may appear and be orally heard and file written comments. In, the event no special public hearing is called, the Commission shall adopt the budget substantially as proposed not later than thirty (30) days prior to the beginning of the Fiscal Year, copies of which shall be provided the manager and the consulting traffic engineer. The total of the expenditures under each class.*of Revenues, funds, or accounts in any Fiscal Year shall ;not exceed the total-of'such expenditures so set forth in the budget nor "shall it exceed such les,ser amount of the Revenues, or fund or account balances actually available for such expenditures; provided, however, that expenditures in excess of budgeted amounts may be made from available Revenues, or fund"or account balances, in excess of budgeted"amounts upon approval by . the" Commission of a revised budget authorizing such increases., If, for any reason,. a budget shall not have been finally approved .and.adopted before"the commencement of the Fiscal Year, the ,..budget for the preceding Fiscal Year shall control until the budget for. -such year has been approved and adopted.. 590 SECTION 8. COVENANTS The City covenants and agrees with the registered owners of.the Bonds herein authorized and such bonds as may in the future be issued .'on a parity therewith, that, so long as any of such bonds remain outstanding and. unpaid as. to either principal or interest: A. The City will maintain the System in good repair and working order and will operate it efficiently and will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Florida, including the setting of sufficient rates and charges for the use of the System, and the collection thereof, and the -segregation and application of the'Revenues of the System in the manner pro- vided in this Resolution. B. The City will fix and collect rates and charges for the use of the System fully sufficient to provide for the payment of the reasonable and necessary expenses of operating and main- taining the System, -to provide -for the payment, of interest on and principal of all obligations payable.therefrom, including the Bonds herein authorized, as and when the same become due and payable, and to make the payments into the reserve account in the Bond Fund and the Renewal and Replacement Fund hereinabove . required. C. The City will not per free parking or service to be supplied by the System to any person, firm or corporation or to any public agency or instrumentality, except that municipal officers and -employees may use such facilities free of charge only on.official City business, and any other persons using any part of the System for the parking of vehicles shall pay for such services the established rate or charge. D. The City will cause to be kept proper books of record and. account covering the operation of- the, System. The City will W cause such books to'be audited annually by an independent certified public accountant.or firm of accountants and will annually, within ninety (90) days after the close of each Fiscal Year, file with the Depositary -and the Registrar a copy. of such report accompanied by a certificate by said accountant or firm- showing-in.reasonable detail the'Revenues.and expenditures of the System ,for such year and the amounts held by the Depositary.. There shall. be.- included in said audit a statement of the number' of meters in each zone at the.end of the City's Fiscal Year, the average gross revenues derived from the meters in each zone in such year, and there shall be listed all changes in meter locations made during such year. Said statement shall be available at any reasonable time to the registered owner of any of.the Bonds or parity bonds or any user of the services rendered by the System. Within thir.t.y (30) days after. the close of each Quarterly.Period a statement of the Revenues and expenditures of' the System for such Quarterly Period and a balance sheet certified -by the manager.of the System and the City Clerk shall be prepared and filed with the Depositary. E. The City will maintain and carry, in respect of the. System,. adequate public liability and property.damage insur- ance.- Such insurance may be carried by the City of Miami Beach Self Insurance Fund as to the extent that such coverage.may adequately be covered by such fund as certified -by an.independent insurance consultant engaged by the City. F. 1. Except as provided herein, the City --will not sell, 1 -ease or in any manner dispose of the System or any.s.ubstantial part thereof until all of the Bonds .and parity bonds have been paid in.full as to both principal and interest (provided that this covenant shall not be construed to prevent the disposal by the City of property which in its judgment has.become obsolete or no longer useful in connection with the System). This covenant -30- is, subject to the further exception that any part or parts of the System other than the City streets, and the privilege to park thereon, may be leased by the City to private operators under such provisions designed to assure the return of an adequate ._income therefrom as may -be considered advisable by the Commission and, if a.consulting traffic.engineer shall have been theretofore retained under the provisions of this Resolution, approved by the .consulting traffic engineer; provided, however, that. -any lease.so entered into shall contain a covenant providing that it -shall be in force and effect. only so long as all- payments required to -be made under the provisions of this Resolution are being made promptly as herein prescribed, and -that any such lease shall, at the:. -option of the City, become void and of no effect if. the City shall at any time default in the payment of principal of or interest on any of the Bonds herein authorized. Al]. rentals and other consideration received by the City'by reason of such lease, or leases shall be regarded as Revenues of the System for all purposes of this Resolution. 2. Notwithstanding the foregoing provisions of subsection F.1, of this Section 8, if the City determines that any real property or structure constituting a part of the System has - become -inadequate, unsuitable or unnecessary, the'City will then have the right to demolish or remove such property and, to the extent permitted. by law, may sell.or otherwise dispose of all or a part o.f the same, i f : (a) the City shall construct, acquire, replace or substitute real property or structures having a fair market value at least equal to that of.the property'demolished or removed, or (b) the City shall not be required to construct or.acquire any real property or structures in substitution or in replacement thereof, if there is filed with the City. Clerk prior to such demolition or removal, a certificate approved by the City%Manager and the Commission, and, in respect of sub -section (ii) hereof only, in the event the estimated fair market value of the property to be -31- disposed of is more than $500,000 by a certificate of an -independent feasibility consultant or.consulting traffic engineer, stating (i) that no default has occurred and is continuing hereunder, or, if. any default then exists, that'the same will be cured by this action, and (ii) that the Net Revenues for the Fiscal Year next succeeding that in which such demolition or removal occurs will be sufficient'to enable the City to meet the rate covenant established by Section B.B. hereof. If -the City intends to replace the property disposed of or substitute- property -having an equivalent fair market value, as provided in subsection F.2.(a) of this Section 8, the proceeds resulting from any abandonment, sale or disposition of properties constituting the System shall be deposited to the credit of the Renewal and Replacement Fund. In the event that the City has complied with -the requirements_ of subsection F.2. (b) of this Section 8 and does not intend to replace or substitute property, then such proceeds shall be deposited to the credit of. the 'Reserve Account -and -the Renewal and Replacement -Fund (in that order of priority) to the extent necessary to satisfy any deficiencies therein, and�any proceeds in excess thereof shall be used to purchase or redeem bonds, issued hereunder.. G. The Bonds.shall enjoy complete parity of lien with respect to the Revenues despite the fact that any of the Bonds may.be'delivered at an earlier date than any other of the Bonds. The City; -will issue no other Bonds or obligations of any kind�or nature payable from or enjoying a lien on the Revenues having priority over or parity with the Bonds herein authorized; provided, however, that bonds may hereafter be issued on a parity with the Bonds herein authorized under the following conditions: 1. The Bonds.herein authorized and all parity bonds, or any part thereof, may be ..refunded and the ' refunding bonds so issued . shall enjoy complete equality of lien with the portion of'the bonds which.is not refunded, if any there be; provided that such refunding bonds are issued in compliance with subsection G:2. below; and the refunding bonds shall continue to enjoy whatever priority of lien -32- over subsequent issues as may have been enjoyed by the bonds refunded. 2. Additional bonds may be issued on parity with the Bonds for the purpose of constructing. or acquiring additions or improVements,to the System if all of the following conditions are satisfied; (a) There shall. have been procured and filed with the City Clerk a statement by an independent certified public accountant,or firm of, independent certified public account- ants of recognized reputation not.ift regular' employ of the City on a salary basis reciting the opinion that, based upon necessary investigation, the average annual NetRevenues (hereinafter defined) of the System for .the two -Fiscal Years immediately preceding the issuance of the additional bonds were at least. equal to one and -five tenths (1.50) times the combined interest and principal requirements for all bonds outstanding during such Fiscal Years4 (b) There shall have been,filed with the City Clerk a statement by an independent feasibility consultant or consulting traffic engineer engaged by the City reciting the, opinion that the average, annual Net Revenues of the System for. first three (3) full Fiscal Years immediately followingthe time at which such facilities as Are to be . acquired or constructed with the proceeds of the additional bonds become fully operational will be at least equal to one and five tenth's (1.50) times the combined interest and principal requirements for all bonds then outstanding And the proposed additional bonds, during, such Fiscal Years. .(c) The payments required to be made intothevarious accounts provided in Section 6 of this Resolution must be current. (d) The additional bonds shall'be payable as to principal and interest on the same dates on which the Parking Revenue Bonds.' Series 1984 authorized pursuant to Section 1., hereof are payable -as to principal and interest except that the first principal maturity or sinking fund installment with. respect to such ad - ditional bonds shall be on any interest payment date not more than six (6) months after the date on which the facilities to be provided with the proceeds of such additional bonds are reasonably anticipated to be full'erational. Top (e) The proceedings authorizing the additional bonds shall ' require that -the amount to be -.maintained in the, Re-se'rv*e Account in the Bond Fund established by this Resolution be increased to an amount not less than the -maximum future annual, principal and -interest requirement for - the then current or any future -33- Fiscal Year of -11 bonds then outstanding and said additional bonds. At the option of the City, as determined by subsequent resolution, such increase may be fun',ded from the proceeds of such additional bonds; or any other funds legally available therefor at the time of issuance of such additional bonds, or accumulated in equal monthly installments within -60 months after the date on which the facilities to. be provided are reasonably, anticipated to -become fully operational. (.f) Said proceedings shall require that the proceeds of the additional bonds must be ",used solely for paying the cost of improvements, additions, extensions, renewals, replacements or repairs to the System, or for refunding, or for the acquisition of existing parking facilities in the City, including, but not limited to, the payment of interest during construction or acquisition, and for a reason- able period thereafter, and all costs, fees and expenses incident thereto and incident to the issuance of such additional bonds (including the payment of principal, interest and redemption premium, if any, to the extent permitted by law). "Net Revenues" for the purposes of this Section B.G. shall mean all Revenues less (a) the reasonable and necessary expenses of operating and maintaining the System, (b) required deposits to the.credit of the Reserve Account of the -Bond Fund and the Renewal and Replacement Fund as provided in Section 6.hereof, and (c) sums sufficient to pay the principal of and interest.on all obligations payable from the Revenues as they become due and payable. H. Except to the extent that change of location thereof may be recommended by the System manager and the consulting _traffic engineer, if any, the City will maintain parking meters on all public streets where such parking meters are located on the date of the passage -of this Resolution; provided, however, that this covenant shall"not be construed to prevent changes in the location of such meters made necessary by street widenings or crossings or substitution*or changes in the location of meters to provide essential and necessary traffic regulation and control and which will not materially lessen the Revenues to be derived from the operation of such meters. -34- I. The provisions of this Resolution,shall constitute a contract between the City and the registered owners of the Bonds and after the issuance of any Bonds no change, variation or - alteration, in-the r- alteration.in-the provisions of this Resolution may be made except.in-accordance with.Section 9 hereof. The provisions of such contract shall be enforceable by appropriate proceedings to be taken by such.'registered owner or owners,..either at law or in equity. J. The City in operating the System .will *require all of its officials and employees who may be in -a position of authority.or in possession of any money derived from the operation of the System,- to obtain or be covered by a blanket fidelity or faithful performance bond, or independent fidelity bonds written by a responsible indemnity company in amounts fully adequate to -protect the City from loss. SECTION 9. AMENDMENTS AND MODIFICATIONS The registered owners of seventy-five percent ( 75%) in principal_ amount of the Bonds at any time outstanding (not including in any case any Bonds -which may then be held or owned by or for the account of the City), including all outstanding parity bonds, shall have the right from time . to time to consent to and approve the . adoption by the City,of a resolution or resolutions modifying or amending any of -the terms or provisions contained in this Resolution, provided, however, that this Resolution may not, without the consent of all of the Bonds -and parity bonds then ,outstanding be so modified or amended -in such manner as to: (a) Make any change in the maturity of the Bonds or parity bonds'. (b)Make any .change in the rate of interest borne by any of the Bonds or parity bonds. (c) Reduce the amount of the principal of any Bonds or parity bonds. Ad) ' Mod.if y. the terms of payment of principal of or interest on the Bonds or -35- parity bonds or :any of them or impose any conditions with respect to_such payment. (e) Affect the rights of the registered owners of fewer than all of the Bonds or parity.bonds then outstanding, 4 (f) Reduce the percentage of Bonds or parity bonds, the registered owners.of .which must consent to further amendments to, this Resolution. -Whenever the City shall propose to amend or modify this Resolution under the provisions of,thi's.section, it shall mail a notice of the proposed amendment to each registered owner of the Bonds and parity bonds -at the address set forth in the registra- tion book, maintained by the Registrar. Such notice shall briefly set forth,. the -nature of the proposed amendment and shall state that a copy.of the proposed amendatory resolution is on file in the office of the City Clerk for public inspection. Whenever at I any time within one year from the date of the mailing of said. notice, there shall be filed in the office 'of said City Clerk an instrument or instruments executed by he registered owners of the requisite percentage, in aggregate principal amount, of the Bonds and parity bonds then.outstanding as in this section provided, which instrument or instruments shall refer -to the proposed amendatory resolution described in said notice and shall specifically,indicate consent to and approval'of the adoption thereof, thereupon, but not otherwise, the Commission may adopt such amendatory resolution and,such resolution shall become effective.- If-the ffective. If-the registered owners of.the' requisite percentage, 'in aggregate principal amount, of the Bonds and parity bonds, outstanding as in this section provided, at the time of the, adoption of such amendatory resolution, or the predecessors in title of such registered owners, shall have consented to and, approved-the'adoption thereof, no registered owner of any Bonds or parity bonds whether or not such registered owner shall have a" consented to or shall have revoked any consent as in this section provided, shall have any right or interest to object to the r object to any of the adoption.of such amendatory or 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. Any consent given by the registered owner of a Bond or parity.boind pursuant to the provisions of this section shall be irrevocable for a period of six _months from the date of the mailing of the notice above prov ided for and shall,be conclusive and binding upon all -future registered owners of the same Bond or, parity bond during.such period. 'Such consent may be revoked at any time after six months from the date of the mailing of such notice by the registered owner who gave such consent or by a successor in title by filing notice of such revocation with the Clerk,, -but such revocation shall not be effective if the, registered owners of the requisite per'centage in aggregate principal amount,,..of the Bonds or parity bonds outstanding as in this'section defined have, prior to the attempted revocation, consented to and approved the amendatory'resolution'referred to in such revocation.' The fact and'date of the execution of any instrument under the provisionsofthis section may be proved by the certificate of any officer in any Jurisdiction who by the laws thereof is authorized,totake acknowledgements of deeds within such ur-indiction that the person signing such instrument acknowledged before him the execution thereof,, or maybe proved by an affidavit of a witness to such execution sworn to before such. officer. SECTION 10, USE OF BOND PROCEEDS The bonds herein- authorized erein'authorized shall bLo,sold at one time,or by partial issuance from time,,to'time'pursuant to such provisions theref*or*as may be made 37 L_ a in resolution or resolutions to be adopted by. the Commission, provided that no such sale shall be made at less than par and accrued interest. The Bonds so sold shall be prepared and. executed as soon as may be after sale and shall be thereupon delivered to the purchasers thereof upon payment in accordance with the terms of sale. The proceeds of sale shall be applied to payment of the costs of issuance and , the balance shall be deposited in the Bond Fund, the Reserve Account and the Construction Fund (hereinafter mentioned) as specified in a certificate executed on behalf of the City as of the date of, issuance of the Bonds. The amount stated in such certificate for deposit to the credit of the Bond Fund.and ,the Reserve Account shall -be in all respects subject.to the requirements of Section 6 hereof. A special fund or funds designated "Construction Fund" is hereby created and shall be maintained in one or more banks. Moneys shall be paid out of such Construction Fund, only upon, jrequisition therefor made by the City Manager in the manner required for the drawing of checks on general City funds, the requisition to be accompanied by a certificate by the City Engineer approving the making of the payment, and,.in cases where the requisition is for the payment for the purchase of.real estate, the requisition 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.. ,Pending their use, such proceeds may be invested in such investments as may be permitted by state law or the Charter with respect to investment of City funds generally, maturing not later than the date or dates. on'which,such proceeds are anticipated.to be needed for the purposes of this. Resolution. Any income. received upon such investment shall.be retained in the Construction Fund' and used for the construction of the Project. -38- # ItA_ r t. After.the completion of the improvements herein authorized, any remaining balance of proceeds of the Bonds shall be deposited into the Bond Fund and used solely to pay principal of, redemption premium, if'any, and interest on�the Bonds. - The registered owners of the Bonds .issued .hereunder, shall have no responsibility for the use of the proceeds of the Bonds, and the -use of such Bond proceeds by the City shall in no way affect the rights of such registered -owners, SECTION 11., INVESTMENT OF BOND PROCEEDS The proceeds of the Bonds shall be invested a,nd reinvested by the Finance Director of the City in such investments as may be permitted by state law.or.the Charter with respect to the investment of City funds generally, which shall mature, or which 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 Construction Fund or the Bond Fund are anticipated.to be required for .the purposes stipulated therein. Investments so. purchased for.the credit of either of the aforementioned Funds shall be deemed at all times to . be a part of said funds. ,I.nterest accruing on obligations so purchased as an investment of moneys in.either such Fund, shall be credited. to such Fund except during.the construction of the Project when interest earned on investment of moneys held in the Reserve Account, to the -extent not required to maintain said account at the required level, shall be deposited in the Construction Fund.. The Finance. Director .sh.all ' sell at the bestprice obtainable or present for redemption any obligations so purchased whenever it shall be necessary, in the -sole judgment .of the Finance Director, to do so in order to provide moneys to meet any payment or transfer from any such Fund. The Finance Director shall not -be liable or responsible for any depreciation in the value of any such obligation or for any loss resulting from the sale thereof. --39- SECTION 12. TEMPORARY BONDS Until bonds in definitive form are ready for-aelive.ry,.the.City may execute, and upon its request in writing, the Registrar shall authenticate and deliver in lieu of any thereof, and subject to the same provisions, limitations and conditions, one or more printed, lithographed or typewritten bonds in temporary form, substantially of the tenor of the bonds herein before described', with appropriate omissions, variations and insertions. Such bond or -bonds in temporary form will be in the principal amount of Five Thousand Dollars ($5,000) or. any multiple .thereof . Until, exchanged for 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 th-erefor, a bond or bonds in definitive form in any authorized denomination, and for the same aggregate principal amount as the bond or bonds in temporary form surrendered.- Such exchange shall be made by the Registrar without ,any charge therefor. SECTION 13. BONDS MUTILATED, DESTROYED, STOLEN OR LOST In case any bond shall become mutilated, or be destroyed, stolen or lost, the City may in ;its discretion issue -,and deliver a new bond of like tenor as the bona 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 Registrar. If any such bonds shall -have matured or be about to mature, instead of issuing.af.subst.itute bond, the City may pay the same, upon being indemnified as aforesaid, and if such bond be Iost, stolen or destroyed without surrender thereof. Any such duplicate bonds Issued pursuant to . this Section shall constitute original, additional contractual, obligations on the part of the City whether or not the lost,, stolen or destroyed bonds be at -any time found by anyone, and such duplicate bonds shall be entitled to equal and proportionate benefits andrightsas to lien on and source and security for payment from the funds, and hereinafter - pledged, to the same extent as all other obligations issued hereunder. SECTION 14. REDEMPTION OF BONDS The.Bonds shall be, redeemable prior to their respective dates of maturity, at the option of the City, in whole or.in part, upon such terms and conditions as may be approved by subsequent resolution of the Commission. SECTION 15. REDEMPTION NOTICE At least thirty (30) days before the redemption date, a written notice of any such redemption, either in whole or in part, signed by the Registrar, shall -be mailed, postage prepaid,, to all- registered owners of bonds to be -redeemed at their addresses as they appear on the registration books herein provided for., but failure so to mail. such notice to any registered owner or a bond shall not affect the validity of theproceedingsfor such redemption with respect to any other registered owner of a bond.Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the bonds then outstanding shall be called,for redemption, the numbers of such bonds. SECTION 16. EFFECT OF CALLING FOR REDEMPTION On the date so designated for redemption, notice having been mailed in the manner and under the conditions hereinabove providedandmoneys for payment of the redemption price being held in a separate escrowed account, the bonds so called for redemption shall become -41- 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.a,c . crue, 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. Bonds called for redemption shall be cancelled upon the surrender thereof., SECTION 17. BONDS CALLED FOR REDEMPTION OR PAYMENT PROVIDED THEREFOR NOT OUTSTANDING Bonds, including parity bonds, for the payment of the principal or redemption price of which, either at maturity urity or earlier redemption date, and for the p . ayment of interest on which to maturity or earlier.redemption date,, sufficient moneys, or 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, shall be held in a separate escrowed account, shall not be deemed.to be outstanding under the provisions of this Resolution. SECTION 18. ARBITRAGE CERTIFICATION The Mayor and the City Manager of the City (who are officers charged along-with.others, with the responsibility for the issuance of the Bonds) shall execute I on the behalf of the City an arbitr.age certificate for the purpose of assuring the purchasers of the Bonds that the Bonds herein authorized are not "Arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and regulations proposed or promulgated thereunder. Such certificate.shall*constitute a certificate and representa- tion of the City and no investment shall be made of the proceeds of the Bonds herein authorized in violation of the expectations expressed in said arbitrage certificate. -42- - a •9 . i SECTION 19. EXECUTION The Mayor and the City -Clerk or any. Assistant City Clerk are hereby authorized and directed to execute the Bonds under the seal'of.the City,,a facsimile of which shall_ be imprinted upon each of said bonds, and each of said bonds shall be executed with the manual or.facsimile signature of the Mayor and shall be executed with the manual or facsimile signature of the City.Clerk, and that the Mayor, the City Clerk and the City Attorney for the City of Miami Beach are hereby authorized and directed to take such steps as may be -necessary to.effect a sale and delivery of said Bonds. SECTION 20. 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, agree- ments or provisions shall be null and'void and shall be deemed separate from the remaining covenants, agreements or provisions, and in no way affect the validity of all the other provisions- of this Resolution-or.of.the Bonds issued thereunder. SECTION'21. AUTHENTICATION The Bonds shall not be secured hereby or entitled to the 'benef it hereof_, and shall not. be valid or obligatory for any purpose, unless there shall be endorsed on such Bonds a certificate of authentication, substantially in the form prescribed in this Resolution, executed by the•Registrar, and such certificate ,on any Bond issued by the City shall be conclusive evidence and the only competent evidence that it has been duly authenticated and delivered hereunder. SECTION 22. PUBLICATION This resolution shall be published immediately in the Miami.Beach Daily Sun, a newspaper published - City of Miami Beach, Florida. For a period of thirty days f.rot the. -date of such publication any person. in interest shall -43- ti - 4 have the right to institute litigation questioning the proceedings for the bonds herein•authorized or the legality of such bonds or the sources of revenue f rom• which such bonds are payable. SECTION 23. EFFECTIVE DATE That this Resolution shall be in force and effect immediately upon its adoption. PASSED AND ADOPTED this 19th day of October, 1978. (Signed) Dr. .Leonard Haber Mayor Attest: (SEAL) (Signed) Elaine Matthews City Clerk -44- 4 :STATE OF FLORIDA COUNTY OF DADE I; ELAINE MATTHEWS, 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. , duly passed and adopted by the City Commission of the City. of Miami Beach, at a regular meeting °duly held and convened on the . 14th day of March, 1984,_ .a.nd 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 day of March, 1984. (SEAL) City, Clerk