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HomeMy WebLinkAboutO-10722J-90-299 ORDINANCE NO. __"0722 4/12/90 AN EMERGENCY ORDINANCE OF THE CITY OF MIAMI, FLORIDA, AUTHORIZING THE ISSUANCE OF $3,500,000 IN AGGREGATE PRINCIPAL AMOUNT OF SUBORDINATED PARKING SYSTEM REFUNDING REVENUE BONDS, SERIES 1990, OF THE CITY FOR THE PURPOSE OF CURRENTLY REFUNDING THE CITY'S SUBORDINATED PARKING SYSTEM REVENUE BONDS, SERIES 1988 AND SECOND 1988 SERIES; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH NEW BONDS FROM AMOUNTS ON DEPOSIT IN THE GEN- ERAL RESERVE ACCOUNT CREATED PURSUANT TO ORDINANCE NO. 10115 OF THE CITY WITH RESPECT TO THE ISSUANCE OF THE CITY'S $16,275,000 PARKING SYSTEM REVENUE BONDS, SERIES 1986, ON A PARITY WITH CERTAIN OBLI- GATIONS OF THE CITY ENTERED INTO PURSUANT TO ORDI- NANCE NO. 10186 OF THE CITY WITH RESPECT TO THE IS- SUANCE OF THE CITY'S $2,000,000 SUBORDINATED PARK- ING SYSTEM REVENUE BONDS, SERIES 1986, AND ON A PARITY WITH THE CITY'S OBLIGATIONS UNDER A PARTICI- PATION AGREEMENT WITH THE FIRST MUNICIPAL LOAN COUNCIL PROVIDING FOR CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AWARDING THE SALE OF SUCH BONDS TO SUN BANK/MIAMI, N.A.; AUTHORIZING THE CITY OR AN ENTITY APPOINTED BY THE CITY TO ACT AS PAYING AGENT AND REGISTRAR WITH RESPECT TO SAID BONDS; AUTHORIZING CERTAIN OFFI- CIALS OF THE CITY TO EXECUTE ANY DOCUMENTS REQUIRED IN CONNECTION HEREWITH; AUTHORIZING CERTAIN OFFI- CIALS AND EMPLOYEES OF THE CITY TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE OF SAID BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, The City of Miami, Florida (the "City") is authorized pursuant to the Constitution and the laws of the State of Florida, including particularly Chapter 166, Florida Statutes, and its Charter, to issue its revenue bonds to acquire land for parking purposes and to erect and construct parking facilities on land owned by or leased by the City or the Department of Offstreet Parking of the City (the "Department"); and WHEREAS, the City Commission of The City (the "City Commission") on June 26, 1986 duly passed and adopted Ordinance No. 10115 (the "General Ordinance"): and WHEREAS, pursuant to the General Ordinance, the City previously issued its $16,275,000 Parking System Revenue Bonds, Series 1986 (the "Senior Bonds"), of which $15,870,000 in principal amount is presently outstanding; and WHEREAS, Section 718 of the General Ordinance provides that the City may issue Subordinated Debt, as such term is defined in the General Ordinance ("Subordinated Debt"), subject to the conditions set forth in said Section 718; and v10722 WHEREAS, pursuant to Ordinance No. 10186 (the "1986 Subordinated Debt Ordinance") enacted by the City Commission on December 11, 1986, the City issued its $2,000,000 Subordinated Parking System Bonds, Series 1986 (the 111986 Subordinated Bonds"), which constitute Subordinated Debt un- der the General Ordinance and of which $2,000,000 in princi- pal amount presently remain outstanding; and WHEREAS, in connection with the 1986 Subordinated Bonds, the Department entered into a Repayment Agreement (the it Agreement") and a Pledge Agreement (the "Pledge Agreement"), each dated as of December 30, 1986, with Sun Bank/Miami, N.A., in order to induce Sun Bank/Miami, N.A. to issue a letter of credit securing the 1986 Subordinated Bonds, which Repayment Agreement and Pledge Agreement constitute Subordinated Debt under the General Ordinance; and WHEREAS, pursuant to Resolution No. 89-461, adopted by the City on April 11, 1984, and Ordinance No. 10632, adopted on September 14, 1989, the City entered into a Participation Agreement dated August 28, 1989 (the "Participation Agreement") with the First Municipal Loan Council (the "Council"), whereby the City borrowed $6,500,000 from the Council, which borrowing constitutes Subordinated Debt under the General Ordinance; and WHEREAS, pursuant to Ordinance No. 10423 of the City, enacted on April 14, 1988, and to Ordinance No. 10471, enacted on September 8, 1988 (collectively, the "1988 Ordinances"), the City issued its $2,500,000 Subordinated Parking System Revenue Bonds, Series 1988, and its $1,000,000 Subordinated Parking System Revenue Bonds, Second 1988 Series, respectively (collectively, the "1988 Bonds"), to pay the cost of the acquisition and construction of cer- tain parking facilities; and WHEREAS, the Series 1988 Bonds mature on April 30, 1990, and the City desires to currently refund the 1988 Bonds on or prior to such date and to finance the same through the issuance of its Subordinated Parking System Refunding Revenue Bonds, Series 1990 (the "1990 Subordinated Bonds"), which would constitute Subordinated Debt under the General Ordinance and would be secured and payable on a parity with the 1986 Subordinated Bonds and the obligations under the Repayment Agreement and the Pledge Agreement; and WHEREAS, the conditions precedent to the issuance by the City of Subordinated Debt pursuant to Section 718 of the General Ordinance have been or will be complied with, -2- 0j0�WMAG and the requirements of Section 18 of the 1986 Subordinated Debt Ordinance for the issuance of "Additional Parity Bonds," as that term is defined therein, have been or will be complied with, and the provisions of the Participation Agreement for the issuance of additional debt, has been or will be complied with, prior to the delivery by the City of the 1990 Subordinated Bonds; and WHEREAS, the principal, which shall be payable in full on December 15, 1995, and interest on the 1990 Subordinated Bonds shall be payable solely from amounts on deposit in the General Reserve Account (the "General Reserve Account") created pursuant to Section 501 of the General Ordinance and held by the Department, such payments from the General Reserve Account being subject to the provisions of the first paragraph of Section 509 of the General Ordinance, and Section 21 of the 1986 Subordinated Debt Ordinance; and WHEREAS, the' City shall never be required to levy ad valorem taxes on any real or personal property within the City to pay the principal of and interest on the 1990 Subordinated Bonds herein authorized or to make any other payments provided for herein and the 1990 Subordinated Bonds herein authorized shall not constitute a lien upon any properties owned by the City or the Department or located within the boundaries of the City; NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: SECTION 1. Authority. This Ordinance is enacted pursuant to the Charter of the City, but only to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes; Chapter 166, Florida Statutes; the Constitution of the State of Florida; the General Ordinance; and other applicable provisions of law. SECTION 2. Definitions. All terms used herein in capitalized form and not otherwise defined herein shall have the same meanings as set forth in the General Ordinance. (Words defined in the preamble or "whereas" clauses of this Ordinance shall have the meanings ascribed to them therein.) Words importing singular number shall include the plural number in each case and vice versa, and words importing per- sons shall include firms, corporations and other entities, including governments or governmental bodies. -3- U 10 722 e In addition, the meanings set forth below: following terms shall have the "Additional Parity Bonds" shall have the meaning ascribed to that term in the 1986 Subordinated Debt Ordinance. "Acquisition Account" shall mean the Acquisition Account created by Section 16 hereof. "Base Percentage" means eighty-one percent (81%). as adjusted under the terms hereof. "Bondholder" or "Bondholders" shall mean the regis- tered owner or owners (or authorized representative thereof) of a 1990 Subordinated Bond. "1988 Bonds" means the City's $2,500,000 Subordinated Parking System Revenue Bonds, Series 1988, and its $1,000,000 Subordinated Parking System Revenue Bonds, Second 1988 Series. "Code" shall mean the Internal Revenue Code of 1986, as amended, and any applicable regulations thereunder. "Department" shall mean The City of Miami Department of Offstreet Parking. "Maximum Corporate Tax Rate" means, on the date hereof, 34%, and hereafter the maximum marginal rate of in- come tax imposed on corporations under Section 11 or any successor provision of the Code. "1988 Ordinance" shall mean Ordinance No. 10423 of the City enacted on April 14, 1988, and Ordinance No. 10471 of the City enacted on September 8, 1988. "Parking Consultant" shall mean any engineer, en- gineering firm or certified public accountants, parking con- sulting firm or corporation, or other qualified person, firm or corporation having a favorable reputation for skill and experience in performing the duties as required hereunder in carrying out the duties of a Parking Consultant. "Paying Agent" shall mean the City or any authorized depository designated by the City to serve as a Paying Agent or as the place of payment for the 1990 Subordinated Bonds issued hereunder that shall have agreed to arrange for the timely payment of the principal of, in- terest on and redemption premium, if any, with respect to -4- OIL0722 9 the 1990 Subordinated Bonds to the Bondholders, from funds made available therefor by the City, and any successors designated by subsequent ordinance or resolution of the City. "Permitted Investments" shall mean any investment authorized pursuant to the laws of the State of Florida. "Prime Rate" shall mean the annual rate of interest announced from time to time by SunBank, National Association as its prime rate, which rate is only a benchmark, is purely discretionary and is not necessarily the best or lowest in- terest rate charged borrowing customers of any subsidiary bank of SunBank, National Association. "Project" shall mean collectively the projects which were financed by the 1988 Bonds as defined and described in the 1988 Ordinance. "Purchaser" shall mean Sun Bank/Miami, N.A. "Rate of Interest" shall mean the rate of interest per annum equal to the Base Percentage times the Prime Rate, adjusted on a daily basis to reflect changes in the Prime Rate, as may be adjusted pursuant to Section 7A hereof. "Registrar" shall mean the City or any trust com- pany or bank with trust powers appointed from time to time by subsequent ordinance or resolution of the City to serve under this Ordinance. "Senior Bonds" shall mean the $16,275,000 City of Miami Parking System Revenue Bonds, Series 1986. "1986 Subordinated Bonds" shall mean the $2,000,000 City of Miami Subordinated Parking System Bonds, Series 1986. "1990 Subordinated Bonds" shall mean the $3,500,000 City of Miami Subordinated Parking System Refunding Revenue Bonds, Series 1990. "Subordinated Bonds" shall mean the 1986 Subordinated Bonds and the 1990 Subordinated Bonds. "SunBank, National Association" means SunBank, National Association, or any successor thereof. "SunTrust Banks, Inc." shall mean SunTrust Banks, Inc., or any successor thereof. -5- 010722 SECTION 3. Findings and Determinations. The City Commission has found and determined and does hereby declare as follows: A. The City is authorized by law to issue bonds for various projects, including the financing of the Project. B. It is necessary and in the best interests of the City and the citizens and taxpayers thereof that the City issue the 1990 Subordinated Bonds in order to finance the Project, and the Purchaser has offered to purchase the 1990 Subordinated Bonds. C. This Ordinance is hereby declared to be an emergency measure on the grounds of urgent public need for the preservation of peace, health, safety and the property of the City. D. An emergency exists with respect to the enact- ment of this Ordinance in that the 1988 Bonds will mature on April 30, 1990, and it is necessary to currently refund them on or prior to that date. In order to take advantage of the offer of the Purchaser to purchase the 1990 Subordinated Bonds, it is necessary that the City authorize the issuance of the 1990 Subordinated Bonds as soon as possible, and this Ordinance must be immediately enacted to accomplish such goals. The City Commission, by adoption of this Ordinance by at least a four -fifths vote, hereby waives all notice and reading requirements for the regular enactment of municipal ordinances. E. Because of the characteristics of the 1990 Subordinated Bonds and prevailing market conditions, it is in the best interest of the City to accept the offer of the Purchaser to purchase the 1990 Subordinated Bonds at a nego- tiated sale. F. Shearson Lehman Hutton Inc. is involved in the issuance of the 1990 Subordinated Bonds as a financial con- sultant on behalf of the Department and has provided the City with a disclosure statement containing the information required by Section 218.385(4), Florida Statutes. No under- writer is involved in the issuance of the 1990 Subordinated Bonds and the City does not desire any further disclosure in connection with the sale thereof. G. The 1990 Subordinated Bonds shall be payable solely from amounts on deposit in the General Reserve Account created under the General Ordinance, which amounts 010'722 are currently pledged only to the payment of the Senior Bonds, the 1986 Subordinated Bonds, the 1988 Bonds and the obligations of the City under the Repayment Agreement and the Pledge Agreement and the Participation Agreement. The only "Bonds," as that term is defined in the General Ordinance, currently outstanding under the General Ordinance are the Senior Bonds. H. Amounts pledged hereunder are expected to be sufficient to timely pay debt service on the 1990 Subordinated Bonds. I. The 1990 Subordinated Bonds are hereby de- clared to be "Additional Parity Bonds" within the meaning of the 1986 Subordinated Debt Ordinance. SECTION 4. Authorization of Refunding. The current refunding of the 1988 Bonds is hereby authorized through the issuance of the 1990 Subordinated Bonds. The calling of the 1988 Bonds for redemption, and the giving of all notices in connection therewith, is hereby authorized. SECTION 5. This Ordinance to Constitute Contract. Upon and in consideration of the purchase and acceptance of the 1990 Subordinated Bonds authorized to be issued hereun- der by those who shall hold the same from time to time, this Ordinance shall be deemed to be and shall constitute a con- tract between the City and such Bondholders. The covenants and agreements herein set forth to be performed by the City shall be for the equal and proportionate benefit, protection and security of the Bondholders of any and all of the 1990 Subordinated Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the 1990 Subordinated Bonds over any other thereof, except as expressly provided therein and herein. SECTION 6. Authorization and Award of Bonds. Subject and pursuant to the provisions hereof, the 1990 Subordinated Bonds are authorized to be issued in the aggre- gate principal amount of $3,500,000, and the sale thereof is hereby awarded to the Purchaser at the purchase price of par. Subject to the payment of the purchase price to the City, the 1990 Subordinated Bonds shall be issued in the name of and delivered to the Purchaser. Notwithstanding the foregoing, however, the 1990 Subordinated Bonds shall not be sold, issued and delivered unless and until: -7- U1.0722 (1) There shall be filed with the Trustee under the General Ordinance a certificate of the chief financial officer of the Department stating that no Default has oc- curred and is continuing under the General Ordinance, and (2) There shall be provided to the City and the Purchaser and the Trustee under the General Ordinance a cer- tificate of the chief financial officer of the Department that the amount available for debt service on the 1986 Subordinated Bonds, the Repayment Agreement, the Pledge Agreement and the 1990 Subordinated Bonds during any twelve (12) months out of the eighteen (18) months immediately prior to the issuance of the 1990 Subordinated Bonds is at least equal to "1.0 coverage", all as required by Section 18 of the 1986 Subordinated Debt Ordinance and that no Default has occurred and is continuing under the General Ordinance, and (3) All conditions precedent to the issuance of the 1990 Subordinated Bonds established by the Pledge Agreement, the Repayment Agreement and the Participation Agreement shall have been met. SECTION 7. Description of 1990 Subordinated Bonds. The 1990 Subordinated Bonds shall be dated as of the date of delivery, shall bear interest from the date thereof at the Rate of Interest, adjusted as provided below, payable quarterly on the 15th day of each June, September, December and March, commencing June 15, 1990, and at maturity, and shall mature on December 15, 1995. Interest will be calcu- lated on the basis of a 360-day year consisting of twelve 30-day months, multiplied by the actual number of days elapsed for the applicable period. A. The Rate of Interest borne by the 1990 Subordinated Bonds shall be subject to adjustment as follows: (i) Change in Maximum Corporate Tax Rate. In the event of a change in the Maximum Corporate Tax Rate, the Base Percentage shall be adjusted to a percentage equal to the Base Percentage in effect on the date of the change in the Maximum Corporate Tax Rate multiplied by a fraction, the numerator of which is equal to the product of one minus the Maximum Corporate Tax Rate in effect on such date, and the denominator of which is 0.66. (ii) Other Adjustments. In addition to the forego- ing adjustment, if any change in law or the interpretation thereof occurs hereafter, other than a change described in -a- 010 722 (i) above, and, as a result thereof, the Bondholder or for- mer Bondholder determines that such change will result in (1) a disallowance, elimination, reduction, disqualification or loss of right to claim any deduction or credit for Federal or state or local income tax purposes of such Bondholder or of any affiliated group of which such Bondholder is or was a member (hereinafter referred to as a "Loss"), and/or (2) the imposition of any preference, mini- mum or other special tax under the Federal, state or local tax laws (hereinafter referred to as "Tax"), and such Loss or Tax is directly related to such Bondholder's ownership of the 1990 Subordinated Bonds or the receipt of income there- from, then the City agrees to increase the interest payments to be made or previously made to such Bondholder with respect to the 1990 Subordinated Bonds by an amount which, after deduction of all taxes required to be paid as a result of such Bondholder's receipt of such sums (including, without limitation, any tax arising from a reduction in an amount which would otherwise be allowable as a deduction from income for purposes of calculating such tax), will maintain such Bondholder's after-tax yield resulting from the holding of "the 1990 Subordinated Bonds at the same levels which would have been realized if such change in law or interpretation thereof did not occur. All calculations of such Bondholder's after-tax yield shall be determined on the basis of assumptions that (a) the Bondholder would have realized the assumed tax benefit of the deduction or credit if such change in law or interpretation thereof did not oc- cur and (b) the Bondholder has marginal federal, state and local corporate income tax rates which are the highest mar- ginal rates imposed by the laws applicable to such Bondholder. The Rate of Interest shall be further adjusted for any amendment to the Code which causes the after-tax yield to the Bondholder to be higher than such yield as of the date immediately before the effective date of such amendment. In the case of any such adjustment under this paragraph, the Bondholder shall provide the Issuer with its computations of such adjustment. More than one adjustment may be made pursuant to the above paragraphs as of any date, however, any adjustment of the Rate of Interest under (i) or (ii) above shall not take into account any other adjustment as of such date of adjustment. In the event that multiple adjustments are made under (i) and (ii) above as of any date, the total adjust- ment as of such date shall be cumulative, but in no event shall the interest rate on the 1990 Subordinated Bonds ever exceed the maximum rate permitted by law. Z= 0i0722 If the interest on the 1990 Subordinated Bonds becomes includable in the gross income of the Bondholder for federal income tax purposes for whatever reason, the 1990 Subordinated Bonds will bear interest from the earliest ef- fective date on which interest payable on the 1990 Subordinated Bonds is so includable in the gross income of the Bondholder at a rate per annum equal to the Prime Rate. The City will also pay the Bondholder any additions to tax, penalties or any such interest owed by the Bondholder due to the failure of the Bondholder to include interest on the 1990 Subordinated Bonds in its gross income for federal in- come tax purposes and any arrears resulting from a determi- nation of taxability, and any penalties in the form of in- terest or otherwise shall be paid by the Issuer on the next succeeding interest payment date, provided, however, that in no event shall the interest, or any amounts deemed to be in- terest, paid on the 1990 Subordinated Bonds exceed the maxi- mum lawful rate. B. Delinquent payments of interest or principal on the 1990 Subordinated Bonds shall bear interest at the lesser of the Prime Rate or the maximum rate permitted to be charged under applicable law, accruing from the date such payment was due, payable upon demand. If the date for payment of the principal of, pre- mium, if any, or interest on the 1990 Subordinated Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of Miami, Florida, are authorized by law or executive order to close, then the date for such payment shall be the immediately succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal day of payment. All payments of interest on the 1990 Subordinated Bonds (other than the final installment of interest) will be paid by check mailed or wire sent to the Bondholder hereof at its address as it appears on the registration books of the Issuer, or elsewhere as shall be directed by the Bondholder. Payment of the principal of the 1990 Subordinated Bonds and the final installment of interest shall be made upon surrender thereof to the Issuer at City Hall, 3500 Pan American Drive, Miami, Florida. Interest due through any date for a payment of interest shall be that in- terest to the extent accrued through the interest payment date. -10- 010722 The 1990 Subordinated Bonds shall be issued as one fully -registered bond in the initial denomination of $3,500,000. SECTION 8. Execution of 1990 Subordinated Bonds. The 1990 Subordinated Bonds shall be executed in the name of the City by the Mayor or the Vice Mayor of the City and the official seal of the City shall be imprinted, impressed, re- produced or lithographed on the 1990 Subordinated Bonds and attested to and countersigned by the Clerk or any Deputy Clerk of the City. The City Attorney of the City is hereby authorized to execute the 1990 Subordinated Bonds to approve the form thereof. The signatures on the 1990 Subordinated Bonds may be facsimile, but one officer executing the 1990 Subordinated Bonds shall do so by manual signature unless the City appoints an authenticating agent, Registrar (other than the City) or transfer agent who shall be authorized and directed to cause one of its duly authorized officers to manually execute the 1990 Subordinated Bonds. In case any officer whose signature shall appear on the 1990 Subordinated Bonds shall cease to be such officer before the delivery thereof, such signature shall neverthe- less be valid and sufficient for all purposes the same as if he or she had remained in office until such delivery. Any 1990 Subordinated Bond may be signed by such persons who hold such offices at the actual time such 1990 Subordinated Bond has been duly authenticated and delivered under this Ordinance. If a Registrar (other than the City), authenti- cating agent or transfer agent is appointed, the Registrar's certificate of authentication on any 1990 Subordinated Bond shall be deemed to have been duly executed if manually signed by an authorized officer of the Registrar, authenti- cating agent or transfer agent, but it shall not be neces- sary that the same officer manually sign the certificate of authentication of all of the 1990 Subordinated Bonds that may be issued hereunder at any one time. SECTION 9. Negotiability, Registration and Transfer of the 1988 Subordination Bonds. The 1990 Subordinated Bonds shall be and have all the qualities of certificated securities in registered form and of negotiable securities under the Uniform Commercial Code -- Investment Securities Act of the State of Florida. The Registrar shall keep books for the registration of and for the registration of transfers of 1990 Subordinated Bonds as provided in this Ordinance. The transfer of any 1990 Subordinated Bonds may be registered only upon such books and only upon surrender thereof to the -11- U10722 Registrar together with an assignment duly executed by the Bondholder or his attorney or legal representative in such form as shall be satisfactory to the Registrar. Upon any such registration of transfer the City shall execute and the Registrar shall authenticate and deliver in exchange for such 1990 Subordinated Bond, a new 1990 Subordinated Bond or Bonds registered in the name of the transferee, and in an aggregate principal amount equal to the principal amount of such 1990 Subordinated Bond or Bonds so surrendered less amounts redeemed, if any. In all cases in which 1990 Subordinated Bonds shall be exchanged, the City shall execute and deliver, at the earliest practicable time, 1990 Subordinated Bonds of the same type in accordance with the provisions of this Ordinance. All 1990 Subordinated Bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by the Registrar. The City or the Registrar (if other than the City) may make a charge for every such ex- change or registration of transfer of 1990 Subordinated Bonds sufficient to reimburse it for any tax or other gov- ernmental charge and out-of-pocket costs required to be paid with respect to such exchange or registration of 'transfer, but no other charge shall be made to any Bondholder for the privilege of exchanging or registering the transfer of 1990 Subordinated Bonds under the provisions of this Ordinance. Neither the City nor the Registrar (if other than the City) shall be required to make any such exchange or registration of transfer of 1990 Subordinated Bonds after notice of redemption of the 1990 Subordinated Bonds or any portion thereof has been given pursuant to the Ordinance. SECTION 10. Ownership of 1990 Subordinated Bonds. The person in whose name any 1990 Subordinated Bond shall be registered shall be deemed and regarded as the.ab- solute owner thereof for all purposes, and payment of or on account of the principal, redemption premium, if any, and the interest on any such 1990 Subordinated Bonds, shall be made only to or upon the order of the Bondholder thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond including the premium, if any, and interest thereon to the extent of the sum or sums so paid. SECTION 11. 1990 Subordinated Bonds Mutilated, Destroyed, Stolen or Lost. In case any 1990 Subordinated Bond shall become mutilated, or be destroved, stolen or lost, the City may in its discretion cause to be executed and deliver, a new 1990 Subordinated Bond of like date and tenor as the 1990 Subordinated Bond so mutilated, destroyed, -12- 010722 stolen or lost, in exchange and substitution for such mutilated 1990 Subordinated Bond upon surrender and cancel- lation of such mutilated 1990 Subordinated Bond or in lieu of and substitution for the 1990 Subordinated Bond des- troyed, stolen or lost, and upon the Bondholder furnishing the City and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the City and the Registrar may prescribe and paying such expenses as the City and the Registrar may incur. All 1990 Subordinated Bonds so surrendered shall be canceled by the City. If any of the 1990 Subordinated Bonds shall have matured or be about to mature, instead of issuing a substitute 1990 Subordinated Bond, the City may pay the same, upon being indemnified as aforesaid, and if such 1990 Subordinated Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate 1990 Subordinated Bonds issued pursuant to this Section shall constitute original, addi- tional contractual obligations on the part of the City whether or not the lost, stolen or destroyed 1990 Subordinated Bonds be at any time found by anyone, and such duplicate 1990 Subordinated Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinaf- ter pledged, to the same extent as all other 1990 Subordinated Bonds issued hereunder. SECTION 12. Provision for Redemption. The 1990 Subordinated Bonds shall be subject to redemption, without premium or penalty, in whole or in part, at the option of the City, on any date upon three (3) business days' advance written notice to the Bondholders thereof; provided, how- ever, that redemption in part shall be in minimum amounts of $50,000. SECTION 13. Form of 1990 Subordinated Bonds. The text of the 1990 Subordinated Bonds and the form of assign- ment shall be in substantially the following form, with such omissions, insertions and variations as may be necessary, desirable, authorized or permitted by this Ordinance or by any subsequent resolution adopted prior to the issuance thereof or as may be necessary to comply with applicable laws, rules and regulations of the United States and of the State of Florida in effect upon the issuance thereof. -13- U1.Qi22 [FORM OF 1990 SUBORDINATED BONDS] No. R-1 $ UNITED STATES OF AMERICA STATE OF FLORIDA THE CITY OF MIAMI SUBORDINATED PARKING SYSTEM REFUNDING REVENUE BOND, SERIES 1990 The City of Miami, Florida, a Florida municipal corporation (the "Issuer" or the "City"), for value received, hereby promises to pay to as the registered hol- der hereof, or its legal representatives or registered as- signs as hereinafter provided (the "Bondholder"), solely from the sources hereinafter identified, on the 15th day of December, 1995 (or earlier as hereinafter provided), upon presentation and surrender hereof to the Issuer at the ad- dress provided below, the principal sum of DOLLARS in any coin or currency of the United States of America which on the date of payment thereof is legal tender for the payment of public and private debts, and to pay, from such sources and in like coin or currency, interest thereon from and including the date hereof until this Bond shall be paid in full at a rate requal to 81% of the Prime Rate (as hereinafter defined), adjusted on a daily basis to reflect changes in the Prime Rate, and subject to adjustment as provided below (the "Rate of Interest"). Such interest shall be payable quarterly on the 15th day of each June, September, December and March, commencing on June 15, 1990, and upon maturity hereof. Any delinquent payments of prin- cipal or interest required to be paid hereunder shall bear interest at the lesser of the Prime Rate or the maximum rate permitted to be charged under applicable law, accruing from the date such payment was due, payable upon demand. As used herein, the following terms shall have the meanings set forth below: "Prime Rate" means the annual rate of interest an- nounced from time to time by SunBank, National Association as its prime rate which rate is only a benchmark, is purely discretionary and is not necessarily the best or lowest in- terest rate charged borrowing customers of any subsidiary bank of SunBank, National Association. -14- Oi0722 "Base Percentage" means eighty-one percent (81%), as adjusted under the terms hereof. "Code" means the Internal Revenue Code of 1986, as amended, and any applicable regulations thereunder. "Maximum Corporate Tax Rate" means, on the date of this Bond, thirty-four percent (34%), and thereafter the maximum marginal rate of income tax imposed on corporations under Section 11 or any successor provision of the Code. The Rate of Interest payable on this Bond shall be subject to adjustment as follows: (i) Change in Maximum Corporate Tax Rate. In the event of a change in the Maximum Corporate Tax Rate, the Base Percentage shall be adjusted to a percentage equal to the Base Percentage in effect on the date of the change in the Maximum Corporate Tax Rate multiplied by a fraction, the numerator of which is equal to the product of one minus the Maximum Corporate Tax Rate in effect on such date of adjust- ment, and the denominator of which is 0.66. (ii) Other Adjustments. In addition to the forego- ing adjustments, if any change in law or the interpretation thereof occurs hereafter, other than a change described in (i) above, and, as a result thereof, the Bondholder or a former Bondholder of this Bond determines that such change will result in (1) a disallowance, elimination, reduction, disqualification or loss of right to claim any deduction or credit for Federal or state or local income tax purposes of such Bondholder or of any affiliated group of which such Bondholder is or was a member (hereinafter referred to as a "Loss"), and/or (2) the imposition of any preference, mini- mum or other special tax under the Federal, state or local tax laws (hereinafter referred to as "Tax"), and such Loss or Tax is directly related to such Bondholder's ownership•of this Bond or the receipt of income therefrom, then the City agrees to increase the interest payments to be made or previously made to such Bondholder with respect to this Bond by an amount which, after deduction of all taxes required to be paid as a result of such Bondholder's receipt of such sums (including, without limitation, any tax arising from a reduction in an amount which would otherwise be allowable as a deduction from income for purposes of calculating such tax), will maintain such Bondholder's after-tax yield resul- ting from the holding of this Bond at the same levels which would have been realized if such change in law or inter- pretation thereof did not occur. All calculations of such Bondholder's after-tax yield shall be determined on the -15- OJL0722 basis of assumptions that (a) the Bondholder would have realized the assumed tax benefit of the deduction or credit if such change in law or interpretation thereof did not oc- cur and (b) the Bondholder has marginal federal, state and local corporate income tax rates which are the highest mar- ginal rates imposed by the laws applicable to such Bondholder. The Rate of Interest shall be further adjusted for any amendment to the Code which causes the after-tax yield to the Bondholder to be higher than such yield as of the date immediately before the effective date of such amendment. In the case of any such adjustment under this paragraph, the Bondholder shall provide the City with its computations of such adjustment. More than one adjustment may be made pursuant to the above paragraphs as of any date, however, any adjustment of the Rate of Interest under (i) or (ii) above shall not take into account any other adjustment as of such date of adjustment. In the event that multiple adjustments are made under (i) and (ii) above as of any date, the total adjustment as of such date shall be cumulative, but in no event shall the in- terest rate on this Bond ever exceed the maximum rate per- - mitted by law. If the interest on this Bond becomes includable in the gross income of the Bondholder for federal income tax purposes for whatever reason, this Bond will bear interest from the earliest effective date on which interest payable on this Bond is so includable in the gross income of the Bondholder at a rate per annum equal to the Prime Rate. The City will also pay the Bondholder of this Bond any additions to tax, penalties or any such interest owed by the Bondholder of this Bond due to the failure of the Bondholder of this Bond to include interest on this Bond in its gross income for federal income tax purposes and any ar- rears resulting from a determination of taxability, and any penalties in the form of interest or otherwise shall be paid by the Issuer on the next succeeding interest payment date, provided, however, that in no event shall the interest, or any amounts deemed to be interest, paid on this Bond exceed the maximum lawful rate. All payments of interest on this Bond {other than the final installment of interest) will be paid by check mailed or wire sent to the Bondholder hereof at its address as it appears on the registration books of the Issuer, or elsewhere as shall be directed by the Bondholder hereof. Payment of the principal hereof and the final installment of interest shall be made upon surrender hereof to the Issuer at City Hall, 3500 Pan American Drive, Miami, Florida. -16- OJL0722 Interest due through any date for a payment of interest hereunder shall be that interest to the extent accrued through the interest payment date. This Bond is issued to finance the current refund- ing of the Issuer's Subordinated Parking System Revenue Bonds, Series 1988 and Subordinated Parking System Revenue Bonds, Second 1988 Series pursuant to the authority of and in full compliance with the laws of the State of Florida, including particularly, the Charter of the City (but only to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes); Chapter 166, Florida Statutes; Ordinance No. 10115 (the "General Ordinance") adopted on June 26, 1986, and Ordinance No. , adopted on April 12, 1990 (the "1990 Subordinated Debt Ordinance"). This Bond is issued in compliance with Section 18 of Ordinance No. 10186 of the City, adopted on December 11, 1986 (the "1986 Subordinated Debt Ordinance"). The General Ordinance,' the 1986 Subordinated Debt Ordinance and the 1990 Subordinated Debt Ordinance are collectively referred to herein as the Ordinances. This Bond is subject to all terms and conditions of the Ordinances, and capi- talized terms not otherwise defined herein shall have the same meanings as ascribed to them in the 1990 Subordinated Debt Ordinance or the General Ordinance. This Bond and the interest hereon are payable from and secured solely by a lien upon and pledge of all moneys from time to time in the General Reserve Account established pursuant to the General Ordinance, subject and subordinate to the lien on such moneys of•the City's $16,275,000 Parking System Revenue Bonds, Series 1986 (the "Senior Bonds"), and on a parity with the City's $2,000,000 Subordinated Parking System Bonds, Series 1986, the obligations of the City under a Repayment Agreement and a Pledge Agreement, both dated as of December 30, 1986, and both between the City and Sun Bank/Miami, N.A., and the obligations of the City under a Participation Agreement dated August 28, 1989, between the City and the First Municipal Loan Council, all as more fully described in the Ordinances and Resolution No. 89-461 adopted on April 11, 1989, and Ordinance No. 10632, adopted on September 14, 1989. Reference is made to the Ordinances for the provisions, among others, relating to the terms, lien and security for this Bond, the application of the proceeds of this Bond, the rights and remedies of the Bondholder of this Bond, and the extent of and limitations on the City's rights, duties, and obligations, to all of which provisions the Bondholder assents by acceptance hereof. -17- 010722 This Bond shall not be deemed to constitute a gen- eral indebtedness or obligation or pledge of the faith and credit of the Issuer, the State of Florida or any other political subdivision thereof within the meaning of any con- stitutional, legislative, charter or ordinance provision or limitation, and it is expressly agreed by the Bondholder of this Bond that such Bondholder shall never have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the Issuer or any other political subdivision of the State of Florida or taxation in any form on any real or personal property for the payment of the principal of, premium, if any, and interest on this Bond or for the payment of any other amounts provided for in the Ordinances. It is further agreed by the Issuer and the Bondholder of this Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien on any property of or in the City, but shall constitute a lien only on the moneys described above, in the manner provided in the Ordinances. This Bond is subject to redemption prior to its maturity at the option of the City in whole or in part on any date, without premium or penalty, upon three (3) busi- ness days' advance written notice to the Bondholder hereof; provided, however, that redemptions in part shall be in min- imum amounts of $50,000. The registration of this Bond may be transferred upon the registration books upon delivery to the City, or if a separate registrar has been appointed by the City, to such registrar, accompanied by a written instrument or instru- ments of transfer in form and with guaranty of signatures satisfactory to the duly authorized registrar of the City, duly executed by the Bondholder of this Bond or by his attorney -in -fact or legal representative, containing written instructions as to the detail of transfer of this Bond, along with the social security number or federal employer identification of such transferee. In all cases of a trans- fer of this Bond, the City, or if a separate registrar has been appointed by the City, such registrar, shall at the earliest practical time according to the provisions of the 1990 Subordinated Debt Ordinance enter the transfer of ow- nership in the registration books and shall deliver in the name of the transferee a new fully registered certificate of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same sources of funds. The City may charge the Bondholder of this Bond for the registration of every -ls- 010722 such transfer of this Bond sufficient to reimburse it for any tax, fee or any other governmental charge required (other than by the City) to be paid with respect to the reg- istration of such transfer, and may require that such amounts be paid before any new such Bond shall be delivered. If the date for payment of the principal of, pre- mium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of Miami, Florida, are authorized by law or exe- cutive order to close, then the date for such payment shall be the immediately succeeding day which is not a Saturday, Sunday, legal -holiday or a day on which such banking insti- tutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nomi- nal day of payment. This Bond is and has all the qualities of certifi- cated securities in registered form and of negotiable securities under the Uniform Commercial Code -- Investment Securities Law of the State of Florida. It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed precedent to and in connection with the is- suance of this Bond exists, have happened and have been per- formed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto, and that the issuance of this Bond does not violate any constitutional, statutory or charter limitation or provision. This Bond shall bind the City and its successors and assigns, and the benefits hereof shall inure to the payee hereof and its successors and assigns. -19- 01.0'722 A IN WITNESS WHEREOF, The City of Miami, Florida, has issued this Bond and has caused the same to be executed by its Mayor and attested by its City Clerk, and its seal to be impressed hereon, all as of the day of April, 1990. CITY OF MIAMI, FLORIDA (SEAL) ATTEST: By City Clerk By Mayor APPROVED AS TO FORM: 1' By City Attorney ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor"), hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Bond and all rights thereunder, and hereby ir- revocably constitutes and appoints (the "Transferee') as attorney to registered the transfer of the within Bond on the books kept for registration and reg- istration of transfer hereof, with full power of substitu- tion in the premises. -20- OJL0722 Date: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or a trust company. Bondholder NOTICE: No transfer will be registered and no new Revenue Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. {END OF BOND FORM) SECTION 14. Application of Provisions of the General Ordinance. The 1990 Subordinated Bonds, herein authorized, shall for all purposes (except as herein ex- pressly provided) be considered to be issued in accordance with the provisions of the General Ordinance, and shall be entitled to all the protection and security provided therein for Subordinated Debt. SECTION 15. Application of 1990 Subordinated Bond Proceeds. Proceeds from the sale of the 1990 Subordinated Bonds shall be applied by the City simultaneously with the delivery thereof to pay the principal of the 1988 Bonds on the date of redemption thereof. SECTION 16. Limited Obligations of the City. The 1990 Subordinated Bonds shall not be or constitute a general obligation or indebtedness of the City, the State of Florida or any political subdivision thereof within the meaning of the Constitution of the State of Florida or any legislative charter or ordinance provision or limitation, but shall be payable solely from and secured by a lien upon and pledge of all moneys from time to time in the General Reserve Account. No Bondholder shall ever have the right to compel the exer- cise of the ad valorem taxing power of the City or any other political subdivision of the State of Florida or taxation in any form on any property to pay the 1990 Subordinated Bonds -21- 01:0 722 or the interest thereon, nor shall any such Bondholder be entitled to payment of such principal and interest or pre- mium thereon from any other fund of the City except funds in the General Reserve Account as herein provided. No lien or encumbrance on or security interest in the Project shall be granted in favor of the Bondholders. SECTION 17. Covenants of the City. Until the principal of and interest on the 1990 Subordinated Bonds are fully paid, the City covenants with the Bondholders from time to time thereof as follows: A. Pledge. The payment of the principal of, pre- mium, if any, and interest on the 1990 Subordinated Bonds shall be secured forthwith equally and ratably by an irrevo- cable lien on and pledge of all moneys from time to time in the General Reserve Account created pursuant to the General Ordinance, subject and subordinate to the pledge thereof to the Senior Bonds and on a parity with the pledge thereof to the 1986 Subordinated Bonds and the obligations of the City with respect to the Repayment Agreement, the Pledge Agreement and the Participation Agreement. B. Rates and Charges. The City, through the Department, shall fix, charge and collect rates, fees, ren- tals and charges for the use of the Parking System, and shall revise such rates, fees, rentals and charges as often as may be necessary or appropriate, to produce Revenues in each Fiscal Year at least equal to the sum of (a) Current Expenses for such Fiscal Year, plus (b) 125% of the amount necessary during such Fiscal Year to pay the principal and interest coming due on the Senior Bonds, the 1986 Subordinated Bonds and all amounts due under the Pledge Agreement, the Repayment Agreement and the Participation Agreement, plus (c) 150% of the interest payments coming due during such Fiscal Year on the 1990 Subordinated Bonds, plus (d) 125% of the principal and interest payments coming due during such Fiscal Year on any other indebtedness permitted in compliance herewith, plus (e) the amounts required to be deposited in the Reserve Account under the General Ordinance, if any, for such Fiscal Year. If, in any Fiscal Year, the Revenues are not suffi- cient to meet the requirements of the preceding paragraph, the City, through the Department, will take action to revise the rates, fees, rentals and charges, to alter the methods of operation, or take whatever other action is necessary to produce the amount so required in such period. If the financial statements for the Department for any Fiscal Year indicate that the requirements set forth in -22- 410�22 this Section 17B have not been satisfied, then, within fif- teen (15) days of the receipt of the financial statements by the Department, the City, through the Department, will em- ploy a Parking Consultant to review and analyze the finan- cial status and the administration and operations of the Parking System, to inspect the properties constituting the Parking System and to submit to the City, the Department and the Purchaser, if the Purchaser is a Bondholder at such time, within sixty (60) days thereafter, a written report on the same, including the action taken by the City, through the Department, with respect to the revision of the rates, fees, rentals and charges, which report may contain recom- mendations of further revisions of the rates, fees, rentals, charges and methods of operation of the Parking System that will result in producing the amount so required during the ensuing Fiscal Year. Promptly upon its receipt of such recommendations, the Department will transmit copies thereof to the City Commission and will take such further action as is then in the best interests of the City and its citizens and those of the Bondholders. In the event that the City fails to take the ac- tions described in this Section 17B, the Bondholders may in- stitute and prosecute an action or proceeding in any court having jurisdiction in Dade County, Florida, or before any board or commission having jurisdiction, to compel the City to comply with the requirements of this Section 18B. C. Additional Indebtedness. So long as the 1990 Subordinated Bonds remain outstanding, the City shall 'not issue additional indebtedness having a lien on the moneys in the General Reserve Account or any other fund or account created under the General Ordinance of equal .or prior dig- nity to that of the Bondholders hereunder without the prior written consent of the Bondholders of all 1990 Subordinated Bonds then outstanding, which may be given or withheld in the sole discretion of such Bondholders. Notwithstanding the immediately preceding sentence, however, nothing herein shall be construed to prohibit the City from issuing obliga- tions to refund the Senior Bonds or the 1986 Subordinated Bonds so long as during the period for which any 1990 Subordinated Bonds remain outstanding, the amount of princi- pal and interest due and payable in any Fiscal Year on obli- gations refunding the Senior Bonds does not exceed the amount of principal and interest due during such Fiscal Year on the Senior Bonds and the amount of principal and interest due and payable in any Fiscal Year on obligations refunding the 1986 Subordinated Bonds does not exceed the amount of principal and interest due during such Fiscal Year on the 1986 Subordinated Bonds. -23- D. Payment of Principal, Interest and Premium. The City, through the Department, shall cause to be paid, when due, the principal of (whether at maturity, by acceler- ation, by call for redemption or otherwise) and the premium, if any, and interest on the Senior Bonds, the 1986 Subordinated Bonds, the Repayment Agreement, the Pledge Agreement, the Loan Agreement and the 1990 Subordinated Bonds at the places, on the dates and in the manner provided in the General Ordinance, the 1986 Subordinated Debt Ordinance and this Ordinance, respectively, according to the true intent and meaning thereof. E. Operation of Parking System. The Department shall establish and enforce reasonable rules and regulations governing the operation and use of the Parking System, oper- ate the Parking System in an efficient and economical man- ner, maintain the properties constituting the Parking System in good repair and in sound operating condition for so long as the same are necessary to the operation of the Parking System upon a revenue -producing basis, and comply with all valid acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body that are applicable to the Parking System. F. Free Use. No use of the facilities of the Parking System shall be permitted without compensation. G. Records, Accounts and Audits. The Department shall keep the funds, accounts, money and investments of the Parking System separate from all other funds, accounts, money and investments of the Department and shall keep ac- curate records and accounts of all items of costs and of all expenditures relating to the Parking System and of the Revenues collected and the application of such Revenues. H. Insurance. So long as any Senior Bond is Outstanding, the Department shall purchase and maintain in- surance covering such properties belonging to the Parking System as required under the General Ordinance. If all the Senior Bonds shall no longer be Outstanding, then, in such event, the Department shall purchase and maintain such in- surance covering such properties belonging to the Parking System as are customarily insured against loss or damage from such causes as are customarily insured against by en- terprises of a similar nature, business interruption in- surance, use and occupancy insurance and comprehensive gen- eral liability insurance on the Parking System for bodily injury and property damage. Such protection may consist of insurance, self-insurance and/or indemnities. Any insurance required hereunder shall be in the form of policies or con- tracts for insurance with insurers of good standing, shall -24- 0107Z2 be payable to the City and may provide for such deductibles, exclusions, limitations, restrictions, and restrictive en- dorsements customary in policies for similar coverage issued to entities operating properties similar to the properties of the Parking System. Any self insurance shall be in the amounts, manner and of the type provided by entities operat- ing properties similar to the properties of the Parking System. I. Notice of Taking; Cooperation of Parties. If any public authority or entity attempts to take or damage all or any part of the Parking System through Eminent Domain proceedings or through public referendum, the City and the Department shall take prompt and appropriate measures to protect and enforce their rights and interests and those of the Bondholders in connection with such proceedings. Upon receiving notice of the institution of Eminent Domain proceedings by any public instrumentality, body, agency or officer or the reinstitution of a public referendum, the Department shall deliver written notice thereof to the Purchaser (if it remains a Bondholder at such time). - The Net Proceeds of any award or compensation resulting from Eminent Domain proceedings shall be applied in accordance with the provisions of Section 71O(a) of the General Ordinance. J. Compliance with Applicable Law_. So long as any 1990 Subordinated Bond is outstanding, the City and the Department shall comply or cause there to be compliance with all applicable laws, orders, rules, regulations and require- ments of any municipal or other governmental authority hav- ing jurisdiction relating to the construction, use and oper- ation of the Parking System. Nothing contained in this Section 17J shall prevent the City and the Department from contesting in good faith the applicability or validity of any law, ordinance, order, rule, regulation, or requirement, so long as their failure to comply with the same during the period of such contest will not materially impair the opera- tion or the revenue -producing capability of the Parking System. K. Payment of Charges and Covenant Against Encumbrances. Except as provided in the General Ordinance, the 1986 Subordinated Debt Ordinance or herein, the City and the Department shall not create or suffer to be created any lien or charge upon the Parking System or any part thereof, or on the Revenues. The City and the Department shall pay or cause to be discharged, or shall make adequate provision to satisfy and discharge, within 60 days after the same become due and payable, all lawful costs, expenses, liabilities and -25- 010722 charges relating to the maintenance, repair, replacement or improvement of the properties constituting the Parking System and the operation of the Parking System and lawful claims and demands for labor, materials, supplies or other objects that might by law become a lien upon the Parking System or Revenues if unpaid. Nothing contained in this Section shall require the City or the Department to pay or cause to be discharged, or make provision for the payment, satisfaction and discharge of, any lien, charge, cost, lia- bility, claim or demand so long as the validity thereof is contested in good faith and by appropriate legal proceedings. L. Disposition of Parking System. Except as pro- vided in Section 713 of the General Ordinance, the Department shall not sell or otherwise dispose of all or any part of the properties constituting the Parking System. M. Further Instruments and Actions. The City and the Board shall, from time to time, execute and deliver such further instruments or take such further actions as may be required to carry out the purposes of this Ordinance. N. Monitoring Covenant. The Department shall provide to the Purchaser, simultaneously with delivery to the Trustee, or any other party authorized to receive the same pursuant to any documents related to any obligations issued to refund the Senior Bonds) all notices, reports, budgets, financial statements, pro forma statements, records, audits, opinions, certificates or instruments required in the General Ordinance (or any documents related to any obligations issued to refund the Senior Bonds) unless the delivery of any such notices, reports, budgets, finan- cial statements, pro forma statements, records, audits, opinions, certificates or instruments is waived or deemed waived by the Trustee (or such other party). SECTION 18. Events of Default. Each of the fol- lowing events is hereby declared an "Event of Default": (a) payment of the principal of and the redemption premium, if any, on any of the Senior Bonds, the 1986 Subordinated Bonds, the Repayment Agreement, the Pledge Agreement, the Loan Agreement or the 1990 Subordinated Bonds is not made when the same is due and payable, either at maturity or by redemption or otherwise; (b) payment of the interest on any of the Senior Bonds, 1986 Subordinated Bonds, the Repayment Agreement, the Pledge Agreement, the Loan -26- 010 722 Agreement or the 1990 Subordinated Bonds is not made when the same is due and payable; (c) final judgment for the payment of money in excess of $500,000 is rendered against the City' or the Department as a result of the ownership, control or operation of the Parking System, and any such judgment is not discharged within sixty (60) days from the date of entry thereof or an appeal is not taken therefrom or from the order, decree or process upon which or pursuant to which such judg- ment shall have been granted or entered, in such manner as to stay the execution of or levy under such judgment, order, decree or process or the en- forcement thereof; (d) the City or the Department: (i) becomes insolvent or the subject of insolvency proceedings; or ( ii ) is unable, or admits in writing its inabil- -o'� ity, to pay its debts as they mature; or (iii) makes a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its property; or (iv) files a petition or other pleading seeking reorganization, composition, readjustment, or liquidation of assets, or requesting similar relief; or (v) applies to a court for the appoint- ment of a receiver or it or for the whole or any part of the Parking System; or (vi) has a receiver or liquidator appointed for it or for the whole or any part of the Parking System (with or without the, consent of the City or the Department) and such receiver is not discharged within ninety (90) con- secutive days after his appointment; or (vii) becomes the subject of an "order for relief" within the meaning of the United States Bankruptcy Code; or .(viii) files an answer to a creditor's petition admitting the material allegations thereof for liquidation, reorganization, readjustment or composition or to effect a plan or other arrange- ment with creditors or fail to have such petition dismissed within sixty (60) consecutive days after the same is filed against the City or the Department; (e) the City or the Department defaults in the due and punctual performance of any other of the covenants, conditions, agreements and provi- sions contained in the General Ordinance, the 1986 Subordinated Debt Ordinance or in this Ordinance, and such default continues for sixty (60) days af- -27- 22 ti ter receipt by the City and the Department of a written notice from the Trustee (or, from the Bondholder, in the case of such default under this Ordinance) specifying such default and requesting that it be corrected, provided that if prior to the expiration of such sixty-day period the City or the Department institutes action reasonably designed to cure such default, no "Event of Default" shall be deemed to have occurred upon the expiration of such sixty-day period for so long as the City or the Department pursues such curative action with reas- onable diligence. SECTION 19. Acceleration of Maturities. Upon the happening and continuance of any Event of Default specified in Section 18 hereof, the Bondholders of not less than 51% in aggregate principal amount of the 1990 Subordinated Bonds then outstanding, may, by a notice in writing to the City and the Department, declare the principal of all of the 1990 Subordinated Bonds then outstanding (if not then due and payable) to be due and payable immediately, and upon such declaration the same shall become and be immediately due and payable, anything contained in the 1990 Subordinated Bonds or in this Ordinance to the contrary notwithstanding. If all such Events of Default which have occurred hereunder have been satisfied after the principal of and interest on the 1990 Subordinated Bonds have been declared to be due and payable and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Ordinance, then and in every such case the Bondholders of not less than 51% in aggregate prin- cipal amount of the 1990 Subordinated Bonds then outstanding shall, by written notice to the City and the Department, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent Event of Default or impair any right conse- quent thereon. SECTION 20. Remedies. In addition to any remedies then available to the Bondholders under this Ordinance and under State and federal law, upon the occurrence of an Event of Default the Bondholders of not less than 51'o in aggregate principal amount of the 1990 Subordinated Bonds then out- standing may: (a) Upon the filing of a suit or other com- mencement of judicial proceedings to enforce their rights under this Ordinance, the Bondholders shall be entitled, as a matter of right, to the extent permitted by applicable law, to the appointment of -28- OJL0 '22 a receiver or receivers of the Parking System pend- ing such proceedings, with such powers as the court making such appointments confers. (b) Take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due or to enforce observance or performance of any covenant, condition or agreement of the City and the Department under this Ordinance. SECTION 21. Enforcement of Remedies. Upon the happening and continuance of any Event of Default specified in Section 18 hereof, the Bondholders of not less than 51% in aggregate principal amount of the 1990 Subordinated Bonds then outstanding may, proceed to protect and enforce the rights of the Bondholders under federal or State law or un- der this Ordinance by such suits, actions or special proceedings in equity or at law, either for the specific performance of any covenant or agreement contained herein or in aid of execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as such Bondholders shall deem most effectual to protect and enforce such rights. SECTION 22. Effect of Di-:.ontinuance of Proceedings. If any proceeding taken by the Bondholders on account of any Event of Default is discontinued or abandoned for any reason, then and in every such case, the City, the Board, the Department, and the Bondholders shall be restored to their former positions and rights hereunder. SECTION 23. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Bondholders is intended to be exclusive of any other remedy or remedies herein provided, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereun- der or now or hereafter existing at law or in equity. SECTION 24. Delay Not a Waiver. No delay or omis- sion by any Bondholder in the exercise of any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or any acquiescence therein, and every power or remedy given by this Ordinance to the Bondholders may be exercised from time to time and as often as may be deemed expedient. SECTION 25. Right to Enforce Payment of 1990 Subordinated Bonds Unimpaired. Nothing herein shall affect or impair the right of any Bondholder to enforce the payment MW'M 010722 of the principal of and interest on its 1990 Subordinated Bonds or the obligation of the City and the Department to pay the principal of and interest on each 1990 Subordinated Bond to the Bondholder thereof at the time and place speci- fied in said 1990 Subordinated Bond. SECTION 26. Defeasance. If, at any time, the City shall have paid, or shall have made Provision for Payment (as hereafter defined) of, the principal, interest and redemption premiums, if any, with respect to the 1990 Subordinated Bonds, then, and in that event, the lien of the Bondholders shall be transferred to the funds invested in Government Obligations created for the Provision for Payment and the Bondholders' pledge of and lien on the moneys in the General Reserve Account and the Acquisition Account, if any, shall thereupon be released and of no further effect. For purposes hereof, "Provision for Payment" shall mean deposit of sufficient cash and/or principal of .. Government Obligations in an irrevocable trust with a bank- ing institution or trust company, for the sole benefit of the Bondholders, to make timely payment of the principal, interest, and redemption premiums, if any, through the date of redemption on the Outstanding 1990 Subordinated Bonds. Nothing herein shall be deemed to require the City to call any of the Outstanding 1990 Subordinated Bonds for redemp- tion prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the City in determining whether to exercise any such option for early redemption. Notwithstanding anything in this Section 26 to the contrary, however, the obligations of the City under Section 27 hereof shall remain in full force and effect until such time as such obligations are fully satisfied. SECTION 27. Compliance with Tax Requirements. The City hereby covenants and agrees, for the benefit of the Bondholders from time to time of the 1990 Subordinated Bonds, to comply with the requirements applicable to it con- tained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Code, or any successor provisions to the extent necessary to preserve the exclusion of interest on the 1990 Subordinated Bonds from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the City covenants and agrees: (1) to pay to the United States of America from any legally available funds, at the times reauired pursuant to Section 148(f) of the Code, -30- 010722 the excess of the amount earned on all nonpurpose investments (as defined in Section 148(f)(6) of the Code) over the amount which would have been earned if such non -purpose investments were invested at a rate equal to the yield on the 1990 Subordinated Bonds, plus any income attributable to such excess (the "Rebate Amount"); (2) to maintain and retain all records per- taining to and to be responsible for making or causing to be made all determinations and calcula- tions of the Rebate Amount and required payments of the Rebate Amount as shall be necessary to comply with the Code; (3) to refrain from using proceeds from the 1990 Subordinated Bonds in a manner that would cause the 1990 Subordinated Bonds or any of them, to be classified as private activity bonds under Section 141(a) of the Code; and (4) to refrain from taking any action that - would cause the 1990 Subordinated Bonds, or any of them, to become arbitrage bonds under Section 103(b) and Section 148 of the Code. The City understands that the foregoing covenants impose continuing obligations on the City to comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable. SECTION 28. General Reserve Account. Subject to the provisions of this Section 28 and of Section 21 of the 1986 Subordinated Debt Ordinance, all Revenues shall be held and applied pursuant to the General Ordinance, including, but not limited to, the manner provided in Articles V, VI and VII thereof. Until payment in full of the principal of and interest on the 1990 Subordinated Bonds, the City shall continue to maintain the General Reserve Account. After making the transfers set forth in the first paragraph of Section 509 of the General Ordinance, the City shall thereupon apply any amounts remaining in the General Reserve Account to secure and pay Subordinated Debt, and then, at its option, may apply any amounts remaining in the General Reserve Account for anv one or more of the following purposes but not necessarily in the following order (1) for any purpose for which money in the Construction Fund, the Renewal and Replacement Account and the Revenue Account may -31- 010722 K be used; (2) the purchase or redemption of Senior Bonds; (3) to secure and pay the classes of indebtedness described in Section 717 of the General Ordinance; and (4) to pay all or any part of the cost of additions, extensions and improve- ments to the Parking System. SECTION 29. City, The Board, Department and Bondholders Alone Have Rights Under Ordinance. Except as otherwise expressly provided herein, nothing in this Ordinance, express or implied, is intended or shall be con- strued to confer upon any person, firm or corporation, other than the City, the Board (as defined in the General Ordinance), the Department and the Bondholders of the 1990 Subordinated Bonds issued under and secured by this Ordinance, any right, remedy or claim, legal or equitable, under or by reason of this Ordinance. This Ordinance is in- tended to be for the sole and exclusive benefit of the City, the Board, the Department and the Bondholder. SECTION 30. Registrar and Paying Agent. The City shall act as the initial Registrar and Paying Agent with respect to the 1990 Subordinated Bonds, and may name succes- sor or additional Registrars and Paying Agents by subsequent ordinance or resolution. The City shall provide the Bondholders of notice of appointment of any successor or ad- ditional Registrars and Paying Agents. SECTION 31. Authorizations. The Mayor, the Vice Mayor, the City Manager, any Assistant City Manager, the Clerk, any Deputy Clerk, the City Attorney and their desig- nees are each designated as agents of the City in connection with the sale, issuance and delivery of the 1990 Subordinated Bonds and are authorized and empowered, collec- tively or individually, to take all actions and steps and to execute all instruments, documents and contracts on behalf of the City that are necessary or desirable in connection with the sale, execution, issuance and delivery of the 1990 Subordinated Bonds and which are not inconsistent with the terms and provisions of this Ordinance. SECTION 32. Modification or Amendment. This Ordinance may be modified and amended by the City from time to time prior to the issuance of the 1990 Subordinated Bonds. Thereafter, no modification or amendment of this Ordinance or of any resolution or ordinance amendatory hereof or supplemental hereto materially adverse to the hol- ders of the 1990 Subordinated Bonds may be made without the consent in writing of the Bondholders of not less than a majority in aggregate principal amount of the outstanding 1990 Subordinated Bonds, but no modification or amendment shall permit a change (a) in the maturity of the 1990 -32- 010722 Subordinated Bonds or a reduction in the Rate of Interest thereon (except pursuant to Section 7A hereof), (b) in the amount of the principal obligation of any 1990 Subordinated Bond, (c) that would affect the unconditional promise of the City to levy fees, rates, charges and rentals of the Parking System as herein provided, or (d) that would reduce such percentage of Bondholders of the 1990 Subordinated Bonds required above for such modifications or amendments, without the consent of all of the Bondholders of the 1990 Subordinated Bonds. For the purpose of Bondholders' voting rights or consents, the 1990 Subordinated Bonds owned by or held for the account of the City, directly or indirectly, shall not be counted. SECTION 33. Recitals in Preamble. The recitals contained in the preamble to this Ordinance are incorporated herein by this reference thereto and are adopted as if fully set forth in this Section 33. SECTION 34. Controlling Law; Members of Commission and Officials of City not Liable. All covenants, stipula- tions, obligations and agreements of the City contained in this Ordinance shall be deemed to be covenants, stipula- tions, obligations and agreements of the City and the Department to the full extent authorized and provided by the Constitution and laws of the State of Florida. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent or employee of the City Commission or the City or the Department or the Board in his individual capacity, and neither the members of the City Commission, the members of the Board nor any offi- cial executing the 1990 Subordinated Bonds shall be liable personally on the 1990 Subordinated Bonds or this Ordinance or shall be subject to any personal liability or accounta- bility by reason of the issuance or the execution by the City Commission or such members thereof. SECTION 35. Severability. If any one or more of the covenants, agreements or provisions of this Ordinance should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Ordinance or of the 1990 Subordinated Bonds issued hereunder. SECTION 36. Effective Date. This Ordinance shall become effective immediately upon its enactment. -33- ,C 010722 PASSED AND ADOPTED this 12th day of ril ►1990. iAVIE;R L. SUAREZ YOR ATT MAT. Y HIRAI► CITY CLERK PREPARED AND APPROVED BY: RAFAEL70. DIAZ ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: i OR E L . F NDEZ CITY ATTORNEY - 34 - TO: Honorable Mayor and Members DATE: April 4, 1990 of the City Commission FROM: John J. Mulvene „e,.� SUBJECT: EMERGENCY ORDINANCE NO. Executive Direct $3.5 MILLION SUBORDINATED PARYING 11apArt.m�nt of Of 'Strl}@t Par ins SYSTEM REVENUE BONDS The City of Miami Department of Off -Street Parking respectfully requests that the City Commission schedule the attached item as an emergency ordinance on April 12, 1990 to preserve the financial health and' security of the Department. 81L April 30, 1900, 43.5 million in bnnile mntnrm And, therefore. rV90:;® refinancing. I theDepartment ewould below themandated 1.25 service coverage farad to pay ll he existing without bonds refinancing, the deb ratio, JJM/pf 010722 WM RESOLUTION NO. 90-831 A RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR OR HIS DESIGNEE, TO NEGOTIATE FOR THE ISSUANCE OF CITY OF MIAMI SUBORDINATED PARKING SYSTEM REVENUE BONDS NOT TO EXCEED $3,500,000. AND THE SALE OF SUCH BONDS TO A BANK WHICH BONDS SHALL BE ISSUED AS DEBT SUBORDINATE TO THE EXISTING $16,275,000 CITY OF MIAMI, FLORIDA, PARKING SYSTEM REVENUE BONDS, SERIES 1986, AND ON A PARITY BASIS WITH THE $2,000,000 CITY OF MIAMI SUBORDINATED PARKING SYSTEM REVENUE BONDS, SERIES 1986, AND THE $6,500,000 FIRST MUNICIPAL LOAN COUNCIL POOLED LOAN PROGRAM REVENUES BONDS, SERIES 1985, FOR THE PURPOSE OF REFINANCING THE $2,500,000 AND $1,000,000 CITY OF MIAMI SUBORDINATED PARKING SYSTEM REVENUE BONDS SERIES 1988 WHICH WERE USED TO ACQUIRE LAND ANM CONSTRUCT A PUBLIC PARKING FACILITY IN THE LATIN QUARTER AND ARENA AREAS OF THE CITY OF MIAMI. WHEREAS, The Department of Off -Street Parking previously issued subordinated Parking System Revenue Bonds to purchase parcels of land and construction of additional parking facilities in the vicinity of the Latin Quarter and Arena areas to serve the public purpose; and WHEREAS, the demand for public parking in the vicinity surrounding the Latin Quarter and Arena continues; and WHEREAS, the Off -Street Parking Board has determined that it is necessary to issue the Bonds for the purpose of.refinancing previously issued bonds used to acquire land and pay a portion of the cost of erecting and constructing public parking facilities in such area of the City of Miami; and WHEREAS, the Department is required to seek the approval of the City of Miami Commission for the issuance of the Bonds; and 010722 2- WHEREAS, the Department will use its best efforts to seek the approval of the City Commission for the issuance of the Bonds; and WHEREAS, the payment of such Bonds will be subordinate to the $16,275,000 City of Miami, Florida, Parking System Revenue Bonds, Series 1986, and will be on a parity basis with the $2,000,000 City of Miami Subordinated Parking System Revenue Bonds, Series 1986 and the $6,500,000 First Municipal Loan Council Pool Loan Program Revenue Bonds, Series 1985; and r NOW, THEREFORE, BE IT RESOLVED BY THE DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI, FLORIDA: Section 1. The Executive Director, or his designee, is hereby authorized to negotiate for the issuance of the Bonds by the City of Miami and to negotiate the sale of the Bonds to a bank and is authorized and empowered to execute any and all documents and agreements in connection therewith. PASSED AND ADOPTED this 28th day of March, 1990. PATRICIA FASANO, Executive Secretary SEAL RES001.DOC DIANNE SAULEY SMITH, Chairperson OJL0722 3 ;J r MIAMI REVIEW Published Daily except Saturday, Sunday and Legal Holidays Miami, Dade County, Florida. STATE OF FLORIDA COUNTY OF DADE: Before the undersigned authority personally appeared Sookle Williams, who on oath says that she Is the Vice President of Legal Advertising of the Miami Review, a daily (except Saturday, Sunday and Legal Holidays) newspaper, published at Miami in Dade County, Florida; that the attached copy of advertisement, being a Legal Advertisement of Notice In the matter of CITY OF MIAMI, FLORIDA ORDINANCE NO. 10722 In the .......... . ... X.. X ..X ..... , ........... Court, was published In said newspaper In the Issues of April 20, 1990 Afflant further says that the said Miami Review Is a newspaper published at Miami In said Dade County, Florida, and that the said newspaper has heretofore been continuously gubl'$had In said Dade County, Florida, each day (except Saturday, Sunday and Legal Holidays) and has been entered as second class mall matter at the post office In Miami In said Dade C ty, Florida, for a period of one year next preceding the Ilr p Ilcatlon of the attached copy of advertisement; and .if fu er says that she has neither paid nor promised any Par or corporation any discount, rebate, commission or f d for the p rpose of securing this advertisement for pu I lion In thed newspaper. r ....... o�...y�. �, wor�r �6� Fri ad before me this 70MIF n`� ti N6iLr Vll1 1to{ to of Florlob at Large (SEAL) \ F� /)R'`l(� My COMM set 'zt res J 1990. , rv.cn,-•,rvvnw c,��rr�,rvn rnc,rvnrvac OF PROMOTING AND'PRODUCINCi ,THE 20TH'ANNUAt :? BUDWEISER UNLIMITED HYDROPLANE REGATTAITO'BEHELD ON JUNE 1, 2 AND 3,1990 AT THE MARINE•STADIUM; AUTHOW IZiNG THE CITY MANAGER TO ACCEPT SUCH GRANT AND YO" EXECUTE NECESSARY, DOCUMENT(S),'IN A FORM { ACCEPTABLE TO THE CITY ATTORNEY; WITH METROPOLITAN y DADE COUNTY TO,IMPLEMENT SAID GRANT; CONTAINING'A REPEALER PROVISION AND SEVERAWLITY CLAUSE. ' ' . ,ORDINANCE NO 10722 : , `�, AN EMERGENCY ORDINANCE OF THE CITY OF MIAMI, FLOR• _; IDA, AUTHORIZING THE ISSUANCE OF $3,500,000; IN AGGRE- GATE PRINCIPALAMOUNT OF SUBORDINATED, PARKING SYS. TEM REFUNDING REVENUE BONDS, SERIES 1990, OF THE CITY'_ FOR THE PURPOSE OF CURRENTLY°REFUNDING THE"CITY'S SUBORDINATED PARKING SYSTEM REVENUE BONDS, SERIE3 1988'AND' SECOND 1988 ,SERIES; PROVIDING FOR .THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST.ION SUCH NEW BONDS FROM AMOUNTS ON DEPOSIT IN THE 'GENERAL „ RESERVE ACCOUNT` CREATED PURSUANT TO ORDINANCE N0: 10115 OF THE CITY WITH';RESPECT TO THE, ISSUANCE OF THE CITY'S $16,275,060 PARKING SYSTEM REVENUE BONDS, SERIES 1986, ON A PARITY WITH'CERTAIN OBLIGATIONS OFTHE CITY . ENTERED INTO PURSUANT TO ORDINANCE NO. 10186 OF THE:::' CITY. WITH RESPECT TO THE, ISSUANCE OF THE•CITY,,'S $2,000,000 SUBORDINATED PARKING `SYSTEM`: REVENUE F` BONDS, SERIES 1986, AND ON; A PARITY WITH THE CITY'S, OBLIGATIONS` UNDER A PARTICIPATION AGREEMENT WITH '; THE FIRST MUNICIPAL LOAN'COUNCIL PROVIDING FOR CER' TAIN COVENANTS AND :'AGREEMENTS IN :CONNECTION THEREWITH;' AWARDING THE SALE OFSUCH BONDS=TO SUN BANKIMIAMI, N.A,; AUTHORIZING THE CITY OR, AN ENTITY,;- APPOINTED BY THE CITY TO ACT'AS PAYING AGENT- AND. REGISTRAR WITH RESPECT TO*ISAID BONDS; `AUTHORIZING.' CERTAIN OFFICIALS OF>THE, CITY TO: EXECUTE; ANY DOCU• ..., MENTS REQUIRED IN CONNECTION HEREWITH; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE'CITY TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE OF SAID BONDS; AND PROVIDING AN EFFECTIVE DATE.' ORDINANCE NO. 10723 1` AN ORDINANCE AMENDING SECTION 1 OF ORDINANCE NO: 10642, THE CAPITAL IMPROVEMENT` APPROPRIATIONS'';; ORDINANCE, ADOPTED SEPTEMBER 2k 198% AS AMENDED, BY INCREASING THE APPROPRIATIONS FOR THE CAPITAL PROJECT ENTITLED RENOVATION OF MANUEL ARTIME COM• MUNITY CENTER, PROJECT N0. 333083,IN THE'AMOUNT OF , $20,6000 FROM INTEREST`EARNED FROM THE STATE, OF'FLOR- IDA DIRECT APPROPRIATION .GRANT; CONTAIN ING A REPEALER PROVISION AND'A SEVERABILITY CLAUSE. ORDINANCE NO. 10724 AN EMERGENCY ORDINANCE SETTING FORTH CONDITIONS WHICH SHALL DETERMINE THE ORDER OF SERVICE AT A • BOARD MEETING BY THE TWO. ALTERNATE MEMBERS OF THE CITY'S CODE ENFORCEMENT BOARD'AND PROVIDING THAT ; THE LATE APPEARANCE AT A SCHEDULED BOARD MEETING ; BY A REGULAR MEMBER SHALL NOT AFFECT THE CONTIN- UED SERVICE OF SUCH ALTERNATE MEMBER(S) ' FOR THE . REMAINDER OF SUCH BOARD MEETING; FURTHER ;. CONTAINING- A REPEALER PROVISION, A SEVERABILITY CLAUSE,` Said ordinances maybe Inspected by. the publlc.al the Office of the City Clerk, 3500 Pan American Drive, Mlaml, Floiida, Monday; through Friday, excluding holidays, between the houfa;,of 800 a.m,: and 5:00 p.m, MATTY HiRAI : CITY CLERK MIAMI, FIARIpA ff _ (6884) 4J20 90-4-042070M