RESOLUTION 84-17654 RESOLUTION 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 26029 , 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
"1965 Resolution" ) authorizing the issuance of $3, 000 , 000 Par king
Revenue Bonds , Series 1965 (the "1965 Bonds" ) ; and
WHEREAS , paragraph 2 of subsection G of Section 6 of the
1965 Resolution permits the issuance of additional bonds 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
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
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 issuance of Parking 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 interest at a 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
vehi ° s 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
returns of the aforesaid election and found that the issuance of
said Parking Revenue Bonds in the amount of $6, 000, 000 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 forth 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.
I
/ -"""
ayor
Attest:
City C erk
fORM R
LEGAL DEPT.
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Datq
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
"Charter") , 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, 000; and
WHEREAS, the improvement and extension of the Automobile
Parking Facilities (hereinafter defined) of the City are urgently
needed for the benefit and welfare of the inhabitants of the City
and the City Commission of the City of Miami Beach, Florida (the
"Commission" ) has caused studies and estimates to be made and has
determined that the revenues to be derived by the City from the
operation of its Automobile Parking Facilities will be sufficient
to pay the expenses of operating and maintaining the Automobile
Parking Facilities and to pay principal of, and interest on the
bonds hereinafter authorized and to establish necessary reserves
for contingencies; and
WHEREAS , the 1965 Bonds and the 1967 Bonds have been issued
and subsequently have heretofore been called for redemption and
all such bonds have been redeemed or moneys sufficient to pay the
principal, 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 "1978 Resolution" ) authorizing the
issuance of $6, 000, 000 principal amount of Parking Revenue Bonds,
Series 1979 , (the "1979 Bonds" ) for the purpose of paying part of
the cost of acquiring 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 1, 1979, by
the Circuit Court of Dade County in Case No. 79-1867 at an
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
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which the qualified electors 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 1984, 'of the City in the
aggregate 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 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 Automobile 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 parking, and
all intangible property of every nature used in connection with
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the operation of such Automobile Parking Facilities , including
franchises, licenses, leases, contracts and agreements; provided,
however , that in the event the Commission determines to acquire
and construct additional Automobile Parking 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 any integral 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 be 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 with the above, as the Registrar shall
determine.
The principal of, redemption premium, if any, and the
interest and redemption premium (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
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 the 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
incidents of 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 regulations as
the City or the Registrar may prescribe; and the Registrar shall
register or transfer or cause to be registered or transferred
thereon, as hereinbefore provided, any Bonds , upon presentation
thereof at such office.
The Bonds 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 instrument of transfer in form and with guarantee of
signatures 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. 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.
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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 o f, or on account o f,
the principal of, redemption premium, if any, and the interest
on, such Bond shall be made only to such registered owner
thereof, but such registration may be changed as provided
herein. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent
of the sum or sums so paid.
The City in issuing the Bonds may use "CUSIP" numbers (if
then generally in use) , 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 "A" 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 Issue Date CUSIP
Registered Owner
Principal Amount Dollars
-8-
The City of Miami Beach, Florida, a political subdivision of
the State of Florida (the "City" ) , for value received, hereby
promisespay
toto the Registered Owner hereof 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 istered Owner hereof at the close of business on
g
the Record Date (hereinafter defined) , whether or not a business
day, interest thereon, solely from said revenues, from
19 , until payment of said principal sum has been
made orP rov i ded 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
interestP Y a ment date. The interest on this bond is payable by
check or draft drawn on , the paying agent (the
"Paying Agent") hereinafter mentioned and the principal hereof
Y g g
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.a ent. 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
9 P A
tenor (except as to date, amount , date of maturity, rate of
interestprovision and for redemption) , designated "City of Miami
Beach, Florida, Parking Revenue Bonds , Series 1984" (the
"Bonds") , issued by said City for the purpose of acquiring ,
equippingimproving and im roving automobile parking facilities in the City
of Miami Beach, Florida (the "Project") , and more particularly
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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, redemption premium, 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 fund 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 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 inverse order of
maturities , and by lot within maturities (if less than all 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 percentages of principal
amount) set forth below, plus accrued interest to the redemption
date , as follows :
[INSERT REDEMPTION PRICE SCHEDULE AND OTHER
REDEMPTION PROVISIONS ESTABLISHED
BY SUBSEQUENT RESOLUTION]
Any redemption under any of 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 of
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 Resolution only
by the Registered Owner hereof or his duly authorized attorney at
the principal office of , who has been duly
appointed by the City as registrar 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 , however , that , without the consent of the owners of all
Bonds then outstanding, no such modification or amendment shall
permit a change in the maturity of any Bonds or a change in the
rate of interest thereon, 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, 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 person in
whose name this bond is registered as the absolute owner hereof
for the purpose of receiving payment of, or on account of, the
principal of, redemption premium, if any, and interest due
hereon, and for all other purposes, and neither the City, the
Registrar , the Paying Agent nor the 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 precedent to and in the issuance of this bond have
happened , do exist and have been performed as so required. This
bond does not constitute an indebtedness or pledge of the general
credit of the City 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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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:
Mayor
Attest:
[Assistant] City Clerk
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(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 13,
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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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 .
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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
users of the System, and all rents received by the City from the
rental of space comprising any part of the System, including
receipts from concessionaires , but excluding any revenues derived
from the sale of advertising privileges, (which income and
revenue are hereinafter sometimes referred to as "the Revenues" ) ,
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 , 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
forward to the 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 deposit, 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 expenses paid from 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 1, 1,
1, and 1.
The money in the Operation and Maintenance Fund shall be
used: (1) to pay 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 of the
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 Period, 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 Period, or (iii) all of the
budgeted expenses for the next succeeding Quarterly Period, if
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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 1, 1,
1, and 1 of each year , the manager of
the System shall certify to the Depositary the amount of money
which he estimates 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 periodic payments of operating expenses such as insurance
premiums , expenditures for normal repairs, renewals and
replacements payable as maintenance and operation expenses under
the foregoing provisions of this section, and including the
payment of bills for materials and supplies which may become
payable during each month.
(ii) BOND AND INTEREST FUND There is hereby created and
there shall 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 capitalized
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 Fund, 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 shall be deposited in the Reserve
-19-
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 created 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 to pay the amount which will fall due on such date.
(iii ) 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 , and any deficiency in any month shall be remedied in
subsequent months from Revenues not required 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 which would not be properly classified as a normal
maintenance and operation expenditure. It is understood that the
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
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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 Fund, the Bond Fund or the Renewal and
Replacement Fund shall be deposited in a special fund which is
hereby created , 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 made in
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 the
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 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 of Florida may
_22_
be named.
All of the Revenues received by the City from 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 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 prior 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 Government, or other marketable securities eligible as
security for the deposit of trust funds under regulations of the
Board of Governors of the Federal Reserve System, having a market
value (exclusive of accrued interest) at least equal to the
amount of such deposit, or (b) in such other manner as may then
be required by all applicable state or federal laws and
regulations regarding the security for or granting preference in
the case of the deposit of trust funds. All or any part of the
money in the 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-
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 a comprehensive
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 thereto, shall 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 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 manager may deem
proper , and such recommendation as to changes in operation and
the making of repairs , renewals, replacements , extensions,
betterments and improvements as the 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
derived 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 of this subsection
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,
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the registered owners of fifty-one per 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 engineer
already appointed by the Commission be replaced by the engineer
or engineers named in such instrument, the City 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, shall report 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 budgetary control
provisions, the adherence to all the provisions of this
Resolution, and all other things having a bearing upon the
efficiency and profitable operation of the System, and shall
include whatever criticism of any phase of the operation of the
System the consulting traffic engineer may 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 be placed on file with the
City Clerk, the Depositary and the Registrar and shall be open to
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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
hearing, and shall at such meeting adopt finally a budget for the
ensuing Fiscal Year , at which hearing any registered owner of the
Bonds , 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 lesser 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.
_28_
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 permit free parking or service to be
supplied by the System to any person, firm or corporation or to
any public agency or instrumentality, except that 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
-29_
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 shallbe 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 thirty (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.
nsur-
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,
lease or in any manner dispose of the System or any substantial
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
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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. All 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 . l. 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 of the same, if:
(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 8.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 a
parity with the Bonds for the purpose of
constructing or acquiring additions or
improvements to the System if all of the
following conditions are satisfied:
(a) There shall have been procured
and filed with the City Clerk a statement by
an independent certified public accountant or
firm of independent certified public account-
ants of recognized reputation not in regular
employ of the City on a salary basis reciting
the opinion that , based upon necessary
investigation, the average annual Net Revenues
(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
Years .
(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
following the time at which such facilities as
are to be acquired or constructed with the
proceeds of the additional bonds become fully
operational will be at least equal to one and
five tenths (1. 50) times the combined interest
and principal requirements for all bonds then
outstanding and the proposed additional bonds
during such Fiscal Years .
(c) The payments required to be
made into the various 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 additional 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 fully operational.
(e) The proceedings authorizing the
additional bonds shall require that the amount
to be maintained in the Reserve 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 all bonds then outstanding and
said additional bonds. At the option of the
City, as determined by subsequent resolution,
such increase may be funded from the proceeds
of such additional bonds or any other funds
legally available therefor at the time of
issuance of such additional bonds, or
accumulated in equal monthly installments
within 60 months after the date on which the
facilities to be provided are reasonably
anticipated to become fully operational.
(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 8.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 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.
(d) Modify 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.
(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 this 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 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 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
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consented to or shall have revoked any consent as in this section
provided, shall have any right or interest to object to the
adoption of such amendatory resolution or to object to any of the
terms or provisions therein contained or to the operation thereof
or to enjoin or restrain the City from taking any action pursuant
to the provisions thereof.
Any consent given by the registered owner of a Bond or
parity bond 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 provided 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 percentage 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 provisions of this section may be proved by the certificate
of any officer in any jurisdiction who by the laws thereof is
authorized to take acknowledgements of deeds within such
jurisdiction that the person signing such instrument acknowledged
before him the execution thereof, or may be 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 shall be sold at one time or by partial issuance from
time to time pursuant to such provisions therefor as may be made
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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
requisition 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 and 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.
Interest 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 shall sell at the best price obtainable or present for
redemption any obligations so purchased whenever it shall be
necessary, in the sole judgment of the Finance Director , 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 delivery, 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 (S5, 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 therefor , a bond or bonds in definitive form
in any authorized denomination, and for the same aggregate
principal amount as the bond or bonds in temporary form
surrendered. 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 bond so mutilated, destroyed, stolen or
lost , in exchange and substitution for such mutilated bond, or in
lieu of and substitution for the bond, destroyed, stolen or lost,
and upon the registered owner ' s furnishing the City proof of his
ownership thereof and satisfactory indemnity, complying with such
other reasonable regulations and conditions as the City may
prescribe and paying such expenses as the City may incur . All
bonds so surrendered shall be cancelled by the Registrar . If any
such bonds shall have matured or be about to mature, instead of
issuing a substitute bond, the City may pay the same, upon being
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indemnified as aforesaid, and if such bond be lost , 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 and rights as 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 the proceedings for 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 provided and moneys
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 accrue , such bonds shall
cease to be entitled to any lien, benefit or security under this
Resolution, and the registered owners of such bonds shall have no
rights in respect thereof except to receive payment of the
redemption price thereof. 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 or earlier redemption date , and for the payment 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 on the behalf of the City an arbitrage 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 benefit hereof, and shall not be valid
or obligatory for any purpose, unless there shall be endorsed on
such Bonds a certificate of authentication, substantially in the
form prescribed 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
in the City of Miami Beach, Florida. For a period of thirty days
from 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 from 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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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, and that said resolution is in full force and
effect, without amendment, on the date hereof.
IN WITNESS WHEREOF, I have hereunto set my hand and the
official seal of the City of Miami Beach, Florida this day
of March, 1984.
(SEAL)
City Clerk
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ORIGINAL
RESOLUTION NO. 84-17654
(Amending Res. #78-15748 providing for the
issuance of not to exceed $6,000,000 Park-
ing Revenue Bonds, series 1979, of the City
of Miami Beach, Florida, providing for the
sale, security and payment thereof, making
certain convenants and agreements in the
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 Res. #11410)
4