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HomeMy WebLinkAboutM-99-0730Sop-30-DD 12:220m From -CITY OF MIAMI CftY MANAGERS CFFICE 305di6101D i-376 P.04/06 F-850 CITY OF MIAMI CITY ATTORNEY'S OFFICE MEMORANDUM TO; Terry Buicc, Assistant Dire FROM: Alejandro Vilarello, City ADATE: September 2,1998 RE: Orange F3owl - N This memorandum responds to your request for advise regarding the possibility of selling the naming rights to the Ocange Bowl. The City has the right to seil the naming rights to the Orange Bowl provided that (i) it has not granted the right to another patty, and (ii) the procedure for such sale complies with applicabic legal requirements. With regard to the first issue, you have advised us that, with the exception of the Agreement between he City and the University ofMiami dated June 22, 1990 (the "UM Agreement"), the City has not entered into arty other asgreomenc which grants to the tither party significant advertising rights to the Orange Bowl. We have reviewed the 1111/1 Agreement and conclude that the rights granted by the City to UM do not include naming rights, (For a description of UM's advertising tights under the UNI Agreement, please see the Memorandum dated March 14, 1997 prepared by this offico on that issue, copy of which is attached). Therefore, the City may sell the naming rights 'to the Orange Bowl. NotwithstandinS the Chy's right to sell the name of the Stadium, we would like to review the "Advertising Agreements," if any, that UNI may have entered into for the granting of advertising rights at the Grange Bowl. The importance of these documents is that, under the UM Agreement, the City haz agreed to "use its bc:ir efforts to comply with all terms and provisions of the Advertising Agreements". Although it is unlikely that the issue of naming rights would be included in a document to which the City is not a party, it would be prudent to ascertain chat, in selling the naming; rights to the Orange Bowl, the City is not violating any provision of the UM Agreement. Havirig established that the City has the right to sell the name of the Orange Bowl, it needs to Follow app,-opriate procedures which consist, essentially, of soliciting proposats for the purchase of the narring rights and the selection: of the proposer most advantageous to the City, A recent example of this procedure is the solicitation of pmposa4 for the AT&T Arriphithearg at;pa,yftont Park several months ago. 0 —4 r 1f you require additional assistance, please call us 0 r, '- n ryi C.� r > Cn 1 ()Kti:I�iemu Afa,ninY R�Chu.d,w i Reductions Proposed By City Manaizer on 9/25/99: Bayfront Park - - $414,000 International Trade Board— $2 00,000 Management Recovery-- $300,000 Commission Actions of 9/28/99 on Manager's Proposed Reductions: Bayfront Park - - $200,000 International Trade Board-- $50,000 Management Recovery-- $150,000 Additional Amounts that Can be Reduced From Budget From Manager's Proposed Reductions of 9/25/99, Which the Commission Has Not Taken Action On: Bayfront Park - - $214,000 International Trade Board-- $150,000 Management Recovery-- $150,000 $514,000 L OTHER REDUCTIONS PROPOSED 9/25/99 COMMISSION ACTIONS 9/28/99 Unclassified Salary Reductions $150,000 Unclassified Salary Reductions $150,000 Commission Office Reductions $65.000 Commission Office Reductions $65.000 Bayfront Part: $414.000 Bayfront Part; $200.000 International Trade Board $200,000 International Trade Board $.50,000 Metro -Miami Action Plan $127,338 Metro -Miami Action Plan Removed Management Recoveti, $300,000 Management Recovery $150.000 Reduction in Fire Dept. Budget $168,000 Reduction in Fire Dept. Budget $168,000 TOTAL $1,424,338 Law $30,000 Clerk $30,000 CRA $60,000 TOTAL $903,000 CITY OF MIAMI CITY ATTORNEY'S OFFICE MENIOIZANDUM TO: Mayor Joe Carollo FROM: Alejandro Vilarello, City Atto � ;, ,,•�„_ ' I fir'• DATE: September 30, 1999 f RE: Abolition of the 4/artrne of Off -Street Parking i As per your request, attached please .find a copy of the documents which are pertinent to j the above -captioned matter. If you have any questions, please do not hesitate to contact me. Pursuant to established policy, a copy is being Provided to each City Commissioner. i AV:ROD:bt j cc: Members of the City Commission i Donald H. Warshaw, City Manager { Walter Foeman, City Clerk , I f i I j t f 1 n v w� r- b :1C < r C7 cn 5 I i ls I. . CfT1' OF MtAmi, fLC I INTER -OFFICE MEMORANDUM TO Honorable Mayor and Members of the City Commission •Rp.1 e.10D inn es , I II City At sy DATE June 91 1992 A-PX004 AVIUICT Issues Concerning Departme: of Off -Street Parking OURERENCE3 At the direction of the City Commission, this office has prepared items 016 and 417 which appear on the Agenda for the sleeting of June 11, 1992 concerning Charter Amendments relative to the Department of -Off -Street parking (hereinafter referred to as "DOSP').' I have examined the following issues which are germane to any action that you may take regarding the proposed Charter Amendments: I. WHETHER THE CHARTER OF THE CITY OF MIAMI MAY BE AMENDED IN ORDER TO PROVIDE FOR A MEMBER OF THE CITY COMMISSION TO BE APPOINTED BY THE COMMISSION TO ACT AS AN EX OFFICIO MEMBER AND CHAIRPERSON OF THE DEPARTMENT OF OFF-STREET PARKING BOARD? II. :WHETHER DOSP MAY BE ABOLISHED AS IT EXISTS IN ITS PRESENT FORM AND RECONSTITUTED AS A CITY DEPARTMENT UNDER THE CONTROL OF THE CITY COMMISSION? ..QUESTION Is The answer to this question is in the negative. On August 23, 1990 the City Commission adopted Resolution 90-711 which authorized the placement of language on the November 6, 1990 ballot essentially asking the voters to approve the question notod abova. As a result of an action for a preliminary injunction brought by DOSP bondholders in Circuit Court on Novembar 2, 1990, t.ho court ruled that such an appointmont would vlolato the constitutional pprohibition on dual office holding. The court also found the ballot language to be ambiguous and unclear. We have reviewed the transcript of the court's comments during the final hearing on the injunction referred to above in 99- riti ji V L Honorabi,e Mayor and Members of the City Commission Me: Issues Concerning Department of Off -Street parking File No. A-9200405 June 9, 1992 Page 2 1 order to determine the court's specific reasoning for granting the injunction. The following is a brief summary of our review of said comments. { 1. Clear and Unambiguous Terris i This issue is straight forward and non -controversial. Simple redrafting of the ballot language which clarifies the points addressed by the court during the final hearing would serve to cure any possible objections to the ballot language on ambiguity grounds. 2. Dual Office _Ho_ldin� The constitutionality of the effort by the City Commission to place a commissioner in the chairmanship of DOSP hinged, according -to the court and to AGO-66-106 (attached), upon the fact that, in order to meet the definition of an ex officio member of a board, (which is the only way to avoid running afoul of the constitutional prohibition against dual officeholding) a person must become ex officio `by virtue of his title to a certain office &nd without further warrant or appointment.• This language has been interpreted to mean that the particular position to which an individual is elected carries, as an additional inherent power or authority, the right or duty of acting as an officer of another compatible board. Therefore, in ( order to address the court's main concerns on this issue and to i conform to the requirements of AGO-86-106, the new proposed charter amendment would have to designate a particular commissioner (possibly by Group) to serve as the chairperson of DOSP for a predetermined period of time. Given the fact that a rotation 'system has been adopted by the Commission, such 'designation could be rotated from Commission Group to Commission Group. Adopting such a designatory system could relieve the court's concern about this aspoct of the dual office holding question. Howover, another issue raisod -by tho court and a key component of the wax officio" oxcoption to the dual office holding prohibition is that of the incompatibility of tho office of Commissioner and of DOSP chairperson. Tho Court took note of the fact at the hearing that tharo area instrancon in which the interests of a City Commissioner may be at odds with those of a DOSP Chairperson. This incompatibility issue has not been resolved and would again result in a violation of the dual office holding prohibition if the amendment were to be proffered again. e 00 a e Honorab:e Mayor and Members of the City Commission Rea Issues Concerning Department of Off -Street Parking rile No. A-9200405 June 9, 1992 Page 3 UESTION_112 The answer to this question is in the affirmative with the qualifications as discussed below. The abolition of the DOSP Board/Department structure as provided for in the City of Miami Charter would necessitate a referendum. The Department of Off -Street barking and the Off -Street Parking Board were created and established as an 'agency and instrumentality" of the City in 1955 by virtue of Chapter 30997 of the Hews of Florida. Section 23(d' of the Charter states that, 'Upon the adoption by the Commission of the City of an ordinance declaring the need for the department and the board, all powers, functions and duties relating to such off-street parking facilities and properties pertaining thereto then vested in the City or any of its department or officers . . , shall be and are hereby transferred to the department.' Thus, the exercise of the powers and commencement of business of the department and the board are clearly contingent upon the enactment of an ordinance declaring a need for the department and for the board. it is our opinion that the City Commission cannot abolish the Department of Off -Street Parking or the Department of Off - Street Parking Board as the Charter can only be repealed or modified through a referundum of the electorate. however, what the Commission has created by ordinance it can subsequently modify or repeal. In the event the City Commission decides that a semi -autonomous authority is no longer warranted, the Commission could adopt an ordinance finding that the need expressed in Ordinance No. 5461 for a Department of Off -Street Parking and the Off -Street Parking Board no longer exists. At the same time, it can divest the department and the board of the powers, duties and responsibilities act forth in said ordinance. It can also redesignate the perking facilities presently within the control of DOSP to another department or agency, under the supervision of the City Manager, and amend or repeal all other ordinances delogating authority to DOSP. Nowever, if DOSP ware to be placed under the diroet asuspicea of the City Commission, it would be necessary to &mend all pertinent coctiona of the Charter and Code which would b* inconciatant with ouch action. Although not specifically a boliahing DOSP, the City could in effect emasculate DOSP by revoking D©SP's authority to operate. DOSP would remain technically in existence yet without any authority to function. 1-19-- 7ea) U I Honorable Mayor and Nomb*rs of the City Cognission Res issues Concerning Department of Off-Str®et Parking pile no. A-9200405 June 9, 1992 Page 4 The City Comanisssion shay not undertake any action which may diminish or impair the rights,of bondholders or the security for the outstanding bonds. AQJ/rel /M0713 Attachment ccs Cesar H. Odio f City Manager 1 Clark Cook t Executive Director Department of Off -Street Parking z Page 2 of the municipal., . Furthermore, it is our conclusion than even if the DOSP could be dissolved without a referendum, this cannot happen until all the DOSP bondholders have been discharged pursuant to Ordinance No. 10551. Set forth below is a more detailed discussion of the aforementioned conclusions. �A •RN.. .�a rat �_;1.:.�. • il�.�:. r� �•. !.. • •� DOSP powers emanate from City Charter ("Miami Carter"). a_rc4;t., d fie_. QW of Miami, §23. The only manner in which the Miami Charter may be amended is by a referendum vote prescribed by §5.03 of the Metropolitan Dade County Charter. Thus, the DOSP cannot be dissolved without a referendum submitted to the qualified electorate of the municipality. On June 23, 1955, Senate Bill No. 1212 enacted chapter 30997, Special Laws of Florida, to change the Miami Charter by inserting Section 23, defining and creating the DOSP. At the time, the State Legislature could directly amend city charters by creating Special Laws.' Thus, DOSP was validly added into the Miami Carter by a Special Law. The Special Law adding Section 23 into the Miami Charter placed the DOSP under subpart A of Part 1 of the air and Code. CityLf Miami. This subpart is entitled "Charter". The Miami Charter contains two other subparts. Subpart B is entitled "Special Acts" and subpart C is entitled "Population Acts". In 1968, home rule powers were granted to Florida municipalities, and the State Legislature labeled all "Special Acts" as "ordinances" as per FSA § 166.021(5). In subsequently enacting Chapter 166, Florida Statutes, the Legislature removed " any limitations, judicially imposed or otherwise, on the exercise of home rule powers." FSA § 166.021(4). This allowed for existing special acts to "become an ordinance of that municipality on the effective date of this act, subject to modification or repeal as outer ordinances." Id. at (3). Typically, an ordinance may be repealed or amended by those governing without a referendum vote. Therefore, it is relevant that Section 23 was placed in subpart A of the Miami (:barter, since this further reiterates that the DOSP is part of the Miami Charter and may only be amended by referendum. . 'In 1968, the Fleridz Constitution was amended to provide broad home rule power to all municipalities within the State of Florida Art. V l § 1 -§6, State Const. 1986. Home rule powers effectively prohibit the State Legislature from amending or repealing the Charters of each municipality by Special Law as was previously allowed, as per Art. V111 §6(e) State Const. 1986. LAW 0MUS FmLDsioNE LESI'ER do SHEAR 00- 730 N LAtr OPrac/t FIELDST0141 I.193 & `SHEAR • ~ �, PIII8T UNION PINANCIAL C/NT AUITI 2100 300 ADUTN OfICATNt IDULIVAND ' Milnl, Florida 33131 ADISALD PIILDITONI. P.A. PAU► A. LIETIA, P.A. DAVID 9041AA. P.A. TELIPMOt1I (30E) 942.1615 - FACSIMILE 13091 982.1580 ►TNNI NAMPTON NOWILL Will BITE: *ttp:11vww41-#.e#n I -MAIL: nAQl1.,.t.n Of COU01/1L 110814T I. DADY. P.A. June 6, 1997 Miami Puking System 190 NE 31 Street Miami, Florida 33132 Attn: Mr. Clark Cook Re: Department of Off -Street Parking Dear Mr. Cook: III►btTONt LI811,111 A 11Nth 10 0P COUN/IL T0: MANIN1A11 C0I0IN 40401 A CNATKIN, P.A. tJV: t; You have retained us as counsel to the City of Miami Department Of Off Street Parking ("DOSP") as to whether the DOSP can be dissolved by the City of Miami (the "City") without a referendum,. Subject to the matters set forth below, it is our legal opinion that the DOSP may not be dissolved without a referendum of the eligible voters of the City. The City Attorney has implied otherwise. However, the City Attorney is essentially basing his conclusion based on Ordinance No. 5461, which was repealed in 1959. The DOSP was created by the Florida Legislature in 1955. At that time, the State Legislature could amend city charters by enacting Special haws. Special Law 30997 amended the Miami Charter, adding Section 23-A which created the DOSP. Section 23-A includes all the powers and functions of DOSP and the DOSP board. An ordinance is only required to formally declare a need for the department. Upon the passing of such an ordinance, the DOSP was to be transferred all power and authority. In 1955, Ordinance 5461 was passed by the City of Miami. This ordinance did not declare a need for the DOSP as was prescribed by the State Legislature. instead, it attempted to acate the DOSP pursuant to Section 19 A of the N iami Charter. The City Attorney is basing his conclusions on this ordinance. If the DOSP were created pursuant to Section 19-A of the Miami Charter, then it cool be dissolved pursuant to Section 19-A However, in 1959, Ordinance No. 06. was passed repealing Ordinance 3�and correctly declaring a need for the DO ,C4 c. I The creation and operation of the DOSP is therefore through the Miami Charter. In order for a city charter to be amended, there roust be a referendum mote by the voters 5 9 o t Page 3 B. lhc-DZ isgcated W rho Miami ra�arier .2men ment and not Lh__e enabling In the May 15, 1997, Miami TadU, City Attorney, A- Quinn Jones III was quoted as saying that "the Commission no longer sees a need for the Department and its Board, it could adopt a new ordinance rescinding the original." This would be a true statement if the DOSP were in fact created by an ordinance, rather than a Special Law amending the Miami Charter. The City Attorney's conclusion infers a reliance on Ordinance No. 5461 which created the DOSP pursuant to §19-A. However, this Ordinance was repealed by Ordinance No. 6406. The Florida State Legislature enacted Chapter 30997, Special Laws of Florida, to amend the Miami Charter so as to create the DOSP. The amendment, which appears as §23-A in the Miami Charter, details all structures and responsibilities of DOSP and includes language that "the Department shall not commence business or exercise any powers granted by this act unless and until the commission of the City of Miami shall by ordinance declare the need." §23-A(a). These words infer that the urdinance is only necessary to declare a need for an already structured department. The amendment dearly states that DOSP receives its powers from the act itself. It further states that upon adoption of an ordinance declaring the need for the department, "all powers, functions and duties relating to such off-street parking ... shall be and are hereby transferred to the department." §23-A(d). The State Legislature requires only an enabling ordinance. Ordinance No. 6406 fulfills this requirement- Thus, it can be inferred that Ordinance No. 5461 was erroneous and thus was repealed by Ordinance 6406. The City Attorney, therefore, is retying on a repealed ordinance in inferring that the DOSP can be dissolved by amending an ordinance. :.. . ,.+. . O• A brief history of the DOSP clarifies the situation further. As already explained, the DOSP was created in June of 1995 through an amendment by the Legislature of the j Miami Charter. Simultaneously, as the State Legislature amended the Miami Charter with the enactment of the DOSP provision, a City ordinance was passed creating the E DOSP pursuant to § 19A of the Miami Charter. § 19-A grants the City Commission permission to create and dissolve departments by ordinance. Ordinance No. 5461 ! recites practically verbatim the words of§23-A of the Miami Charter, adding only that the ordinance was being created pursi=t to "section 19-A of the Charter of the City of Miami." Ordinance No. 5461 did not include the language wid-dri §23(a) that "the department shall not commence business or exercise any of the powers granted by this as unless and until the commission of the City of Miami shall by ordinance declare the need." The ordinance required by §23-A is an enabling statute. Perhaps at the time of the ordinance's creation there was confusion as to the aforementioned provision's meaning. Arguably, it seems that the original ordinance enacted by the City did not uw osnCie FIELDSTONE LESCER & SHEAR �!" r�VjV Page 4 - • follow the mod, .-escribed by §23-A of the Miami t-starter. This is evidenced in the repeal of Ordinance No. 5461 by Ordinance No. 6406 in 1959. In July of 1959, Ordinance No. 6406 was passed purporting to declare: the need for the Department of Off -Street Parking of the City of Miami and for the Off -Street Parking Board of the City of Miami which were created and established by Chapter 30997, Special Laws of Florida, Acts of 1955; ...and repeating said Ordinance No. 5461. Charter, City of Miami §23-A(a) This ordinance alters the framework which the DOSP was operating under when Ordinance No. 5461 was in effect.. Ordinance No. 5461 was not an enabling ordinance. Instead the ordinance created the DOSP, which the State Legislature had already done. So in effect, there was never an enabling ordinance passed as prescribed by §23 -A. Thus, Ordinance. No. 6406 was passed in order to correctly declare a "need" for the DOSP and repeal the ineffective Ordinance No. 5461. Therefore, the DOSP is operating under the auspices prescribed in the Miami Charter, §23 A-, and as such the Miami Charter may not be amended without a referendum. It could be argued that although the DOSP could not be dissolved without a referendum, it could be rendered ineffective by amending Ordinance No. 6406. However, this should not be effective. Generally, ordinances may be modified or repealed through simple procedures. An example of this appears in A.G.O. 073-488, December 26, 1973. In Miami Shores Village, a pension fund had been authorized by Special law, but was established and created by ordinance. The Attorney General's Opinion decided that the Village Council could raise benefits without a referendum. The council was allowed simply to modify the ordinance. However, the opinion stated that this was not the usual occurrence when dealing with a Special Law. The opinion continued that "in the instant case, however, the Special Act merely authorizes a pension fund. The fund is established and the mounts to be paid by the City and to the employees are found in the ordinance." A.G.O. 073-488 at 815. 0 The Miarni Shores situation is not apposite to the DOSP case, however. The DOSP is solely established and created by Special Law 30997. Ordinance No. 6406 is an enabling ordinance, only declaring an emergency need for the DOSP. Modifying the ordinance would only establish that there is no longer an emergency need for the DOSP and would not appear to have an effect on the operation of the DOSP. In this regard, the Miami Charter, in its description of the operation of the DOSP, declares that upon the adoption of an ordinance declaring a need for the DOSP "all powers, functions and LAW 0MCL8 FEEL.IDSToNE LEST'ER cis SHEAR '. �"" 790 L Page 5 duties relating , .vch off-street parking ... shall be and are hereby transferred to the department." §23-A(d). Upon enactment of an enabling ordinance, operating authority was transferred to the DOSP. Therefore, Ordinance No. 6046, through an enabling ordinance does not define or limit the authority powers and operational authority of the DOSP. Further, modifying an ordinance would appear to be equivalent to amending the Miami Charter. §23A gives the authority as to governance of the DOSP to the DOSP Board. To seek to amend an ordinance so that the DOSP may not function would be changing the role of the DOSP Board. This would in effect alter §23-A of the Miami Charter, and that cannot be done with a referendum vote. B. The effect gf Q1-,(j„ f t_h_e Miami Ch�rr_er. Another arguable means of dissolving the DOSP is through § 19 A of the Miami Charter. § 19-A states that "the commission may, by ordinance adopted by vote of at least three members of the commission, create new departments or discontinue any."a However, it is not likely that the DOSP would fit under § 19-A's realm of;thority. First }'} and foremost, the DOSP was created pursuant to Special Law 30997 and not §19 A I Ordinance No. 6406 makes that clear., since it repealed Ordinance No. 5461. I Second, the DOSP, when compared to other departments created by § 19A , has far greater authority and independence. For example, the Miami Charter describes the roles of department directors in §20. The department directors are to be appointed by the City Manger, are removed by the City Manager, and all control is subject to the 1 supervision and control of the City Manager. The DOSP, except for the first appointments, chooses its own Board members. The appointments are subject to the approval of the City Commission, but if disapproved, it is the DOSP Board that replaces the rejected appointee. The DOSP director's control is subject to the DOSP Board and not that of the City Manager. 'I -he DOSP, in having complete power and authority over itself, is more akin to an authority, rather than a department. rNote that § 19-A appears to be inconsistent with state law. § 19-A may create or dissolve ordinances by a vote of at least three members of the City Commission. however, Florida Statute § 166.031(5) states that 'a municipality may, by unanimous vote of the governing body, abolish municipal departments provided for in the municipal Miami Cher.' The Miami Charter is therefore in conflict with the Florida Statutes, which have a stricter requirement. Attorney General Opinion 88-30 established that. provisions of Jest's F.S.A. §166.031, providing for charter amendments, prevail over conflicting provisions contained in a municipal charter.' Op.Atty.Gen. 88-30, July 26, 1988 (See also Op.Atty.Gen. 89-30, May 15, 1989 saying F.S.A. § 166.031 prevails). Therefore, even if it were decided that the DOSP could be dissolved pursuant to § 19-A in the Miami Charter, (which does not appear to be the case), a unanimous vote of the governing body would be required. { LAW VMCtf FmLnsTONE L u ER & SHEAR i Page 6 ' In addit. , although the DOSP is found in both the Charter and the Code under y the sections labeled "depa=cnts," this does not mean that the auspices of § 19-A necessarily apply. The departments that have been discontinued by § 19-A were also created by § 19-A. The Dcpartmcnts of Public Services, Public Welfare, and Public Safety were established and dissolved by the operation of § l 9-A. The DOSP was not established pursuant to § 19-A as explained by Ordinance No. 6406. The DOSP was established through an amendment to the Miami Ch=cr pursuant to Special . Law 30997. Further, F.S A 166.031(1) details that amendments to city charters must be accomplished by a referendum vote. In conclusion, the DOSP cannot be dissolved without a referendum vote as prescribed by Florida Statute 166.031(1). The authority of the DOSP is detailed by §23-A of the Miami Charter which was placed in the Miami Charter by the Florida Legislature in 1955 by Special Law. DOSP began as a result of an enabling ordinance, which in turn commenced the functions of the DOSP as prescribed by the Miami Charter. Although the legislative history of Special Law 30997 is limited, it may be inferred that the Legislature intended the DOSP to be a semi -autonomous authority, whose existence was subject to the determination of the electorate. The Legislature had full authority to have the City create the DOSP pursuant to §19-A of the Miami Charter, but it chose not to do so. ION• • a �. • •r•••• w •-�, •. • •. • • It also appears that the DOSP cannot be dissolved when there are outstanding bonds in connection with DOSP projects. The ordinance detailing the rights and responsibilities of the City and the bondholders does not mention this, and we could not locate any case law directly on point. Nonetheless, the ultimate intended protection for the bondholders is pervasive throughout the ordinance. For example, in section 721 of Ordinance No. 10115 entitled "Use of Rrmnue and Inconsistent Actions", the City and the DOSP covenant that the DOSP Board will not take any actions that night impair the rights of the bondholders. Another pertinent example is found in Section 1101 of Ordinance No. 10115 entitled "Supplemental Ordinance Without Bondholders' Consent" where the Commission may adopt supplemental ordinances as long as they "do not adversely affect the interest of the Holders." Ordinance No. 10115 makes reference to the possibility of the DOSP being dissolved in Section 802 entitled "Events of Default." Section 802 (d) in turn makes "W OMCIS FIEL STOrrE LEMR do SHEAR 99"' �� Page T reference to the partment becoming "insolvent or subject to insolvency proceedings." Since it would constitute an Event of Default, dissolution of the DOSP would be subject to Section 803, which states that "upon the happening and continuance of any Event of Default ... the trustee ... shall. declare the principal of all the Bonds outstanding to be due and payable immediately." The ordinance allows the trustee to take any judicial actions necessary to protect the rights of the bondholders. The concern would then be how the City and DOSP would plan to pay off the debts to the bondholders. Hawing the bondholders paid in full is the prescribed priority, the actions of the City must be consistent with this policy. Further, Section 515 entitled "Security for the Bonds" appear to mandate that the bonds be paid off before any dissolution of the DOSP. This Section states that: It is the intent of the City and the Board that ... the Trustee shall have the right to collect and receive said net revenues ... until the Bonds have been fully paid -and discharged, including, without limitation, at all times after the institution and during the pendency of bankruptcy or similar proceedings. Ordinance No. 10115, Section 515. The statutory policy is to discharge all present bonds from net DOSP revenues before taking any action to dissolve such a department and privatize parking. While there is no ultimately definitive course of action under the applicable ordinance where the bondholders are concerned, pertinent authority emphasizes that the rights of the bondholders are preeminent under Section 515. As a result, it appears that the bonds must be defeased prior to any dissolution of the DOSP. The opinions previously expressed are further subject to the following limitations and qualifications: (a) We have assumed authenticity of any documents and instruments submitted to us as originals, and conformity to the originals of any document or instrument submitted to us as a copy and the genuineness of all signature S i (b) Our opinions are based upon the current law as of the date hereof and are subject to any change in such law, including judicial and administrative interpretations j which may be reported or occur subsequent to the date hereof. (c) For purposes of this opinion, we are members of the Bar of the State of Florida and no opinion is given as to the laws of any jurisdiction other than of the s United States and the State of Florida. L.Aw OPMn FmLms oNE LEmR & SHEAR i A a s s Page With Y V xaenW other ithout , uris i�fn�can i no to be YOU, no one � cntftled to Fin without our prior con -ant, tilexi reh� upon this Opinion. Other than Since} CUD.Uf ,�'i� ill . , rice os�-�yl �•+��. p-0•.99X 33UZQ.9.. y I 1 MIAMI FLORIDA 33233.0708 � ^u^^, FAX (305) 9641001 C M R os -- To: Dauald W w, 01A, Nl na r From: 1��C'�r Date: Seple-mher 28,1-999 Subj: Uudg,24 aelaw plP� {irLd aQme piLssibleleyemw to sMpVj=ent the budget for Fiscal Year 1999/2000. I submit these sources in addition to the possible reductions you previously indicated. • Orange Bowl naming rights could provide $600,000 - $800,000 per year. If expedited, it is possible that we could see half of that, as much as $300,000 - $400,000 for the last half of this fiscal year. • Additionally, up to $2,000,000 in LETF funds could be used for police overtime, rather than general fund dollars, with Chief O'Brien's consent. • Raising the suggested fee for commercial solid waste accounts from $50 per account to $75 per account could bring an additional $525,000 per year, while raising it from $50 to $100 per account could raise $1,050,000. • Privatization of the Off Street Parking Authority could provide a minimum of $1,000,000 in the first vear, in addition to the revenue stream we currently receive. A minimum of $1,500,000, in additional revenue is possible for the second year, with $2,000,000 in additional revenue available in the third year. Also, upon privatization, the city could immediately assume an additional $2,000,000 in operating capital from the Off Street Parking Authority's operating budget. i 99- �3U A& L