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
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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
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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
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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
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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.
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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
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(hereinafter defined) and the Paying Agent shall not 'be affected
by any notice to the contrary; and payment of, or on account Of..
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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
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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
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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
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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.
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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
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_ 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
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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
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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
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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.
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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
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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
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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
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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.
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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.
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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
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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.
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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
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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
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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