HomeMy WebLinkAboutO-10014J-85-146
Ordinance Nb.
AMendihq and Restating urdinande Nita, 9291 and 9370
adopted by the City Commitgion of the City on July 9,
1981 and January 28# 1982i tespectively.
AN EMERGENCY ORDINANCE AMENDING AND RESTAT-
ING ORDINANCE NO, 9291 ADOPTED BY THE COM-
MISSION OF THE CITY ON JULY 8, 1981 AS
AMENDED AUTHORIZING THE ISSUANCE OF NOT
EXCEEDING $1 3, 72Oo OOO AGGREGATE PRINCIPAL
AMOUNT SPECIAL OBLIGATION BONDS OF THE
CITY OF MIAMI, FLORIDA, FOR THE PURPOSE
OF PAYING AT THEIR RESPECTIVE MATURITIES
OR REDEEMING THE OUTSTANDING PARKING
REVENUE BONDS (ADDITIONALLY SECURED BY
NON AD VALOREM REVENUES) SERIES 1981 OF
THE CITY, ISSUED PURSUANT TO ORDINANCE
NO 9291 AS AMENDED, AND PAYING THE COST
OF ISSUANCE OF THE BONDS; PROVIDING FOR
THE PAYMENT OF SUCH BONDS AND THE
INTEREST THEREON FROM THE NET REVENUES
OF THE OFF-STREET PARKING FACILITY
FINANCED FROM THE PROCEEDS OF THE SERIES
1981 BONDS AND CERTAIN DESIGNATED NON
AD VALOREM REVENUE SOURCES OF THE CITY;
DESCRIBING THE TERMS, SECURITY AND OTHER
PROVISIONS OF THE BONDS; SETTING FORTH
THE RIGHTS AND REMEDIES OF THE HOLDERS
OF THE BONDS; AND PROVIDING CERTAIN
OTHER DETAILS RELATING TO THE ISSUANCE
OF SUCH BONDS, INCLUDING THEIR SALE
THROUGH NEGOTIATION; PROVIDING SEVER -
ABILITY; DECLARING THE ORDINANCE AN
EMERGENCY MEASURE; AND DISPENSING WITH
THE READING OF THE ORDINANCE ON TWO
SEPARATE DAYS.
WHEREAS, under the authority granted by the Constitution
and laws of the State of Florida, including Chapter 166, Florida
Statutes, the City of Miami (the "City") is authorized to
issue revenue bonds payable from revenues derived from the
capital facilities to be financed from sources other than ad
valorem taxes on real or tangible personal property a-: that
do not pledge the property, credit or general tax revenue of
the City; and
WHMAar the Commission of the City (the "City Commission")
on July 9, 1981 duly passed and adopted Ordinance No. 0291
and on Jahuary 280 1082 the City Corimissioh duly passed and
adopted Ordinance No. 0370 j amehdit g Ordinance No. 9291
(colleotivelyt the "Refunded Bond Ordinance") authorizing
the issuance of revenue bonds for the purpose of paying the
cost of acquiring and constructing an off-street parking
facility in the Downtown Government Center in the City;
and
r WHBR BAS, pursuant to the Aef unded Bond Ordinance the
City has heretofore issued $10#400#000 aggregate principal
amount of parking Revenue Bonds (Additionally Secured by Non
Ad Valorem Revenues) Series 1981 (the "Refunded Bonds") of
which $10,845,000 aggregate principal amount is presently
outstanding; and
WHtRBAS, the City Commission has determined and does
hereby determine that it is in the best interest of the
City to authorize the issuance of not exceeding $1.3,720,boo
aggregate principal amount of Special Obligation Bonds of
the City of Miami, Florida Series 1985 (the "Series 1985
Bonds" and together with refunding bonds hereafter issued
and outstanding under this Ordinance, the "Bonds") for the
purpose of providing funds, together with any other avail-
able funds, (a) to provide for the payments at their maturi-
ties or on selected redemption dates the Refunded Bonds and
(b) to pay the cost of issuance of the Series 1985 Bonds,
that provision for the payment of the Refunded Bonds will
effect significant savings in debt service and that the
adoption of this Ordinance to amend and restate the Refunded
Bond Ordinance will provide greater flexibility and operat-
ing efficiency by providing forlr'the issuance of refunding
bonds;
WHEREAS, the Commission has determined and does hereby
determine that due to the unsettled condition of the municipal
bond market and to the current trend of fluctuating interest
rates on bonds of the type of the bonds authorized herein,
it is necessary to proceed as quickly as possible to issue
the Series 1985 Bonds in order to avoid increased financing
costs that will be detrimental to the welfare of the City of
Miami and its people;
NOW, THEREFORE, BE IT ORDAINED BY THE COMMISCT0F:7 OF THE
CITY OF MIAMI, FLORIDA:
2.
1 n A 1 A
ARTICLE I
befinitions
Section 101. Words and Terms. In
addition to words and terms` elsewthtte defined in this
Ordinance, the following words and terms as used in
this ordinance shall have the following meanings, unless
some other meaning is plainly intended:
"Accountant" shall mean the certified public account-
ants or firm of certified public accountants employed
by the City under the provisions of Section 706 of this
ordinance to perform and carry out the duties imposed on the
Accountant by this Ordinance.
"Amortization Requirements" shall mean, with respect
to Term Bonds for any Fiscal Year, the respective amounts
that are required in each Fiscal Year for redeeming and
paying at maturity such Term Bonds, all as fixed by resolu-
tion of the City Commission adopted prior to the sale of
such Term Bonds.
The Amortization Requirements for the Term Bonds shall
begin in the Fiscal Year determined by the City Commission
and shall end not later than the Fiscal Year immediately
preceding the Fiscal Year in which such Term Bonds are
stated to mature. If during any Fiscal Year the total
principal amount of Term Bonds retired by purchase or
redemption or called for redemption under the provisions of
Section 507 of this Ordinance shall be in excess of the
Amortization Requirements for the Term Bonds for such Fiscal
Year, then at the close of such Fiscal Year the amount of
the Amortization Requirements for the Term Bonds shall be
reduced for any subsequent Fiscal Year or Fiscal Years in
amounts aggregating the amount of such excess as shall be
determined by the Fiscal Agent. If during any Fiscal Year
the total principal amount of Term Bonds retired by purchase
or redemption or called for redemption under the provisions
of Section 507 of this Ordinance shall be less than the
amount of the Amortization Requirement for the Term Bonds
for such Fiscal Year, then at the close of such Fiscal Year
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the amount of the Aimorti2at on Aeguittmthts for the Term
goads for the next succeeding Fiscal Year shall be increased
by the mount of the excess of such deficiency otter the
mount then held to the credit of the Redemption Account.
"Bond Registrar" shall dean the bank or trust companyt
either within or without the State of Florida# at the time
serving as such under this +Ordinance, whether the original
or a successor Bond Registrar.
"Bonds" shall mean collectively the 8ohd8 issued
under the provisions of Article 11 of this ordinance.
"Bondholders" shall mean the registered owners of the
Bongs as their names appear on the registration books of the
City maintained by the Bond Registrar.
"Bond Service Account" shall mean the Bond Service
Account, a special account created and designated by
Section 504 of this Ordinance.
"City" shall mean the City of Miami, Florida, a
municipal corporation organized and existing under the
laws of Florida.
"City Attorney" shall mean the City Attorney of the
City or the officer succeeding to his principal functions.
"City Clerk" shall mean the City Clerk or any Deputy
Clerk of the City or the officer succeeding to his principal
functions.
"City Commission" shall mean the City Commission of
the City of Miami or the board or body succeeding to its
principal functions.
"City Manager" shall mean the City Manager of the
City or his designee or the officer succeeding to his
principal functions.
"Consulting Engineers" shall mean the engineer or
engineering firm or corporation at the time employed by
the City under the provisions of Section 704 of this
Ordinance to perform and carry out the duties imposed
on the Consulting Engineers by this Ord inancc .
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"Coat", as applied to the Facility and to any projeet,
shall mean the coat of acquisition and construction and all
obligations and expensea and, without intending thereby to
limit or restrict any proper definition of such word under
the laws of the State of Florida, all items of cost that are
set forth in Section 401 of this Ordinance.
"Current Expenses" shall mean the City's reasonable
and necessary current expenses of maintenance, repair and
operation of the Facility and shall include, without limiting
the generality of the foregoing, all: ordinary and usual
expenses of maintenance and repair, including expenses not
annually recurring, all City administrative expenses and any
reasonable charges for pension or retirement funds properly
chargeable to the Facility, insurance premiums, engineering
expenses relating to Maintenance, repair and operation,,fees
and expenses of Paying Agents and the Bond Registrar, legal
expenses, any taxes that may be lawfully imposed on the
Facility or income or operations and reserves for such
taxes, management fees, and any other expenses required to be
paid by the City under the provisions of this Ordinance or by
law with respect to the Facility all in accordance with the
accrual method of accounting but shall not include any re-
serves for extraordinary maintenance or repair, or any allow-
ance for depreciation, any amortization charges, or any
deposits or transfers to the credit of the Sinking Fund
and the General Reserve Fund.
"Daily Newspaper" shall mean a newspaper published
in the English language on at least five (5) business
days in each calendar week.
"Depositary" shall mean any bank or trust company
duly authorized by law to engage in the banking business
and designated by the City Commission as a depositary of
moneys under the provisions of this Ordinance.
"Designated Revenues" shall mean the non ad valorem
tax revenue sources available to the City consisting of the
utility service taxes collected by or on behalf of the City
from the sale of water and gas in each Fiscal Year, subject
to the prior claim of the Series A Bonds.
"Director of Finance" shall mean the Director of Finance of
the City or the officer succeeding to his prin�,rlal functions.
"Escrow Agent" shall mean a bank or company, either
within or without the State of Florida designated as Escrow
Agent in the Escrow Deposit Agreement and performing such
functions as may be required by such Agreement.
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"Escrow Deposit Agreement" shall mean the Escrow
13ep6sit Agreement by and between the City and the Escrow
Agentp pursuant to which a portion of the proceeds of the
Series 1985 Bonds shall be held, invested and applied by the
Escrow Agent as provided in this ordinance and the Escrow
Deposit Agreement,
"Facility" shall mean the off-street parking facilities
acquired with the proceeds of the Refunded Bonds in the
bowntown Government Center in the City of Miami, together
with such land# structures, equipment and appurtenances
necessary or desirable in connection with the ownership and
operation of such facilities, all as described in plans and
specifications on file in the office of the City Manager.
"Facility Consultant" shall mean the firm or corporation
or person employed by the City and/or the operational Agency
under the provisions of Section 705 of this ordinance to
carry out the duties imposed upon the Facility Consultant by
this ordinance.
"Fiscal Agent" shall mean a bank or trust company
either within or without the State of Florida, designated
as such by the City Commission to perform the functions as
Fiscal Agent as are required by this ordinance. The Fiscal
Agent shall be the Bond Registrar and a Paying Agent.
"Fiscal Year" shall mean the period commencing on the
first day of October and ending on the last day of September
of the following year as the same may be amended from time
to time to conform to the fiscal year of the City.
"General Reserve Fund" shall mean the Miami Special
Obligation Parking Facility General Reserve Fund, a special
fund created and designated by Section 504 of this Ordinance.
"Government Obligations" shall mean direct obliga-
tions of, or obligations the principal of and the interest
on which are guaranteed by, the United States of America, or
evidences of indirect ownership of such obligations.
"Investment Obligations" shall mean (i) Government
Obligations, (ii) bonds, debentures or notes issued by any
of the following Federal agencies: Banks for Cooperatives,
Federal Intermediate Credit Banks, Federal Home Loan Banks,
Export -Import Bank of the United States, C_,vernment National
Mortgage Association, Federal Land Banks, or the Federal
National Mortgage Association (including participation
certificates issued by such Association), (iii) all other
obligations issued or unconditionally guaranteed as to
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principal and interest by an agency or peraon controlled or
supervised by and acting as an inattumentality of the United
States Government pursuant to authority, granted by the
COngresa, (iv) repurchase agreements with reputable financial
institutions fully secured by Government Obligations held by
a third party and f continuously having a market value at
least equal to the amount so invested subject to the fore-
going being permitted inveatmLhnts of municipal funds under
Rlorida laws (v) Time t*poa tso secured by the foregoing and
(vi) any other permitted investments of municipal funds
under Florida law.
"Mayor" shah, mean the Mayor of the City or the
officer or designee succeeding to his principal functions.
"Net Revenues" for any particular period shall mean
the amount of the excess of the Revenues for such period
over the Current gxpenses for such period.
"Operational Agency" shall mean the Department of
Off --Street Parking of the City established by the Charter of
the City of Miami and any successor thereto.
"Ordinance" shall mean this Ordinance as the same may
be amended or supplemented from time to time in accordance
With Article X hereof.
"Outstanding" shall mean, when used with respect
to the Bonds, all Bonds theretofore delivered except:
(a) Bonds paid or redeemed or delivered
to or acquired by the City Commission for cancella-
tion; and
(b) Bonds deemed to have been paid in accord-
ance with Section 305 or Section 1101 of this Ordinance.
"Paying Agents" shall mean for any series of Bonds
the banks or trust companies at which the principal of
and the premium, if any, on the Bonds shall be payable.
"Principal and Interest Requirements" shall mean the
respective amounts that are required in each Fiscal Year
to provide
(a) for paying the interest n^ �.11 such Bonds
then outstanding which is payable on January 1 and on
July 1 in such Fiscal Year, and
(b) for paying the principal of all Serial
Bonds then outstanding which is payable on July
1 in such Fiscal Year, and
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(a) the Amorti2ation Requirements, if any, for
all Term Bonds then outstanding for such Placal Year.
If the principal payment dates for any Bonds
are other than or in addition to duly 1 and/or if the
interest payment dates are other than or in addition to
January 1 and duly 1 or if interest is not payable
At a single numerical rate for the entire term of such
Bonds, then "principal and Interest Requirements" shall
have the appropriate Meaning assigned thereto in a
supplemental resolution adopted prior to the issuance
of such Bonds.
"Redemption Account" shall Mean the Redemption Account,
a special account created and designated by Section 504 of
this Ordinance.
"Record bate" shall mean the 15th calendar day of the
month (whether or not a business day) immediately preceding
any interest payment date.
"Refunded Bond Ordinance" shall mean, collectively,
Ordinance No. 9291 and Ordinance No. 9370 duly passed and
adopted by the City Commission on July 9, 1581 and January
28, 1982, respectively.
"Refunded Bonds" shall mean the presently outstanding
$10, 345, 000 Parking Revenue Bonds (Additionally Secured by
Non Ad Valorem Revenues) Series 1981 of the City.
"Reserve Account" shall mean the Reserve Account, a
special account created and designated by Section 504 of
this Ordinance.
"Reserve Account Requirement" shall mean the maximum
Principal and Interest Requirements on account of the Bonds
issued and then Outstanding under the provisions of Article
II of this Ordinance in the current or any subsequent Fiscal
Year.
"Reserve Account Deposit Requirement" shall mean
in each of the twelve successive months beginning with the
month following any month in which any amount shall have
been withdrawn from the Reserve Account an amount equal to
one -twelfth (1/12) of the deficiency, created by such with-
drawal until such deficiency is made up.
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"Revenue Fund" shall mean the Miami Special Obligation
Parking Facility Revenue Fund, a spacial fund created and
designated by Section 503 of this Ordinance,
"Revenues" shall mean all moneys, fees, charges and
other income roceived by the City or accrued to the City in
connection with of as a tesult of its ownership of the
Facility, including investment income from the moneys on
deposit in the Reserve Account, the Sinking Fund and the
General Reserve Fund and any proceeds of use and occupancy
insurance on the Facility or any part thereof.
"Serial Bonds" shall dean the Bonds that shall be
stated to Mature in annual installments, and "Term Bonds"
shall mean the Bonds so designated in a resolution of the
City Commission adopted prior to the issuance of such
Bonds.
"Series 1985 Bonds" shall mean the Bonds issued in
accordance with the provisions of Section 207 of this
Ordinance.
"Series A Bonds" shall mean the City's outstanding
Special Obligation Utility Service Tax Bonds (Series A),
dated February 1, 1963.
"Sinking Fund" shall mean the Miami Special Obligation
Parking Facility Interest and Sinking Fund, a special fund
created and designated by Section 504 of this Ordinance.
"Time Deposits" shall mean time deposits, certif-
icates of deposit or similar arrangements with any
bank or truant company that is a member of the Federal
Deposit Insurance Corporation and any Federal or State of
Florida savings and loan association that is a member of
the Federal Savings and Loan Insurance Corporation and
that are secured in the manner provided in Section 601.
of this Ordinance.
Section 102. Words of the masculine gender shall be
deemed and construed to include correlative words of the
feminine and neuter genders. Unless the context shall
otherwise indicate, the words "Bond", "owner", "holder" and
"person" shall include the plural as well as the singular
number, the word "person" shall mean any individual, corpo-
ration, partnership, joint ventur-_, association, joint-stock
company, trust, unincorporated organization or government or
any agency or political subdivision thereof, and the word
"owner" or "holder" or "bondholder" when used herein with
respect to Bonds issued hereunder shall mean the registered
owner of Bonds at the time issued and outstanding hereunder.
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4r,
ARTICLE It
Forms Execution# belivery
and Registration of Bonds
Section 201. Issuance of Bonds. For the purpose of
providing funds, together with any other available funds,
(i) for providing for the payment of the Refunded Bonds at
their respective maturities and/or on selected redemption
dates and (i) for paying the cost of issuance of the Series
1985 Bonds# Bonds may be issued under and secured by this
Ordinance subject to the conditions hereinafter provided in
Section 207 of this Article. Bonds may also be issued under
and secured by this Ordinance, subject to the conditions
hereinafter provided in Section 208 of this Articles for the
purposes of refunding any Bonds heretofore issued under this
Ordinance. The principal of and the premium, if any, and the
interest on all such Bonds shall be payable solely from the
special fund hereinafter created and designated "Miami
Special Obligation Parking Facility Interest and Sinking
Fund"# and all of the covenants, agreements and provisions of
this Ordinance shall be for the benefit and security of all
and singular the present and future holders of the Bonds,
without preference, priority or distinction as to lien or
otherwise, except as otherwise hereinafter provided, of any
one Bond over any other Bond by reason of priority in the
issue, sale or negotiation thereof, or otherwise.
Section 202. Details of Bonds. The Bonds issued under
the provisions of this Ordinance shall be in fully registered
form without coupons, in the denomination of $5,000 or any
integral multiple thereof, shall bear interest until their pay-
ment at a rate or rates not exceeding the maximum rate then
permitted by law, such interest to the respective maturities
of the Bonds being payable semi-annually on the 1st days of
January and July in each year (unless otherwise provided in a
resolution of the City Commission adopted prior to the issu-
ance of such Bonds), shall be dated, shall be stated to
mature in annual installments on July 1 (unless otherwise
provided in a resolution of the C'..,y. Commission adopted prior
to the issuance of such Bonds), and shall be subject to re-
demption prior to their respective maturities, all as here-
inafter provided. The Bonds of each series issued under the
provisions of this Article shall be designated "Special
Obligation Bonds, Series,198_ [insert year of issuance]".
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All
Unless othetwise provided in the applicable supplemental
resolutiont each Bond shall bear interest from the interest
Payment date neat preceding the date on which it is authen-
tioated unless it is (a) authenticated on an interest payment
date, in which event it shall bear interest from such interest
payment date or (b) authenticated prior to the first interest
payment date in which event it shall bear interest from its
date; providedr however, that if at the time of authentication
of any Bind r interest is in default, such Bond shall bear
interest from the date to which interest has been paid.
The principal of and premiumt if any# and the interest
on the Bonds shall be payable in any coin or currency of the
United States of America which# at the respective dates of
payment thereof, is legal tender for the payment of public
and private debts. Interest on the Bonds will be payable to
the registered owners shown on the registration books of the
City on the Record Date, by check or draft mailed to such
registered owners by the Bond Registrar, irrespective of any
transfer or exchange of any Bond subsequent to such Record
Date and prior to such interest payment date, unless the
City defaults in the payment of interest due on such interest
payment date. In the event of any such default, such de-
faulted interest will be payable to the person in whose
name such Bond is registered at the close of business on
a special record date for the payment of such defaulted
interest established by notice mailed by the Bond registrar
to the registered owners of the Bonds not less than 15 days
preceding such special record date. Such notice shall be
mailed to the person in whose name the Bonds are registered
at the close of business on the fifth day preceding the date
of mailing of such notice. The principal of, and premium,
if any, on the Bonds are payable upon presentation and sur-
render of the Bonds at the principal corporate trust office
of the Paying Agent.
Section 203. Execution and Form of Bonds. The Bonds
shall be executed in the name of the City by the Mayor of
the City and attested by the City Clerk and its corporate
seal or a facsimile thereof shall be affixed thereto or
reproduced thereon. The signatures of the Mayor and the
City Clerk may be either manual or facsimile signatures
imprinted or reproduced on the Bonds but at least one such
signature shall be manual. The Bond Registrar's Certificate
of Authentication shall appear the Bonds, and no Bond
shall be valid or obligatory for any purpose or be entitled
to any security or benefit under this Ordinance, unless
such certificate shall have been duly executed on such
Bond. The authorized signature for the Bond Registrar
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shall be either manual or in facsimile. In case any officer
Whose signature or a facsimile of whose signature shall
appear on any Bonds shall cease to be such officer before
the delivery of such Bonds, such signature or such facsimile
shall nevertheless be valid and sufficient for all purposes
the same as it he had remained in office, until such delivery
and also any Bond may boar the facsimile signature of, or
may be signed by, such persons as at the actual time of the
execution of such Bond shall be the proper officers to exe-
cute such Bond although at the date of such Bond such persons
may not have been such officerg. The text of the Softdat
together with the Bond Registrar's Certificate of Authen-
tication to be endorsed therein, issued under the provisions
of Section 207 of this Article and the provisions for regis-
tration shall be substantially in the following forms, with
such appropriate variations, omissions and insertions at may
be required or permitted by this Ordinance or as may be neces-
sary to comply. with applicable laws, rules and regulations of
the United states Government and the State of Florida in
effect upon the issuance thereof:
11-3
sale■
United States of America
State of plorida
The City of Mimi
Special Obligation 96na
Series 108.
RATE OF MEREST MATURITY DATE DATE OF ORIO= ISSM Cam:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
KNOW ALL MEN BY THESE PRESENTS, that the City of Miami,
Florida (the "City"), a municipal corporation organized and
existing under the laws of the State of Florida, for value
received hereby promises to pay to the Registered Owner
._ designated above, or registered assigns, solely from the
special fund therefor as hereinafter mentioned, on the
Maturity Date specified above, the Principal Amount shown
above, upon the presentation and surrender hereof at the cor-
porate trust office of , ,
as Paying Agent and Bond Registrar, and to pay solely from
such special fund interest thereon from the interest payment
date next preceding the date on which it is authenticated
unless it is (a) authenticated on an interest payment date,
in which event it shall bear interest from such interest
payment date or (b) authenticated prior to the first interest
payment date in which event it shall bear interest from its
date; provided, however, that if at the time of authentication
Of this Bond# interest is in default, this Bond shall bear
interest from the date to which interest has 'peen paid, until
payment of such sUmt at the rate per annum -tct forth above,
Payable or, ► and semiannually there-
after on tau yJ attd tJanuaryJ in each year, by check or
draft mailed to the registered owner at his address as it
appears, at 5:00 p,M, (City of Miami, local time) on the
fifteenth calendar day of the month (whether or not a business
day) preceding the applicable interest payment date, on the
registration books of the City kept by the Bond Registrar.
The principal of and premium, if any; and interest on this
Bond are payable in lawful money of the United States of
America.
This Bond shall not be deemed to constitute a debt of
the City or a pledge of the faith and credit of the City# but
shall be payable exclusively from the special fund provided
therefor derived from revenues of the Facility (hereinafter
defined) and, if required, from the revenues received by the
City from certain designated non ad valorem tax revenue
sources (the "Designated Revenues"). The issuance of this
Bond shall not 'directly or indirectly or contingently obligate
the City to levy or to pledge any form of taxation whatever
therefor, other than Designated Revenues, and the owner of
this Bond shall have no recourse to the power of taxation.
All acts, conditions and things required by the Consti-
tution and laws of the State of Florida and the ordinances
and resolutions of the City to happen, exist and be performed
precedent to and in the issuance of this Bond have happened,
exist and have been performed as so required.
This Bond shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under
the Ordinance until the Certificate of Authentication hereon
shall have been executed by the Bond Registrar.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE SIDE HEREOF, AND SUCH FURTHER
PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS
IF SET FORTH ON THIS SIDE.
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IN WITNESS WHEAEOPt the City of Miami, Florida, has
issued this Bond and has Caused the same to be executed
bls the manual or facsimile signature of the Mayor of the
pity, and its corporate seal or a .fa0aim-ile thereof to be
affixed# impressed, imprinted, lithographed or reproduced
hereon and attested by the manual or facsimile signature of
the City Clerk, all as of the first day of July, 1955.
THE CITY OF MTAMIt FLORIDA
Mayor
(Seal)
ATTEST:
City Clerk
BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION.
This bond is one of the bonds of the issue described in the
within -mentioned Ordinance.
Date of Authentication.
II -6
As Bond Registrar
By
Authorized Signature
This Bond is one of a duly authorized aeries of Park-
ing Revenue Bonds of the City known as "Special Obligation
Bends, Series 1985" (the "Series 1985 Binds"), consisting of
Bonds maturing in annual installments on tduly 1) in the
years 19 to # inclusive ("Serial Bonds"), and of Bonds
maturing 6n the 1st day of tjulyj r (" "erta Bonds") r all
of like date and issued for the purpose of providing funds,
together with any other available funds, for providing for
the payment at maturity or on selected redemption dates, tof
the principal of tand interest on] the City's outstanding
$10,345,000 aggregate principal amount Parking revenue Bonds
(Additionally Secured By Non Ad 'Valorem Revenues) Series
1981 that were issued to pay the cost of acquiring and con-
structing an off-street parking facility in the Downtown
Government Center in the City of Miami (the "Facility"))
[insert purpose). All of the Bonds of this series are
issued under and pursuant to an ordinance (herein called
the "Ordinance") duly adopted by the City Commission on
► 1985, reference to which is hereby made
for the prov sions, among others, with respect to the
custody and application of the proceeds of Bonds issued
under the Ordinance, the funds charged with and pledged to
the payment of the principal of, and premium; if any, and
the interest on the Bonds, the nature and extent of the
security, the terms and conditions on which the Bonds are or
may be issued, the rights, duties and obligations of the
City under the Ordinance and the rights of the owners of
the Bonds, and, by the acceptance of this Bond, the owner
hereof assents to all the provisions of the Ordinance.
z The Ordinance provides for the issuance of additional
Bonds, on a parity with the Bonds of this series, from time
to time, under the conditions, limitations and restrictions
therein set forth, for the purposes of refunding any of the
Bonds theretofore issued under the Ordinance. The Series
1985 Bonds, together with refunding Bonds that may be issued
and outstanding under the Ordinance, are referred to herein
as the "Bonds".
This Bond is issued and the Ordinance was adopted under
and pursuant to the Constitution and laws of the State of
Florida, particularly Chapter 166, Florida Statute.
The Ordinance pr-T,!:Ies for the fixing and charging
by the City of rates and charges for the services of the
Facility, together with the Designated Revenues, sufficient
to provide funds (a) to pay the cost of maintaining, repair-
ing and operating the Facility, (b) to pay the principal of
and the interest on the Bonds, and (c) to maintain a reserve
11-7
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for such purposes. The Ordinance also provides for the
deposit of a sufficient amount of such revenues, over and
above the amounts necessary to pay the coat of maintaining,
repairing and operating the Pacility, to the Credit of a
special fund, which fund is pledged to the extent set forth
in the Ordinance to the payment of the principal of, and
premium# if any, and the interest on all bonds issued under
the Ordinance.
This Bond may be transferred only upon the registration
books of the City kept by the Bond Registrar under the
ordinance, upon surrender hereof at the principal corporate
trust office of the Bond Registrar with an assignment duly
executed by the registered owner or his duly authorized
attorney or legal representative in form and with guaranty
of signature satisfactory to the Bond Registrar, but only in
the manner, subject to the limitations and upon.payment of a
sum sufficient to cover any tax, fee or governmental charge,
if any, that may be imposed in connection with any such
registration of transfer, as provided in the Ordinance, and
upon surrender and cancellation of this Bond. Upon any such
registration transfer, there shall be executed in the name
of the transferee, and the Bond Registrar shall authenticate
and deliver, a new registered Bond or Bonds in the same
aggregate principal amount and series, maturity and interest
rate and of the authorized denominations as the surrendered
bond.
In like manner, subject to such conditions and upon
the payment of a sum sufficient to cover any tax, fee or
governmental charge, if any, that may be imposed in con-
nection with any such exchange, the registered owner of any
Bond or Bonds may surrender the same (together with a
written instrument of transfer in form and with guaranty of
signature satisfactory to the Bond Registrar duly executed
by the registered owner or his duly authorized attorney or
legal representative) in exchange for an equal aggregate
principal amount of fully registered Bonds of the same
series interest rate and maturity of any other authorized
denominations.
The Series 1985 Bonds at the time outstanding that
mature after [July 1,1 19 may be redeemed prior to their
respective maturities, at the option of the City from any
moneys that may be made available for such purpose, either
in whole on any da+- t,ot earlier than [July 1,] 19 , or
in part on any interest payment date not earlier than
[July 1,] 19 , at the following redemption prices
(expressed as percentages of the principal amount being
redeemed) plus accrued interest to the redemption date:
II-8
100.14
(hate insert the dates and ptices)
If less than all of the Series 1985 Bonds of any one
Maturity shall be called for tedemption, the particular
Bonds to be redeemed shall be selected by lot as provided in
the Ordinance.
Any such redemption, either in whole or in part, may
be made upon [at least thirty (10) days' but not greater
than 60 days prior notice) as provided in the Ordinance, and
shall be made in the manner and under the terms and condi-
tions provided in the Ordinance. on the date designated for
redemption, notice having been mailed and filed and moneys
for payment of the redemption price being held by the Fiscal
Agent under the Ordinance, all as provided in the Ordinance,
the Bonds so called for redemption shall become and be due
and payable at the redemption price provided -for redemption
of such Bonds on such date, interest on such Bonds so called
for redemption shall cease to accrue such Bonds, shall cease
to be entitled to any lien, benefit or security under the
Ordinance, and the holders or registered owners of such
Bonds shall have no rights in respect thereof except to
receive payment of the redemption price thereof.
The owner of this Bond shall have no right to enforce
the provisions of the Ordinance, or to institute action to
enforce the covenants therein, or to take any action with
respect to any event of default under the Ordinance, or to
institute, appear in or defend any suit or other proceeding
with respect thereto, except as provided in the Ordinance.
Modifications or alterations of the Ordinance or of any
resolution supplemental thereto may be made only to the
extent and in the circumstances permitted by the Ordinance.
In certain events, on the conditions, in the manner
and with the effect set forth in the Ordinance, the principal
of all the Bonds then outstanding under the Ordinance may
become or may be declared due and payable before the stated
maturities thereof, together with the interest accrued
thereon.
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10014
This Bond shall have all the 4ualities and incidents Of
a negotiable instrument under the laws of the State of Florida,
The following abbreviations, when used in the inscrip-
tion on the face of the within bonds shall be construed as
though they were Mitten out in full according to applicable
laws of regulations: -
TEN COM - as tenants in UNIF GIP MIN ACT
common (Cost.)
TEN ENT - as tenants by the Custodian for
entireties (M not)
JT TEN - as joint tenants with under Uniform Gifts to Minors
night of survivorship Act of
and not as tenants in (State)
common -
Additional abbreviations may also be used although not
in the list above,
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers
to
PLEASE INSERT NAME, ADDRESS AND SOCIAL SECURITY OF OTHER
IDENTIFYING NUMBER OF ASSIGNEE
the within bond and does hereby irrevocably constitute and
appoint the Bond Registrar as his agent to transfer the bond on
the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
Signature guaranteed:
(Bank, Trust Company or
Firm)
(Authorized-- Officer )
NOTICE: The signature to this
assignment must correspond with
the name of the registered owner
as it appears upon the face of
the within bond in every partic-
ular, without alteration or
enlargement or any change
whatever.
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Section 204. 999,1,ttratioft ofN Bonds. The Bonds shall
be issued only as fully registered ndS without Coupons,
The Bond Registrar shall be a bank or trust company located
within or without the State of Florida. The City shall,
prior to the proposed date of delivery of the 86tnds, by re-
solution designate such bank or banks to serve as the Bond
Registrar and paying agents The Bond Registrar shall be
responsible for maintaining the books for the registration of
and for the transfer of the Bonds and, if a bank is so
designated, in compliance with an agreement to be executed
between the City and such bank as Bond Registrar and Raying
Agent as parties on or prior to the delivery date of the
Bonds. Such agreement shall set forth in detail the duties,
rights, and responsibilities of the parties to the agreement.
The Bonds may be transferred only upon the registration
book of the city kept by the Bond Registrar and as further
provided in this ordinance. Upon surrender to the Bond
Registrar for transfer or for exchange of any Bond, duly
endorsed for transfer or accompanied by an assignment or
written authorization for exchange, whichever is applicable,
in form and with guaranty of signature satisfactory to the
Bond Registrar, duly executed by the Bondholder or his
attorney or legal representative duly authorized in writing,
the Bond Registrar shall deliver in the name of the Bond-
holder or the transferee or transferees, as the case may be,
a new fully registered Bond or Bonds of authorized denomina-
tions of the same series, maturity and interest rate for the
aggregate principal amount which the Bondholder is entitled
to receive.
The Bond Registrar shall require payment from the Bond-
holder or transferee of a sum sufficient to cover any tax,
fee or other governmental charge that may be imposed in
connection with any exchange or registration of transfer of
the Bonds. Such charges and expenses shall be paid before
any such new Bond shall be delivered.
Unless otherwise provided by a supplemental resolution
interest shall be paid on first days of January and July to
the Bondholder whose name appears on the books of the Bond
Registrar as of 5:00 P.M. (City of Miami, Florida local
time) on the Record Date.
New Br%nds delivered upon any transfer or exchange shall
be valid obligations of the City, evidencing the same debt as
the Bond surrendered, shall be secured by this Ordinance, and
shall be entitled to all of the security and benefits hereof
to the same extent as the Bond surrendered.
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The City and the Bond Registrar may treat the Bond-
holder of any Bond as the absolute ownet thereof for all
purposes # whether or not such Bond shall be ovetdue ► and
shall riot be bound by any notice to the contrary. The
person in whose name any Bond is registered may be deemed
the owner thereof by the City and the Bond Registrar, and
any notice to the contrary shall not be binding upon the
City or the Bond Registrar.
Notwithstanding the foregoing provisions of this
Section 204, the City reserves the right, on or prior to the
delivery of the Bonds, to amend or modify the foregoing
Provisions relating to registration of the Bonds in order to
comply with all applicable laws] rules, and regulations of
the United States and/or the State of Florida relating
thereto.
Section 205. Disposition of Obligations Paid or
Replaced. Whenever any Bond shall be delivered to the Bond
Registrar for cancellation, upon payment of the principal
amount thereof or for replacement or transfer or exchange,
such Bond shall, after cancellation, either be retained by
the Bond Registrar for a period of time specified in writing
by the City or at the option of the City, shall be destroyed
by the Bond Registrar, and counterparts of a certificate of
destruction evidencing such destruction shall be furnished
to the Issuer.
Section 206. Negotiability. The Bonds shall be and
have all the qualities and incidents of negotiable instru-
ments under the laws of the State of Florida, and each
successive Bondholder, in accepting any of the Bonds, shall
be conclusively deemed to have agreed that such Bonds shall
be and have all the qualities and incidents of negotiable
instruments under the laws of the State of Florida.
Section 207. Issuance of Bonds. Bonds of the City in
an aggregate principal amount not exceeding $13,720,000 may
be issued under and secured by this Ordinance, subject to
the conditions hereinafter provided in this Section, for the
purposes of providing for the payment at their respective
maturities or on selected redemption dates of the principal
of and interest on the Refunded Bonds and of paying the cost
of issuance of the Series 1985 Bonds.
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10014
Before the Series 1955 Bonds shall be issued under
the provisions of this Section the City Commission shall
adopt a resolution, fixing the amount and the details
of such Bonds. The Series 1955 Bands issued under the
provisions of this Seotion shall be dated, shall be stated
to mature (subject to the right of priorredemption as
hereinafter set forth) on such date or dates, in such year
or years not more than forty years after the date of the
Bonds, shall have such Raying Agents, and any Term Bonds
shall have such Amortization Requirements, and may be made
redeemable at such times and prices (subject to the ptovi
sions of Article Ill of this Ordinance)# all as may be -
provided by the resolution mentioned above. Such Bonds
shall be executed in the form and mannet hereinabove set
forth, with such changes as may be necessary or appropriate
to conform to the provisions of the resolution mentioned
above, and shall be deposited with the Fiscal Agent for
delivery, but before such Bonds shall be delivered by
the Fiscal Agent, there shall be filed with the Fiscal
Agent the following:
(a) a copy, certified by the City Cleric, of
this Ordinance;
(b) a copy, certified by the City Clerk, of
the resolution mentioned above;
(c) a copy, certified by the City Clerk to
be a true and correct copy, of a resolution, which
resolution shall also authorize the execution of
the Escrow Deposit Agreement, provide for the disposi-
tion of moneys held by the fiscal agent under the
Refunded Bond Ordinance, award the Series 1985 Bonds
and direct the authentication and delivery of said
Series 1985 Bonds to or upon the order of the purchasers
named in said resolution upon payment of the purchase
price therein set forth, plus the accrued interest
on the Series 1985 Bonds;
(d) an executed counterpart of the Escrow
Deposit Agreement;
(e)- a copy, certified by the City Clerk, to
be a true and correct copy of the resolution of
the City Commission calling the Outstanding Bonds
to be redeemed at selected redemption dates are
to be redeemed; and
(f) an opinion of the City Attorney stating
that the issuance of the Series 1985 Bonds has been
duly authorized and that all conditions precedent
to the delivery of the Bonds have been fulfilled.
10014
Aft
'When the JR-11tuments mentioned above in is Section
shall have been filed with the Piacal Agen nd when the
Series 1983 Sonds described in the ordinance and resolutions
mentioned in clauses (a) through (f) of this Section shall
have been executed as required by this Ordinance, the Piscai
Agent shall deliver such Bonds at one time to or upon the
order of the purchasers named in the resolution mentioned in
said clause (b)r but only upon payment to the Fiscal Agent
of the purchase price of such Bonds. The Fiscal Agent shall
be entitled to rely upon such resolution as to all matters
stated therein.
Except as otherwise provided in the Escrow Deposit
Agreement or in the resolutions mentioned above, the
Fiscal Agent shall, simultaneously with the delivery of the
Series 1989 Bond s t apply the proceeds of the Series 1985
Bonds as follows
(1) deposit the accrued interest and any premium
received in the Bond Service Account,
(2) deposit in the Bond Service Account an
amount equal to the interest, if any, to be paid from
the proceeds of the Series 1985 Bonds, pursuant to the
resolution described in the second paragraph of this
Section,
(3) an amount estimated by the Finance Director
to be sufficient for the purpose shall be credited to
a special account appropriately designated and applied
to the payment of the expenses of issuing the Series
1985 Bonds, including, but not limited to, financial
advisory, accounting and legal fees, Parking Consultant
fees, rating agency fees, printing costs, bond insurance
premiums, initial Bond Registrar, Paying Agent and
Escrow Agent fees and expenses related to the foregoing
and any miscellaneous expenses relating to the issuance
of the Series 1985 Bonds,
(4) deposit in the Reserve Account an amount
equal to the amount required, if any, to fund the
Reserve Account in an amount equal to the Reserve
Account Requirement following the issuance of the Series
1985 Bonds, and
(5) an amount sufficient for the purpose shall
be applied to the purchase of government obligations
(as defined in the Refunded Bond Ordinance) the
principal of and interest on which when due, together
with any cash deposited with the Escrow Agent, will
enable the Escrow Agent to pay and redeem the Refunded
Bonds to be paid and redeemed, together with interest
and premium, if any, to become due on such Refunded
Bonds until their date of maturity or redemption and
any associated costs and expenses all in accordance
with the Escrow Deposit Agreement.
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0
Any moneys in the account mentioned in (3) above
in excess of the requirements of such account shall be
transferred to the credit of the General reserve
Account,
Simultaneously with the delivery of the Series 1955
Bonds, the Fiscal Agent and the rinance Director of the City
shall cause the moneys in the several funds and accounts held
under the refunded Bond Ordinance by arrangement with the
reapective fiscal agent and holder of such moneys to be
transferred in such manner as provided in the Escrow Deposit
Agreement or in the resolution mentioned in paragraph. (b)
above.
Section 208. Refunding Bonds. In addition to the
Series 1985 Bonds iSgued under the provisions of Section 2070
if and to the extent necessary (as shown by the documents
mentioned in clauses (a) and (c) of this Section) to provide
additional funds to refund any series of Bonds, Bonds of the
City may be issued under and secured by this Ordinance, at
one time or from time to time, for such purpose.
Before any Bonds shall be issued under the provisions
of this Section (except Bonds to refund all of the Bonds
then Outstanding) the City Commission shall adopt an ordi-
nance authorizing the issuance of such Bonds and fixing the
amount and the details thereof and increasing the Designated
Revenues if necessary such that the proportion of Designated
Revenues as shown in the certificate mentioned in clause (e)
below to maximum annual Principal and Interest Requirements
in any Fiscal Year on account of all Bonds Outstanding,
including the Bonds to be issued pursuant to this Section,
remains the same as the proportion of Designated Revenues to
maximum annual Principal and Interest Requirements on s
account of all Bonds theretofore issued as of the day such
Bonds were issued. The Bonds issued under the provisions of
this Section shall be stated to mature on such date in such
year or years not more than forty years after the date of
the Bonds and may be made redeemable at such times and
prices (subject to the provisions of Article III of this
Ordinance) and any Term Bonds shall have such Amortization
Requirements) all as may be provided by resolution adopted
by the City Commission prior to the issuance of such Bonds.
Such completion or refunding Bonds shall be executed sub-
stantially in the form and manner'hereinabove set forth,
with such changes as may be necessary or appropriate to
conf,-�-•m to the provisions of the ordinance authorizing the
10014
LI
iasuance of such Ronda, and shall be deposited with the
Piacal Agent tot delivery, but prior to or simultaneously
With the delivery of auch 86nda by the Pisesl Agent there
shall be filed With the Fiscal Agent the followingt.
(a) copies, certified by the City Clerk# of
the ordinance authorizing the issuance of such. Bonds
and of the resolution of the City Commission fixing
the times and prices at which such Bonds are to be
redeemable and fixing the Amortization Requirements
for any Term Bonds;
(b) a copy, certified by the City Clerk, of
the resolution of the City Commission awarding such
Bonds, specifying the interest rate of each of such
Bonds and directing the delivery of such Bonds to
or upon the order of the purchasers therein named
upon payment of the purchase price therein set forth;
and
(c) an opinion of the City Attorney stating
that the issuance of such Bonds has been duly
authorized and that -all conditions precedent to
the delivery of such Bonds have been fulfilled.;
and
When the documents mentioned in clauses (a) to (d),
inclusive, of this Section shall have been filed with the
Fiscal Agent and when the Bonds described in the ordinance
and resolution mentioned in clauses (a) and (b) of this
Section shall have been executed as required by this Ordi-
nance, the Fiscal Agent shall deliver such Bonds at one time
to or upon the order of the purchasers named in the resolu-
tion mentioned in said clause (b), but only upon payment to
the Fiscal Agent of the purchase price of such Bonds. The
Fiscal Agent shall be entitled to rely upon such resolution
as to all matters stated therein.
Simultaneously with the delivery of any completion
Bonds, the Fiscal Agent shall apply the proceeds of the
Bonds as follows:
(a) deposit the accrued interest and any
premiums received in the Bond Service Account,
(b) deposit in the Reserve Account an amount
required to make the amount on deposit in the
Reserve Account equal to the Reserve Account
II-1 6
10014
Requirement following the issuance of the refunding
Bonds, and
(c) deposit the balance of such proceeds
with the escrow agent pursuant to an escrow
deposit agreement.
Section 209, tnp _r. ry... o,nd until the defini-
tive Bonds are ready for delivery, there may be executed,
and the piscal Agent may deliver, in lieu of definitive
Bands and subject to the same limitations and conditions
except as to identifying numbers, temporary printed, en-
graved, lithographed or typewritten Bonds in the denomina-
tion of give Thousand Dollars ($5,000) or any integral
multiple thereof, substantially of the tenor hereinabove set
forth, and with appropriate omissions, insertions and
variations as may be required. The City shall cause the
definitive Bonds to be prepared and to be executed, endorsed
and delivered to the Bond Registrar, and the Bond Registrar,
upon presentation to him of any temporary Bond, shall cancel
the same or cause the same to be cancelled and authenticate
and deliver, in exchange therefor, at the place designated
by the holder, without expense to the owner, a definitive
Bond or Bonds in the same aggregate principal amount,
maturing on the same date and bearing interest at the same
rate as the temporary Bond surrendered. Until so exchanged,
the temporary Bonds shall in all respects, be entitled to
the same benefit of this Ordinance as the definitive Bonds
to be issued and authenticated hereunder.
Section 210. Mutilated, Destroyed or Lost Bonds.
In case any Bonds secured hereby shall become mutilated
or be destroyed or lost, the City may cause to be exe-
cuted, and the Bond Registrar upon proper authentication
thereof may deliver, a new Bond of like date, number and
tenor in exchange and substitution for and upon the cancel-
lation of such mutilated Bond, or in lieu of and in substi-
tution for such Bond destroyed or lost, upon the owner's
paying the reasonable expenses and charges of the City in
connection therewith and, in the case of a Bond destroyed or
lost, his filing with the Bond Registrar evidence satis-
factory to him that such Bond was destroyed or lost, and of
his ownership thereof, and furnishing the City with indemnity
satisfactory to it.
II-17
4 0 1 4
ARTIC11 III
Redemption of Bonds
Section 301, Redemption Generally. The Bonds issued
under the provisions Of this Ordinance- shall be subject to
tedemption# either in whole or in part and at such times and
Prices, as may be provided by resolution prior to the issu-
ance of such Bonds; provided# however# that any redemption in
part may be made only on an interest payment date and in the
inverse order of maturities except as otherwise provided in
this Article.
Any redemption of less than all of the Bonds issued
under the provisions of this ordinance and then outstanding
shall be a redemption subject to the provisions of Section
507 of this Ordinance.
If less than all of the Bonds of any one maturity shall
be called for redemption# the particular Bonds to be redeemed
shall be selected by lot by the Fiscal Agent in such manner
as the Fiscal Agent in its discretion may determine.
Section 302. Redemption Notice. Except as may be pro-
vided by a subsequent resolution at least thirty (30) days
and not more than sixty (60) days before the redemption
date # a notice of any such redemption, either in whole or in
part, signed by the Fiscal Agent, (a) shall be filed with
the Paying Agent and the Fiscal Agent and (b) shall be
mailed, postage prepaid,, to all registered owners of Bonds
to be redeemed at their addresses as they appear on the
registration books hereinabove provided for, but failure
so to mail any such notice to the owner of any Bond shall
not affect the validity of the proceedings for redemption of
any other Bond. Each such notice shall set forth the date
fixed for redemption, the redemption price to be paid and,
if less than all of the Bonds then outstanding shall be
called for redemption, the numbers of such Bonds.
Section 303. Effect of Calling for Redemption. On the
date so designated for redemption, notice having been mailed
and filed in the manner and under the conditions hereinabove
provided, the Bonds so called for redemption shall become and
be due and payable at the redemption price provided for re-
demption of such Bonds on such date, and, moneys for payment
of the redemption price being held in separate accounts by
the Fiscal Agent in trust for the owners of the Bonds to be
10014
redeemed, all as provided in thit Ordinance# interest an the
8onds so called for redemption shall cease to accrue' such
Bonds shall ceaae to be entitled to any lien, benefit be
a#cueity under this Ordinance, and the registered owners of
such fonds shall have no tights in respect thereof hereof except
to receive payment of the redemption price thereof.
Section 304. Cancellation. Bonds so called for redemp-
tion appertaining thereto MaTitbe cancelled upon the sur-
render thereof.
Section 305. Bonds Called for Pedemp_tion or Payment
Provided Therefor Not outstanding. Bonds which have been
a'ly called for redemption under the provisions of this
Article, or with respect to which either irrevocable instruc-
tions to call for redemption or to pay at their respective
maturities and mandatory redemption dates or any combination
of such redemption and payment have been given by the City to
an appropriate fiduciary institution acting as escrow agent,
in form satisfactory to him and for the payment of the re-
demption price and maturing principal amounts of which and
the interest to accrue thereon to the date fixed for redemp-
tion or the dates of their respective maturities and manda-
tory redemption dates sufficient moneys, or Government Obli-
gations in such amounts, bearing interest at such rates and
maturing (without option of prior payment) at such dates
that the proceeds thereof and the interest thereon will pro-
vide sufficient moneys, shall be held in separate accounts
by such escrow agent or by the Paying Agents in trust solely
for the owners of the Bonds to be redeemed and paid, all as
provided in this Ordinance, shall not be deemed to be out-
standing under the provisions of this Ordinance and shall
cease to be entitled to any benefit or security under
this Ordinance other than to receive payment from such
moneys.
111-2
10014
AfMC LE M
Coats and Title to Property
Section 401, Cott of Pacili,t,y. Por the purposes of this
Article, the Cost of the Facility shall include, without
intending thereby to limit or to restrict or to extend any
proper definition of such Cost under the provisions of this
Ordinance# cost of audits and of preparing and issuing the
Bonds, fees and expenses of consultants, financing charges,
capital costs to be incurred by The operational Agency in
connection with the initiation of its management of the
Facility, Bond insurance premiums, and the cost of funding the
Deserve Account,
Section 40,. Title to properties Acquired. The City
further covenants that the Facility has been constructed
on or under land which is owned by the City in fee simple or
over or under which the City has acquired either by long term
lease or by perpetual easements for the purposes of the
Facility, free from all liens, encumbrances and defects of
title which have a materially adverse effect upon the City's
right to use such lands or properties for the purposes
intended or which have been adequately guarded against by a
bond or other form of indemnity, or lands, including public
streets and highways, the right to use and occupy which for
such purposes is vested in the City by law or by valid
rights of way, easements, franchises or licenses.
IV-1
10014
ARTICLE V
Revenues and Funds
Section 501, Rath Coven ant. The City covenants that
it will fix, charge and collect rates and charges for the
dae, of the services and facilities furnished by the Pacility
and that from time to time, and as often as it shall be
necessary, it will adjust such rates and charges by increasing
or decreasing the same or any selected categories of rates
and changes so that the Revenues, together with Designated
Revenues, will at all times be sufficient in each Fiscal year
to provide an amount at least equal to the sum of (a) one
hundred per centum (100%) of the Current Expenses of the
Facility for the current Fiscal Year and (b) one hundred per
centum (100t) of the Principal and interest Requirements for
the current Fiscal Year and (c) one hundred per centum (100%)
of the Reserve account Deposit Requirement for the current
Fiscal Year.
The City further covenants that if at any time the
Revenues, together with Designated Revenues, shall not be
sufficient to provide such amounts, it will revise the rates
and charges for the services and facilities furnished by the
Facility, so that the rates and charges collected in the
current and each subsequent Fiscal Year will result in
Revenues, together with Designated Revenues, sufficient to
provide such amounts.
The City covenants that the rate
under this Section shall be equal to
category of rate and charge fixed and
any off-street parking facility then
tional Agency and located within 1000
s charged and collected
or greater than each
charged by the City at
operated by the Opera -
feet of the Facility.
The City covenants that if in any Fiscal Year the
Revenues together with Designated Revenues shall not have
been sufficient to provide the amounts set forth in the first
paragraph of this Section, it will before the 1st day of
November of such Fiscal Year request the Facility Consultant
and the Operational Agency to make their recommendations as
to a revision of the rates and charges for the use of the
services and facilities furnished by the Facility and copies
of such request and such recommendations shall be filed with
the City Manager and the Fiscal Agent.
In the event that the City shall fail to adjust rates
and charges, together with Designated Revenues, in accordance
with the provisions of this Section, the Fiscal Agent may
and upon the written request of the owners of not less than
twenty-five per centum (25%) in principal amount of all
Bonds then outstanding shall institute and prosecute in a
V-1
i 1 0
court of competent jurisdiction an appropriate suit, action
or proceeding to oompel the City to adjust such rate and
charges in accordance with the requirements of this Section,
and the City covenants that it will adopt and charge rates
and charges in compliance with any Judgment, order or decree
entered in any such suit, action or proceeding.
Section 502. Annual,9ud,gpt. The City covenants that
on or before the first day of each Fiscal Year it will adopt
a budget of Current Expenses and Capital Expenditures for
such Fiscal Year (herein sometimes called the "Annual Budget")
on account of the Facility. Copies of the Annual Budget shall
be filed with the City Clerk and the Fiscal Agent and mailed
by the City to all Bondholders who shall have filed their
names and addresses with the City Clerk for such purpose.
If for any reason the City shall not have adopted an
Annual Budget before the first day of any Fiscal Year, the
Annual. Budget for the preceding Fiscal Year shall until the
adoption of such Annual Budget, be deemed to be in force and
shall be treated as such Annual Budget under the provisions
of this Article.
The City may at any time adopt an amended or supplemen-
tal Annual Budget for the remainder of the then current
Fiscal Year on account of the Facility, and the Annual Budget
so amended or supplemented shall be treated as the Annual
Budget under the provisions of this Article. Copies of any
such amended or supplemented Annual Budget shall be filed
with the City Clerk and the Fiscal Agent and mailed by the
City to all Bondholders who shall have filed their names and
addresses with the City Clerk for such purgbse.
The City further covenants that the amount expended for
Current Expenses in any Fiscal Year will not exceed the
reasonable and necessary amount thereof, and that it will
not expend any amount for maintenance, repair and operation
of the Facility in excess of the total amount provided for
Current Expenses in the Annual Budget.
Section 503. Revenue Fund. A special fund is hereby
created and designated the "Miami Special Obligation Parking
Facility Revenue Fund" (herein called the "Revenue Fund").
The City covenants that all Revenues will be collected and
deposited as received with a Depositary or Depositaries to
the credit of the Revenue Fund. All moneys in the Revenue
Fund shall be held by the City in trust and applied as
provided in this Article.
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....... _.....
.__
Section 504. Sinking nd Other, Funds. A special fund
is hereby created and designated "Miami Special Obligation
Parking Facility Interest and Sinking Fund" (herein sometimes
called the "Sinking Fund"). There ate hereby created in the
Sinking Fund three separate accounts designated "Bond Service
Account", "Redemption Account", and "reaerve Account" respec-
tively. An additional special fund is hereby created and
designated "Miami Special Obligation Parking Facility General
Deserve Fund" (herein called the "Genetal reserve Fund") .
The moneys in each of said Funds and Accounts shall be
held in trust and applied only as hereinafter provided with
regard to each such Fund and Account and, pending such appli-
cation, shall be subject to a lien and charge in favor of the
owners of the Bonds issued and outstanding under this Ordi-
nance and for the further security of such holders until paid
out or transferred as herein provided.
The City Manager shall, on or before the 20th day of the
month neat succeeding the month in which Bonds are initially
issued under the provisions of Section 207 of this Ordinance
and not later than the 20th day of each month thereafter,
withdraw an amount equal to the balance remaining in the
Revenue Fund on the last day of the preceding month, less an
amount (to be held for the payment of Current Expenses) equal
to an amount not exceeding the amount necessary for Current
Expenses during the next ensuing three (3) months as deter-
mined by the City Manager, and deposit the sum so withdrawn
with the Fiscal Agent to the credit of the following Accounts
or Funds in the following order:
(a) to the credit of the Bond Service Account,
an amount equal to one -sixth (1/6th) of the amount
of interest payable on the Bonds on the interest
payment date next succeeding (less any amount received
as capitalized or accrued interest from the proceeds of
the Bonds which is available for such interest payment)
and beginning August 1985 an amount equal to one -
twelfth (1/12th) of the next maturing installment of
princi.al on all Serial Bonds then outstanding; provided,
however, that in each month intervening between the
date of delivery of Bonds pursuant to Sections 207 or
208 of this Ordinance (beginning with the month fol-
lowing the month in which such delivery takes place)
and the next succeeding interest payment date and the
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next succeeding principal payment date? respectively#
the amount specified in this subparagraph shall be that
amount which when multiplied by the number of deposits
to the credit of the Bond Service Account required to
be made during such respective periods as provided
above will equal the amounts required (in addition to
any amounts received as accrued interest or capitalized
interest ftown the proceeds of such Bonds) for such next
succeeding interest payment and next maturing install-
ment of principal, respectively;
(b) to the credit of the Redemption Account an
amount equal to one -twelfth (1/12th) of the principal
amount of Term Bonds then outstanding required to be
retired, in satisfaction of the Amortization Requirements,
if any, for such Fiscal Year, plus the premiums, if
any, on the principal amount of Term Bonds which would
be payable in such Fiscal Year if such principal amount
of Term Bonds were to be redeemed prior to their
respective maturities from moneys held for the credit
of the Sinking Fund;
(c) to the credit of the Reserve Account,
such amount, if any, of any balance remaining
after making the deposit under clauses (a) and (b)
above (or the entire balance if less than the required
amount) as may be required to make the amount deposited
in such month to the credit of the Reserve Account
equal to the Reserve Account Deposit Requirement for
such month;
(d) to the credit of the General Reserve Fund, VO
the balance, if any, remaining after making the
deposits under clauses (a), (b) and (c) above.
If the amount deposited in any month to the credit
of any of the Accounts or Funds mentioned in (a) to (c),
inclusive, above shall be less than the amount required to
be deposited under the foregoing provisions of this section,
the requirement therefor shall nevertheless be cumulative
and the amount of any deficiency in any month shall be added
to the amount otherwise required to be deposited in each
month thereafter until such time as all such deficiencies
have been made up. The amounts required to be deposited in
the Ar. i-7-:,_nts mentioned in clauses (a), (b) and (c) above in
any month may be reduced to the extent that all or a portion
of the deposit required in any such month has theretofore
been realized from the investment of moneys on deposit in
any such Account.
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Section 505. Payment of Currentx:enaes. The
Current BxpenseS Shall be Paid ttOM the Revenue Fund
as the Same become due and payable 6 Payments from the
Revenue Fund shall be made in accordance with procedures
established by the City from time to time, the Annual
Budget and the covenants in Section 503 of this Article.
Section 506. of ...Mong"._.in" Bond Service
Account. The Fiscal Agent Shall, during the period of one
(T'I iness day immediately preceding each interest payment
date, withdraw from the Bond Service Account, and (a) remit
by mail to each owner of Serial Bonds the amounts required
for paying the interest on such Bonds as such interest
becomes due and payable and (b) deposit in trust with the
Paying Agents the amounts required for pairing the principal
of all Serial Bonds as such principal becomes due and payable.
Account. Moneys held thencreditnof the Redemptionpion
Section 507. of
y
Account shall be applied to the retirement of the Term Bonds
issued under the provisions of this Ordinance as follows
(a) Subject to the provisions of paragraph
(c) 'of this Section, the Fiscal Agent may purchase
any Term Bonds secured hereby and then Outstanding,
whether or not such Term Bonds shall then be subject
to redemption, on the most advantageous terms obtain-
able with reasonable diligence, such price not to ex-
ceed the principal of such Term Bonds plus the amount
of the redemption premium, if any, which might on the
next redemption date be paid to the holders of such
Term Bonds under the provisions of Article III of this
Ordinance if such Term Bonds should be called for re-
demption on such date from moneys in the Sinking Fund.
The Fiscal Agent shall pay the interest accrued on
such Term Bonds to date of settlement therefor from
the Bond Service Account and the purchase price from
the Redemption Account, but no such purchase shall be
made by the Fiscal Agent within the period of forty-
five (45) days next preceding any interest payment date
on which such Term Bonds are subject to call for re-
demption under the provisions of this Ordinance, except
from moneys other than moneys set aside or deposited
for the redemption of Term Bonds.
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(b) Subject to the provisions of Article ttl
of this Ordinance and paragraph (c) of this gectio nt
the Fiscal Agent may call for redemption on each
interest payment date on which Term Bonds are subject
to redemption such amount of such Term Bonds as, with
the redemption premiump if any, will exhaust the rioneYa
which will be held for the credit of the Redemption
Account on said interest payment date as nearly as
may bet provided, howevet, that not less than Fifty
Thousand b ollars ($ 5d ► 000) principal amount of Term
Bonds shall be called for redemption at any one time
unless a lesser amount shall be required to satisfy the
Amortization Requirement for any Fiscal Year. Such
redemption shall be made pursuant to the provisions
of Article ill of this Ordinance. The Fiscal Agent
shall during the period of one (1) business day prior
to the redemption date withdraw from the Bond Service
Account and the Redemption Account and set aside in
separate accounts or deposit with the Paying Agents
the respective amounts required for paying the inter-
est on, and the principal and redemption premium of,
the Term Bonds so called for redemption.
(c) Moneys held by the Fiscal Agent in the
Redemption Account shall be applied by the Fiscal
Agent each Fiscal Year to the retirement of Bonds
then outstanding in the following order:
First: the Term Bonds to the extent of the
Amortization Requirement, if any, for such Fiscal
Year for such Term Bonds, plus the applicable
premium, if any, and any deficiency in any preced-
ing Fiscal Years in the purchase or redemption of
such Term Bonds under the provisions of this sub-
division and, if the amount available in such
Fiscal Year shall not be sufficient therefor, then
in proportion to the Amortization Requirement, if
any, for such Fiscal , Year for the Term Bonds then
outstanding, plus the applicable premium, if any,
and any such deficiency.
Second: Term Bonds, if.any, in such manner
as the City Manager shall determine results in the
greatest economic benefit to the City.
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Thirdt after the retirement of all Term
Bonds; if any, Serial Bonds issued under the
provisions of this Ordinance in the inverse
order of their Maturities.
Upon the retirement of any Bonds by purchase or
redemption the Fiscal Agent shall file with the City
Commission a statement briefly describing such Bonds and
setting forth the date of their purchase or redemption,
the amount of the purchase price or the redemption price
of such Bonds and the amount paid as interest thereon. The
expenses in connection with the purchase or redemption of
any Bonds shad be paid by the City from the Revenue Fund.
Section 508. Application of., Mane s__in_ Rese..rve _Account.
Moneys held for the credit of the Reserve Account shall
first be used for the purpose of paying the interest on and
the principal of the Bonds whenever and to the extent that
the moneys held for the credit of the Bond Service Account
and the General Reserve Fund shall be insufficient for such
purpose and thereafter for the purpose of making deposits
to the credit of the Redemption Account pursuant to the
requirements of clause (b) of Section 504 of this Ordinance
whenever and to the extent that withdrawals from the Revenue
Fund and the amount on deposit in the General Reserve Fund
are insufficient for such purposes. If at any time the
moneys held for the credit of the Reserve Account shall
exceed the Reserve Account Requirement, such excess shall
be withdrawn by the Fiscal Agent and deposited to the credit
of the Revenue Fund.
Section 509. Application of Designated Revenues;
Covenent Against Issuance of Additional Bonds Under
Ordinance No. o, Adopmea N ove:mner Z1,
(a) The City covenants that ccmmencing October 1,
1985 the City will, in the City budget for each Fiscal
Year the bonds are outstandinq, budget as a first
priority item an amount equal to (a) 100% of the
Principal and Interest Requirements for the ensuing
Fiscal Year less (b) any amounts on deposit in the
Revenue Fund, (Net of amounts therein required to
pay current expenses), the Bond Service Account, Redemption
Account and the General Reserve Fund, (up to an amount
equal to $100,000), as of the last day of the prior Fiscal
Year. Upon receipt by the City of Designated Revenues in
suc!L Fiscal Year the City Manager shall cause such Designated
Revenues, subject to the prior clai.•n of the City's Series
A Sands, to be deposited with the Fiscal Agent, to the
credit of the Accounts specified in Section 504 Ca) and
Cb), one day prior to an interest payment date or a principal
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M
Payment date, as the case Maybe, the amounts necessary,
together with the amounts already on deposit in such
Accounts, as will be sufficient to pay the interest and
principal, as the case may be, duo on the resective
principal payment date and interest payment date.
(b) The City covenants that if in any Fiscal Year
moneys held for the credit of the Reserve Account are
withdrawn and deposited to the credit of the Bond
Service Account or the Redemption Account as provided
in Section 508 of this Article, the City will in the
City budget for the next ensuing Fiscal Year budget as
a first priority item an amount equal to the amount of
such withdrawal from the Reserve Account. Such budgeted
amount shall be a first charge against the Designated
Revenues received in such next ensuing Fiscal Year and
upon the receipt by the City of Designated Revenues,
less the amounts specified in Section 509(a) above in
such next ensuing Fiscal Year such Designated Revenges
shall, subject to the prior claim of the Series A
Bonds, first be deposited as received with the Fiscal
Agent for the credit of the Reserve Account until the
amount so deposited equals such budgeted amount. The
budgeting and deposit requirement of this Section shall
be cumulative and to the extent that Designated Revenues
received by the City in any Fiscal Year are not sufficient
to make deposits in the Reserve Account equal to all
prior withdrawals, which have not been restored from
Designated Revenues, the City shall remain obligated to
budget and deposit, but solely from the sources and
funds provided herein, sufficient to make up any such
unrestored withdrawals.
(c) The City covenants for the benefit of the
owners of the Bonds that it will issue no bonds, in
addition to the presently outstanding Special Obligation
Utilities Service Tax Bonds (Series A) of the City,
dated February 1, 1963, pursuant to the authority,
conferred by Article II of Ordinance No. 7066, adopted
by the City Commission on November 21, 1962, either to
finance additional municipal projects or to refund the
outstanding Series A Bonds.
Section 510. Application of Moneys in the General
Reserve Fund. Moneys held for the credit of the General
Reserve Fund may at the election of the City be applied:
(a) to reimburse the City for any amounts
deposited in the Reserve Account from Designated
Revenues pursuant to Section 509 of this Article,
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1:1
(b) to purchase or redeem Bonds,
(0) to pay the cost of unusual or extraordinary
maintenance or repairs, the cost of renewals and re -
Placements and the cost of acquiring, installing or
replacing equipment all related to the Facility and the
cost of acquiring and constructing additions and im-
provements to the facility and engineering, legal and
administrative expenses related to the foregoing,
(d) to make up deficiencies in any of the Ac-
counts and Funds created by this Ordinance including
any deficiencies in the Revenue fund required for the
payment of current Expenses, and
(e) for use by the city for any lawful purpose,
provided however there remains on deposit in the
General reserve Fund an amount in excess of $100,000.
Provided, however, that in the event of any deficiencies in
any Accounts or Funds created by this Ordinance the moneys in
the General Reserve Fund shall be applied as provided in para-
graph (d) above to make up all such deficiencies prior to
applying any moneys in the Reserve Account for such purpose
and prior to applying moneys in the General Reserve Fund for
the purposes described in paragraphs (a), (b), (c) and (e) above.
Section 511. Application of Moneys in Sinking Fund.
Subject to the terms and conditions set forth in this
Ordinance, moneys held for the credit of the Sinking Fund
shall be held in trust and disbursed by the Fiscal Agent for
(a) the payment of interest on the Bonds issued hereunder as
such interest becomes due and payable, or (b) the payment of
the principal of such Bonds at their maturities, or (c) the
payment of the purchase or redemption price of such Bonds
before their maturity and such moneys are hereby pledged
to and charged with the payments mentioned in this Section.
Section 512. Moneys Held in Trust. All moneys which
the Fiscal Agent shall have withdrawn from the Sinking Fund
or shall have received from any other source and deposited
with the Paying Agents, for the purpose of paying any of the
Bonds hereby secured, either at the maturity thereof or upon
call for redemption, shall be held in trust for the respective
owners of such Bonds. But any moneys which shall be so set
aside or deposited by the Fiscal Agent and which shall remain
unclaimed by the owners of such Bonds or of such coupons for
the period of six (6) years after the date on which such
Bonds shall have become due and payable shall upon request in
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a
writing be paid to the City or to such officer, board or body
as may then be entitled by law to receive the same, and
thereafter the owners of such bonds shall look only to the
City or to such officer, board or body, as the case may bet
for the payment and then only to the extent of the amounts so
received without any interest thereon, and the Paying Agents
shall have no responsibility with respect to such moneys.
Section 513. Cancellation Of Bonds. All 96ftds paid,
redeemed or purchased, either at or before maturity, shall
be cancelled upon the payment, redemption or purchase of
such Bonds and shall be delivered to the Fiscal. Agent when
such payment, redemption or purchase is made. All Bonds
cancelled under any of the provisions of this Ordinance
shall be destroyed by the Fiscal Agent, which shall execute
a certificate in duplicate describing the aonds so destroyed
and one executed certificate shall be filed with the city
dlerk and the other executed certificate shall be retained
by.the Fiscal Agent.
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13
El
ARTICLE Vr
Depositaries of moneys, gecurity for Deposits
and investmtrit of Funds
Section 601. Security„ fo� nppt i,t . All Moneys
received under the proViSiona Of this ordinance shall be
held either by the Fiscal Agent in accordance herewith or
shall be deposited with a Depositary or Depositaries, shall
be held in trust, shall be applied only in accordance with
the provisions of this ordinance and shall not be subject to
lien or attachment by any creditor of the City.
All moneys held by the Fiscal Agent or deposited
with any Depositary hereunder in excess of the amount
guaranteed by the Federal Deposit Insurance Corporation or
other Federal agency shall be continuously secured for the
benefit of the City and the owners of the Bonds, either
(a) by lodging with a bank or trust company approved by
the City as custodian, or, if then permitted by law, by
setting aside under control of the trust department of
the bank holding such deposit, as collateral security,
Government obligations, or, with the approval of the
City Manager, other Investment Obligations eligible
as security for the deposit of trust funds under appli-
cable regulations of the Comptroller of the Currency of
the United States or applicable State of Florida law or
regulations, having a market value (exclusive of accrued
interest) not less than the amount of such deposit, or
(b), if the furnishing of security as provided in (a) of
this Section is not permitted by applicable law, in such
other manner as may then be required, sir permitted by
applicable State of Florida or Federal laws or regulations
regarding the security for, or granting a preference in
the case off the deposit of trust funds; provided, how-
ever, that it shall not be necessary for the Fiscal Agent or
any Paying Agents to give security for the deposits of any
moneys with them for the payment of the principal of
or the redemption premium or the interest of any Bonds
issued hereunder, or for the Fiscal Agent to give security
for any moneys which shall be represented by obligations
purchased under the provisions of this Article as an in-
vestment of such moneys.
VI-1
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:3
:1
All moneys held by the Fiscal Anent and deposited
with each Depositary shall: be credited to the particular
Fund or Account to which such moneys belong.
section 602. tnvastment. of Moneys. Moneys held for
the credit of the revenue Fund, the Dond Service Account,
the Redemption Account, and the oeneral Reserve Fund, shah.,
as nearly as may be practicable, be continuously invested
and reinvested by the Fiscal Agent in Investment obligations
which shall'tnature, or which shall be subject to redemption
by the holder thereof at the option of such holder, hot
later than the respective dates when moneys held for the
credit of said Funds and Accounts will be required for the
purposes intended, or in Time Deposits; provided, however,
that each such Time Deposit shall permit the moneys so
placed to be available for use at the times provided above.
Moneys held for the credit of the Reserve Account
shall, as nearly as may be practicable, be continuously
invested and reinvested by the Fiscal Agent in Investment
Obligations, which Investment Obligations shall mature, or
shall be subject to redemption by the holder thereof at the
option of such holder, not later than ten (10) years after
the date of such investment, or in Time Deposits, provided,
however, that each such Time Deposit shall permit the moneys
so placed to be available for use at the times provided
above.
Investment Obligations and Time Deposits so purchased
as an investment of moneys in any such Fund or Account shall
be deemed at all times to be part of such Fund or Account.
The interest accruing thereon and any profit realized from
such investment shall be credited to such Fund or Account
and any loss resulting from such investment shall be charged
to such Fund or Account, provided, however, that interest
accruing on and any profit realized from the investment of
moneys in the General Reserve Fund and the Reserve Account,
to the extent required by Section 508 hereof, shall be
deposited to the credit of the Revenue Fund. The Fiscal
Agent shall sell or present for payment or redemption any
Investment Obligations so acquired whenever it shall be
necessary so to do in order to provide moneys to meet any
payment from such Fund or Account. Neither the Fiscal Agent
nor any agent thereof shall be liable or responsible for any
loss resulting from any such investment.
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In Computing the amount in any Fund or Aecount created
pursuant to the ptoVi§146na of this Ordinance, excepting
the Reserve Account# obligations purchased as an investment
of moneys therein shall be valued at the Cost or market
price thereof whichever is lower# 6xclusive of accrued
intettat& It computing the amount of the Reserve Account,
obligations purchased as an investment of moneys therein
shall be valued at their current market price. The Director
of Finance shall on the Ist day of May and December in each
year calculate the market price of all such obligations and
if such total market pricer together with any cash then held
in the Rtaerve, Account shall be less than the Reserve
Account Requirement, the City shall be obligated within the
ensuing ninety (90) days either to make deposits at the
times provided in Section 504(c) of this Ordinance or to
make deposits from the General Reserve Pund pursuant to
Section 510(d) of this Ordinance in amounts required to make
the market price of all such obligations together with any
cash then held in the Reserve Account equal to the Reserve
Account Requirement.
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ARTICLE VlI
Particular Covenants
Section 701. ��ym��i� d.f ��ir�� _ i.����t����,.t�and
Premium. The City eovanahts that it Will promptly pay
th�ncipal of and the interest on each and every
Bond issued under the provisions of this Ordinance
at the places p on the dates and in the manner specified
herein and in said Bonds, and any premium requited for
the retirement of said Bonds by purchase or redemption,
according to the true intent and meaning thereof. Such
principals interest and premium will be payable solely
from the Revenues and, to the extent provided in Section
509 of this Ordinance, from the Designated Revenues and
said -Revenues and Designated Revenues are hereby pledged
to* the payment thereof in the manner and to the extent
hereinabove particularly specified.
Bonds issued under the provisions of this Ordinance
shall not be deemed to constitute a debt of the City or a
pledge of the faith and credit of the City but such Bonds
shall be payable solely from the fund provided therefor from
Revenues and Designated Revenues. The issuance of the Bonds
shall not directly or indirectly or contingently obligate
the City to levy or to pledge any form of taxation whatever
therefor, other than the Designated Revenues, nor shall any
such Bonds constitute a charge, lien or encumbrance, legal
or equitable, upon any property of the City.
Section 702. Covenant Against Encumbrances. The
City` further covenants that, from the Revenues, it will
pay all governmental charges lawfull!?levied or assessed
upon the Facility or any part thereof or upon any Revenues
when the same shall become due, that it will duly observe
and comply with all valid requirements of any municipal or
governmental authority relative to the Facility, that it
will not create or suffer to be created any lien or charge
upon the Facility or any part thereof, or on the Revenues or
on the Designated Revenues, other than as provided herein,
ranking equally with or prior to the Bonds, and that, out of
the Revenues, it will pay or cause to be discharged, or will
make adequate provision to satisfy and discharge all lawful
claims and demands for labor, materials, supplies or other
objects which, if unpaid, might by law become a lien upon
VII-1
c
the pacility or any part theteof or the
however, that nothing Contained in thi
require the City to pay or cauae to be
prOviaion for, any such lien or charge
validity thereof shall be contested in
appropriate legal proceedings.
s
Revenues; provided,
gection shall
discharged, or Make
so long as the
good faith and by
Sedtion 703. Ike _ten.tion of__the__Ope_r,gt_iona.l Age,n2y. The
�,
City covenants and agrees thaa Will retain the Operational
Agency to operate the parking facilities in the Facility.
Section 704. Oplpy gnt of. consulting, Engineers.
The City covenants and agrees that it will for the purpose
Of performing and carrying out the duties imposed on the
Consulting Engineers by this Ordinance employ an independent
engineer or engineering firm or corporation of suitable
experience and responsibility.
Section 705. Employment of Facility Consultant, The
City covenants and agrees that it will from time to time
for the purpose of performing and carrying out the studies
and making the recommendations assigned to the Facility
Consultant by this Ordinance employ a management consultant
or a management consulting firm or corporation having a
favorable repute for skill and experience in analyzing the
operations of the Facilities.
Section 706. Employment of Accountant. The City cove-
nants and agrees that it will for the purpose of performing
and carrying out the duties imposed on the Accountant by
this Ordinance employ a certified public accountant or firm
of certified public accountants of suitable experience and
responsibility.
Section 707. Insurance. The City covenants that it
will at all times carry insurance, in a responsible insurance
company or companies authorized and qualified under the laws
of the State of Florida to assume the risk thereof, covering
such properties included in the Facility as are customarily
insured, and against loss or damage from such causes as are
customarily insured against, by companies engaged in similar
business.
All such
shall. be made
with the City
filed with the
the sole right
policies shall be for the benefit of the City,
payable to the City and shall be deposited
Manager, and copies of such policies shall be
Fiscal Agent and the City Manager shall have
to receive the proceeds of such policies and
VI I -2
Io01
e
0
to collect and receipt for claims thereunder. the proceeds
Of any and all such insurance shall be deposited by the City
Manager in the name of the City its a Depositary.
The City covenants that, upon any loss or damage to
any properties included in the Facility resulting from any
causep whether or not such loss or damage shall be covered
by insurances it will proceed with the repairing, replacing
or reconstructing (either in accordance with the original or
a different design) of the damaged or destroyed propertyr
and that it will forthwith commence and diligently prosecute
the repair, replacement or reconstruction of the damaged or
destroyed property unless it shall determine after consulta-
tion with the Consulting Engineers that the repair, replace-
mint or reconstruction of such property is not essential to
the efficient operation of the Facility.
The proceeds of all insurance referred to in this Sec-
tion shall be available for and shall, to the extent neces-
sary, be applied to the repair, replacement or reconstruction
of the damaged or destroyed property, and shall be paid out
in the manner hereinabove provided for payments from the
Construction Fund. If such proceeds are more than sufficient
for such purpose, the balance remaining shall be deposited
to the credit of the General Reserve Fund. If such proceeds
shall be insufficient for such purpose, the deficiency may
be supplied out of any moneys in the General Reserve Fund.
All insurance policies shall be open to the inspection
of the Fiscal Agent and the Bondholders and their representa-
tives at all reasonable times. The City Manager is hereby
authorized in the name of the City to demand, collect, sue
and receipt for the insurance money which may become due and
payable under any policies payable to it. Any appraisement
or adjustment of any loss of damage and any settlement or
payment of indemnity therefor which may be agreed upon
between the City and any insurer shall be evidenced to the
City Manager by a certificate signed by the officer or
officers responsible for managing the Facility.
Notwithstanding the foregoing provisions of this Sec-
tion, the City may institute and maintain fiscally sound and
Prudent self-insurance programs with regard to such risks as
shall be consistent with the recommendations of a qualified
and regionally recognized insurance consultant.
VI I -3
10014
*A4-
Section 708. UOLAf Rgyenuea► The City oovd-
nAntA and agrees thatt 90 long as zany of the gonda.
secured hartby ahall be Outstanding, none of the Reve-
nu@a will be used for any purpose Other than as provided
in this Ordinancep and that no contract or contracts
will be entered into or any action taken by which the
rights of holders of the gonds might be impaired Or
diminished.
Section 709. Records.,,Accounts and Audits, The
City covenants that it
moneys and investments relating to the Facility separate
from all other funds` accounts, moneys and investments of
the City or any of its departments, and that it will keep
accurate records and accounts of all items of costs and
of all expenditures relating to the Facility and of the
Revenues collected and the application of such Revenues.
Such records and accounts shall be open to the inspection
of all interested persons.
The City further covenants that at least quarterly
during each Fiscal Year beginning with the first full
Fiscal Year following the date of delivery of Bonds
pursuant to Section 207 of this Ordinance it will cause
to be filed with the City Clerk and the Fiscal Agent
an unaudited interim report, signed by the City Managerr,
setting forth in respect of the preceding three-month
period:
(a) a separate income and expense account for
the Facility showing the Net Revenues and a calculation
showing whether the City is in compliance with Section
501 of this Ordinance,
(b) all deposits to the credit of and with-
drawals from each special Fund and Account created
under the provisions of this Ordinance,
(c) the details of all Bonds issued,, paid,
purchased or redeemed,
(d) a balance sheet as of the end of such
three-month period, and
(e) the amounts on deposit at the end of
such three-month period in each bank or trust com-
pany and the security held therefor.
VI 1 -4
0014
the City further covenants that Within six fftontha
after the ol6ae of each Fiscal Year it will cause an audit
to be completed of its books and accounts pertaining to
the Facility by the Accountant. Reports of each such audit
shall be filed with the City Commission, the City Manager
and the Piacal Agentp and copies of such report shall be
mailed to any Bondholder who shall have filed his name, and
address with the City Clerk for such purpose-. Rach such
audit report shall set forth in respect of said Piacal
tear the same ►tatters as are horesinabove required for the
quarterly reports and shall include a comparison with the
Annual 13udget for said Fiscal Year, The Accountantr in
addition to such audit report, shall furnish a special re-
port stating that an examination of the financial statements
has been conducted in accordance with generally accepted
auditing standards and stating whether such financial
statements present fairly the financial position of the
Facility and the results of their operations and changes in
its financial position for the period covered by such audit
report in conformity with generally -accepted accounting
principles applied on a consistent basis. Such special
report shall state (i) whether at year end any violation of
bond covenants existed and (ii) if at any time during the
Fiscal Year under audit an event of default (as defined in
Section 802(a) through (e) inclusive) occurred and if so,,
the nature of the default. Such special reports shall be
limited to financial matters described in the Ordinance.
In the event that for any reason beyond the control of the
City, it is unable to obtain the foregoing certificate as
to compliance with generally accepted accounting principles
and is taking all reasonable and feasible actions to
obtain such certificates as to subsequent Fiscal Years,
the City shall be deemed to be in compliance with the
provisions of the Section, if, in lieu of the certificate
required above such certificate states the reasons for
such non-compliance or non -conformity.
The City further covenants that it will cause any
additional reports or audits relating to the Facility
to be made as required by law or by any applicable rules
or regulations of any governmental authority having jur-
isdiction in the premises. The cost of such audits shall
be treated as a part of the cost of operation.
For the purposes of this Ordinance each fund
created hereunder shall be a series of accounts within
the book of accounts of the City and shall connote a
VII-5
10014
U
segregation of accounts#
pose disclosure repbrts,
set of booms of accounts.
which will support special pur-
not to be construed as a separate
Section 710. 9n orc m nt_. of of a tiot s. The City
will diligently enforce and collect the rates, fees and
other charges for the services of the Facility; will tale
all ateps, actions and proceedings for the enforcement and
collections of such rates, fees and charges as shall become
delinquent to the full extent permitted or authorized by
law; and will Maintain accurate records with respect thereto.
All such rates, fees, charges and revenues herein pledged
shall, as collected be held in trust to be applied as
provided in this ordinance and not otherwise.
Section 711. No Sale. or Mortgage.._ of, Project. (a) The
City covenants that so long as any Bonds shall be Outstanding
under the provisions of this Ordinance and except as in this
Ordinance otherwiae permitted, it will not sell, lease or
otherwise dispose of or encumber the Facility. The City may,
however, from time to time, sell any machinery, fixtures,
apparatus, tools, instruments, or other movable property
acquired by it in connection with the Facility, or any
materials used in connection therewith, if.the City shall
determine that such articles are no longer needed or are no
longer useful in connection with the construction or opera-
tion and maintenance of the Facility, and the proceeds
thereof shall be applied to the replacement of the proper-
ties so sold or disposed of or shall be deposited to the
credit of the Redemption Account or the General Reserve
Fund, at the option of the City.
(b) Notwithstanding the provisions of paragraph
(a) of this Section, the City may from time to time sell,
trade or lease such other property forming part of the
Facility as is not needed or serves no useful purpose in
connection with the maintenance and operation of the Project
and the proceeds of any such sale of property which is de-
clared by resolution of the City Commission to be unneces-
sary for the Facility shall be deposited to the credit of
the Redemption Account or the General Reserve Fund, as may
be provided by such resolution. The City may also lease
such portions of the Facility as shall have been designed and
constructed to be leased without regard to the findings men-
tioned in the preceding sentence. The property received in
exchange pursuant to any trade shall be deemed to be a part
of the Facility. The rentals under any such lease shall be
deposited to the credit of the Revenue Fund.
VII-6
10014
(c) Notwithstanding the provisions of paragraph (a)
of this gaetion, the City may from time to time per-
manently abandon the use ofr sell# trade or lease any
Property forming a part of the Facility but only if
( i ) there shall be filed with the City Clerk and
the Fiscal Agent prior to such abandonment, sale or
lease a certificate, signed by the City Manager
and approved by the Consulting Engineers, stating
(A)that the City is not then in
i default n the performance of any of the
covenants, conditions, agreements or pro -
Visions contained in this Ordinance, and
(8) that the Net Revenues for the next
ensuing Fiscal year, after giving effect to
such abandonment, sale or lease and any replace-
ment are not less than one hundred percentum
(100%) of the maximum aggregate Principal and
Interest Requirements for any Fiscal Year there-
after, and
(2) the amount held for the credit of the
Reserve Account is equal to the Reserve Account
Requirement.
The proceeds of the sale of any property forming
part of the Facility under the provisions of paragraph (c )
of this Section shall either be deposited by the City to
the credit of the Redemption Account or the General Reserve
Fund, at the option of the City, or shall be applied to
the replacement of the property so sold, and any property
acquired as such replacement shall become a part of the
Facility subject to the provisions of this Ordinance. The
rentals under any such lease shall be deposited to the
credit of the Revenue Fund.
(d) Notwithstanding the foregoing provisions of this
Section, the City may sell or transfer the Facility but only
if
( 1 ) there shall be filed with the City Clerk and the Fiscal
Agent prior to such sale or transfer a certificate, signed
by the City Manager and approved by the Consulting Engineers
and the Accountant, stating
VI I -7
10014
(A) that the City is not in default in the
performance of any of the covenants# conditions,
agreoments# or provisions contained in the Ordinance,
and
(a) the proceeds from the sale or transfer
of the Facility are sufficient, together with any
other money of the Cityt to defease pursuant to
Section 1101 hereof all of the Bonds then outstand-
i tag .
(2) there shall be filed with the City Clerk and
the Fiscal Agent an opinion of bond counsel, nationally
recognized in the field of tart -exempt financing, to the
effect that the sale or transfer of the Facility, as the
case may be, will not affect the exemption from federal
income tax of interest on the Bonds.
The proceeds of the sale or transfer of the Facility
under the provisions of paragraph (d) of this Section shall
be deposited by the City (i) to the credit of the Redemption
Accounts after which the Bonds shall be called for redemption
as provided by a supplemental resolution, or (b) with an
escrow agent pursuant to an escrow deposit agreement in such
a manner as to defease the Bonds as provided in Section 1101
of this Ordinance, at the option of the City as evidenced by
a supplemental resolution of the City Commission.
9
VII-8
10014
ARTICLE Vt t t
.tamed ies
Section 801 i $.t r�_ i w_of tnte_rest. pa exit i in
case the time for the payment Of the interest of any Bond
shall be extended, whether or not such extension be by or
with the consent of the City, such interest so extended
shall not be entitled in case of default hereunder to the
benefit or security of this Ordinance except subject to the
prior payment in full of the principal of all Bonds then
outstanding and interest the time for the payment of which
shall not have been extended.
Section 8024 Events of Default.- Each of the
following events is HeSv `ec arM an "event of de-
fault" t that is to say: If
(a) payment of the principal and of the
- redemption premium, if any, of any of the Bonds
shall not be made when the same shall become due
and payable, either at maturity or by proceedings
for redemption or otherwise; or
(b) payment of any installment of interest
on any of the Bonds shall not be made when the same
shall become due and payable; or
(c) payment of any amount required to satisfy
any Amortization Requirement shall not be made, if
required herein; or
(d) the City shall for any reason be rendered
incapable of fulfilling its obligations hereunder;
or
(e) final judgment for the payment of money
shall be rendered against the City as a result of the
ownership, control or operation of the Facilities
and any such judgment shall not be discharged within
sixty (60) days from the entry thereof or an appeal
shall not be 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
10014
as to stay the emecution of or levy under such judg-
ment, order, decree or process or the enforeetnent
thereof; or
(f) if the City admits in writing its inabil-
ity to pay its debts generally as they become due, or
files a petition in bankruptcy or makes an assignment
for the benefit of its creditors or consents to the
appointment of a receiver or trustee for itself or
for the whole or any part of the Facilityt or
(g) if the City is adjudged insolvent by a
court of competent jurisdiction, or it be adjudged
a bankrupt on a petition in bankruptcy filed against
the City, or an order, judgment or decree be entered
by any court of competent jurisdiction appointing,
without the consent of the City, a receiver or
trustee of the City or of the whole or any part of
its property and any if the aforesaid adjudications,
orders, judgments or decrees shall not be vacated or
set aside or stayed within ninety (90) days from the
date of entry thereof; or
(h) if the City shall file a petition or
answer seeking reorganization or any arrangement
under the Federal bankruptcy laws or any other
applicable law or statute of the United States of
America or any state thereof; or
M if, under the provisions of any other
law for the relief or aid of debtors, any court
of competent jurisdiction shall assume custody or
control of the City or of the whole or any substan-
tial part of its property, and such custody or
control shall not be terminated within ninety (90)
days from the date of assumption of such custody or
control; or
(j) the City shall default in the due and
punctual performance of any other of the covenants,
conditions, agreements and provisions contained in
the Bonds or in this Ordinance on the part of the
City to be performed and such default shall continue
for thirty (30) days after written notice specifying
such default and requiring same to be remedied shall
have been given to the City, which notice the Fiscal
VIII-2
10014
:0
0
Agent May give to the City and upon the Written te-
quest of the owners of not 1499 than tMMtY-five per
cantUm (25%) in aggregate principal amount of the Bonds
then outstanding shall give to the City.
Upon the
happening and continuance of any event of deEaUlt speci-
fied in clauses (a) through (j) of Section 802 of this
Articles then and in every such case the Fiscal Agent may
and upon the written request of the owners of not less
than twenty-five per centum (25%) in aggregate principal
amount of the Bonds then outstanding shall, by a notice in
writing to the City, declare the principal of all of the
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 du.e and payable, any-
thing contained in the Bonds or in this Ordinance to the
contrary notwithstanding,- provided that if at any time after
the principal of the Bonds shall have been so 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,
moneys shall have accumulated in the Sinking Fund sufficient
to pay the principal of all matured Bonds and all arrears of
interest, if any, upon all Bonds then outstanding (except
the principal of any Bonds not then due except by virtue of
such declaration and the interest accrued on such Bonds
since the last interest payment date), and all amounts then
payable by the City hereunder shall have been paid or a sum
sufficient to pay the same shall have been deposited
with the Paying Agents,, and every other default in the
observance or, performance of any covenant, condition,
agreement or provision contained in the Bonds or in this
Ordinance (other than a default in the payment of the
principal of such Bonds then due only because of a dec-
laration under this Section) shall have been remedied,
then and in every such case the Fiscal Agent may and
upon the written request of the holders of not less than
twenty-five per centum (25%) in aggregate principal amount
of the Bonds not then due except by virtue of such declara-
tion and then outstanding shall, by written notice to the
City, rescind and annul such declaration and its conse-
quences, but no such rescission or annulment shall extend
to or affect any subsequent default or impair any right
consequent thereon.
VIII-3
1.0 0 �1-4
Section 804 fnforcetmept of emedie,s_. Upon the
happening and continuance of any event of default aped"
Pied in Section 802 of this Article, then and in every
such case the Fiscal Agent may and upon the written request
of the owners of not less than twenty-five per centum
(25t) in aggregate principal amount of the Bonds then
Outstanding hereunder shall proceed to protect and enforce
the rights of the Bondholders under Florida law, or under
this ordinance by such auita, actions or special pro-
ceedings in equity or at law, either for the specific
performance of any covenant or agreement contained herein
or in aid or execution of any power herein granted or for
the enforcement of any proper Legal or equitable remedy,
as such Fiscal Agent shall deem Most effectual to protect
and enforce such rights.
Section 805. ,Pro Rata_Ap lication of Funds. Any-
thing in this ordinance to the contrary notwithstand-
ing, if at any time the moneys in the Sinking Fund shall
not be sufficient to pay the principal of or the inter-
est on the Bonds as the same become due and payable
(either by their terms or by acceleration of maturities
under the provisions of Section 803 of this Article),
such moneys, together with any moneys then available or
.thereafter becoming available for such purpose, whether
through the exercise of the remedies provided for in
this Article or otherwise, shall be applied as follows:
(a) Unless the principal of all the Bonds
shall have become due and payable or shall have
been declared due and payable, all such moneys
shall be applied
first: to the payment of the persons
entitled thereto of all installments of in=
terest then due and payable on the Bonds,
in the order in which such installments
become due and payable, and, if the amount
available shall not be sufficient to pay in
full, any particular installment, then to
the payment ratably, according to the amounts
due on such installment, to the persons en-
titled thereto, without any discrimination
or preference except as to any difference
in the respective rates of interest speci-
fied in the Bonds;
VIII-4
10014
sL'"I" t to the payment of the persons
entitled thereto of the unpaid principal of
any of the Bonds which shall have become dote
ether than 96nd§ called for redemption for
the paymtht of which sufficient moneys are
held pursuant to the provisions of this Resolu-
tion) , in the order of their due dates t with
interest upon such Bonds at the respective
rates specified therein from the rospective
dates upon which they became due r and, if
the amount available shall not be sufficient
to pay in full the principal of Bonds due on
any particular date, together with such
interest, then to the payment first of such
interest, ratably according to the amount of
such interest due on such date, and then to
the payment of such principal, ratably
according to the amount of such principal
due on such date, to the persons entitled
thereto without any discrimination or
preference except as to any difference in
the respective rates of interest specified
in the Bonds; and
third: to the payment of the interest
on and �the principal of the Bonds, to the
purchase and retirement of Bonds and to the
redemption of Bonds, all in accordance with
the provisions of Article V of this Ordin-
ance.
(b) If the principal of all the Bonds shall
have become due and payable or shall have been de-
clared due and payable, all such moneys shall be
applied to the payment of the principal and inter-
est then due and unpaid upon the Bonds, without
preference or priority of principal over interest
or of interest over principal or of any installment
of interest over any other installment of interest,
or of any Bond over any other Bond, ratably, accord-
ing to the amounts due respectively for principal
and interest, to the persons entitled thereto with-
out any discrimination or preference except as to
any difference in the respective rates of interest
specified in the Bonds.
VIII-5
60a
M
(c) tf the principal of all the Ronda shall
have been declared due and payable and if such
declaration shall thereafter have been rescinded
and annulled under the provisions of Section 803
of this Article, then, subject to the provisions
of paragraph (b) of this Section in the event that
the principal of all the Bonds shall later become
due or be declared due and payable, the moneys re-
tainiftg in and thereafter accruing to the Sinking
Fund shall be applied in accordance with the pro-
visions of paragraph (a) of this Section.
The provisions of this Section are in all respects
subject to the provisions of Section 801 of this Article.
Whenever moneys are to be applied by the Fiscal Agent
pursuant to the provisions of this Section# such moneys
shall be applied by the Fiscal Agent at such times, and
from time to time, as the Fiscal Agent in its sole discre-
tion shall determine, having due regard to the amount of
such moneys available for application and the likelihood
of additional moneys becoming available for such application
in the futures the deposit of such moneys with the Paying
Agents, or otherwise setting aside such moneys, in trust
for the proper purpose, shall constitute proper application
by the Fiscal Agent; and the Fiscal Agent shall incur no
liability whatsoever to any Bondholder or to any other
person for any delay in applying any such funds, so long as
the Fiscal Agent acts with reasonable diligence, having due
regard to the circumstances, and ultimately applies the same
in accordance with such provisions of this Ordinance as may
be applicable at the time of application. Whenever the
Fiscal Agent shall exercise such discretion in applying
such funds, it shall fix the date upon which such applica-
tion is to be made and upon such date interest on the
amounts of principal to be paid on such date shall cease
to accrue. The Fiscal Agent shall give such notice as it
may deem appropriate of the fixing of any such date, and
shall not be required to make payment to the owner of any
Bond until such Bond shall be surrendered to it for appro-
priate endorsement.
Section 806. Effect of Discontinuance of Pro-
ceedings. In case any proceeding taken by the Fiscal
Agent on account of any default shall have been dis-
continued or abandoned for any reason, then and in
VIII-6
10014
eery such case the City and the Fiscal Agent shall be
restored to their former positions and rights hereunder,
respectively, and all rights and remedies of the Fiscal
Agent and the Bondholders shall continue as though no
such proceeding had been taken.
Section 807, Restriction on Individual Bondholder
Actions. No holder _
of any e . the 'aandJ8 hereby .Secured
shall -rave any right in any manner whatever by his or
their action to affect, disturb or prejudice the secu-
rity of this Ordinance, or to enforce any right here
under except in the mariner herein provided, and all such
proceedings at law or in equity shall be instituted, had
and maintained for the benefit of all holders of such
Bonds and coupons.
Section 808. No Remedy Exclusive. No remedy
herein conferred upon the Fiscal Agent on behalf of 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 hereunder.
Section 809. Delay Not a Waiver. No delay or omis-
sion of the Fiscal Agent to exercise 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 an acquiescence therein; and every power and
remedy given by this Article to the Fiscal Agent on behalf
of the Bondholders may be exercised from time to time and
as often as may be deemed expedient.
Section 810. Right to Enforce Payment of Bonds.
Nothing in this Article shall affect or impair the right
of any Bondholder to enforce the payment of the principal
of and interest on the Bonds, or the obligation of the City
to pay the principal of and interest on 'each Bond to the
holder thereof at the time and place in said Bond expressed.
VIII-7
l
ART IC 1 9 1
Execution of tnstruMents by Bondholders
and goof of Ornetship of Bonds
acction 901. g.xecuti.bh_ of4^_ hStrumt ts_ by Bond-
holdets and proof Of--OwnershipOf--OWnOrAhip of Bonds. Any request,
d rect on, consent Or of er instrument in writing re-
quired or permitted by this Ordinance to be signed or
executed by Bondholders may be in any number of con -
Current instruments of similar tenor and may be signed
or executed by such Bondholders or their attorneys or
legal representatives, goof of the execution of any
such instrument and of the ownership of 'Bonds shall
be sufficient for -any purpose of this Ordinance and
shall be conclusive in favor of the City with regard
to any action taken by it under such instrument if
made in the following manner
(a) The fact and date of the execution by
any person of any such instrument may be proved
by the verification of any officer in any juris-
diction who, by the laws thereof, has power to
take affidavits within such jurisdiction, to the
effect that such instrument was subscribed and
sworn to before him, or by an affidavit of a
witness to such execution. Where such execution
is on behalf of a person other than an individual
such verification or affidavit shall also con-
stitute sufficient proof of the authority of the
signer thereof .
(b) The ownership of the Bonds shall be proved by
the registration books kept under the provisions of
Section 204 of this Ordinance.
But nothing contained in this Article shall be
construed as limiting the Fiscal Agent to such proof, it
being intended that the Fiscal Agent may accept any other
evidence of the matters herein stated which it may deem
sufficient. Any request or consent of the owner of any
Bond shall bind every future owner of the same Bond in
respect of anything done by the City in pursuance of such
request or consent.
Notwithstanding any of the foregoing provisions
of this Section, the Fiscal Agent shall not be required
to recognize any person as a owner of any Bond or to take
any action at his request unless such Bond shall be depo-
sited with him.
IX-1
10014
0
ARTICLE X
supplemental Ordinances
section 1001 . r_l entAl without
ondh l ers' ohs his. The City Cott ss on, from time to
titn and at any time may adopt such ordinances supple-
mental hereto as shall not be inconsistent with the
terms and provisions hereof (which supplemental ordin-
ance shall thereafter form a part hereof)
(a) to cure any ambiguity or formal defect or
omission or to correct any inconsistent provisions
in this ordinance or in any supplemental ordin-
ance, or
(b) to grant to or confer upon the Bondholders
any additional rights, remedies, powers, authority
or security that may lawfully be granted to or -con-
ferred upon the Bondholders, or
(c) to add to the conditions, limitations and
restrictions on the issuance of Bonds under the
provisions of this Ordinance other conditions,
limitations and restrictions thereafter to be ob-
served, or
(d) to add to the covenants and agreements of
the City in this Ordinance other covenants and
agreements thereafter to be observed by the City or
to surrender any right or power herein reserved to
or conferred upon the City.
At least thirty (30) days prior to the adoption
of any supplemental ordinance for any of the purposes
of this Section, the City Clerk shall cause a notice
of the proposed adoption of such supplemental ordinance
to be mailed, postage prepaid, to all registered owners of
Bonds at their addresses as they appear on the registration
books. ,Such notice shall briefly set forth the nature of
the proposed supplemental ordinance and shall state that
copies thereof are on file at the office of the City Clerk
for inspection by all Bondholders. A failure on the pa::t of
the City Clerk to mail the notice required by this Section
shall not affect the validity of such supplemental ordinance.
X-1
10014
Section 1002, ordinance With gon- 146
Ct)t'iagnt• Subject to the terns and Provisions Contained in
this Section, and not Otherwise# the owners of not less than
two-thirds (2/3) in aggregate principal amount of the Bonds
then outstanding and the Municipal Bond Insurance Associa-
tion, its successors and assigns ("MBIA") shall have the
right, from time to titre, anything contained in this Ordi-
nance to the contrary notwithstanding # to consent to and
approve the adoption of such ordinance or ordinances supple-
mental hereto as shall be deemed necessary or desirable by
the City For the purpose of modifying# altering# amending,
adding to or rescinding# in any particular, any of the terms
or provisions contained in this ordinance or in any supple-
mental ordinance; provided, however# that nothing herein
contained shall permit, or be construed as permitting, (a)
an extension of the maturity of the principal of or the
interest on any Band issued hereunder, or (b) a reduction in
the principal amount of any Bond or the redemption premium
or the rate of interest thereon# or (c) the creation of a
lien upon or a pledge of Revenues or designated Revenues.
other than the lien and pledge created by this Ordinance, or
(d) a preference or priority of any Bond or Bonds over any
other Bond or Bonds, or (e) a reduction in the aggregate
principal amount of the Bonds required for consent to such
supplemental ordinance. Nothing herein contained, however,
shall be construed as making necessary the approval by
Bondholders or MBIA of the adoption of any supplemental
ordinance as authorized in Section 1001 of this Article.
If at any time the City shall determine that it is
necessary or desirable to adopt any supplemental ordinance
for any of the purposes of this Section, the City Clerk
shall cause notice of the proposed adoption of such sup-
plemental ordinance prepaid, to all Bondholders and MBIA
to be mailed, postage prepaid, to all owners of Bonds at
their addresses as they appear on the registration books
and to MBIA at its address as set forth in Section 1302 of
this Ordinance. Such notice shall briefly set forth the
nature of the proposed supplemental ordinance and shall
state that copies thereof are on file at the office of the
i' City Clerk for inspection by all Bondholders. The City
shall not, however, be subject to any liability to any
Bondholder by reason of its failure to cause the notice
required by this Section to be mailed and any si)rh
failure
shall not affect the validity of such supplemental ordinance
when consented to and approved as provided in this Section.
X-2
1 001
Whenever, at the tithe within one year after the date
Of the first publication of such notice, the City shall de-
liver to the piscal Agent an in`trbment or instruments in
writing purporting to be executed by the owners of not less
than two=thirds (2/3) in aggregate principal amount of the
Bonds then outstanding and M8tA, which instrument or: ihstru-
menta shall refer to the proposed supplemental ordinance
described in such notice and shall specifically consent to
and approve the adoption thereof in substantially the forth
of the copy thereof referred to in such notice, thereupon,
but not otherwise, the City Clerk may adopt such supple-
mental ordinance in substantially such form, without lia-
bility or responsibility to any owner of any Bond, whether
or not such owner shall have consented thereto.
If ( i ) the owners of not less than two-thirds ( 2/3 ) in
aggregate principal amount of the Bonds outstanding at the
time of the adoption of such supplemental ordinance and (ii)
MBIA shall have consented to and approved the adoption there-
of as herein provided, no owner of any Bond shall have any
right to object to the adoption of such supplemental ordinance,
or to object to any of the terms and provisions contained
therein or the operation thereof, or in any manner to ques-
tion the propriety of the adoption thereof, or to enjoin or
restrain the City Commission from adopting the same or from
taking any action pursuant to the provisions thereof.
Upon the adoption of any supplemental ordinance pursuant
to the provisions of this Section, this Ordinance shall be
and be deemed to be modified and amended in accordance
therewith, and the respective rights, duties and obligations
under this Ordinance of the City and all owners of Bonds
then outstanding shall thereafter be determined, exercised
and enforced in all respects under the provisions of this
Ordinance as so modified and amended.
Section 1003. Supplemental Ordinances Part of Ordin-
ance. Any supplemental ordinance adopted rn accordance with
the provisions of this Article and approved as to legality
by the City Attorney shall thereafter form a part of this
Ordinance, and all of the terms and conditions contained in
any such supplemental ordinance as to any provision author-
ized to be contained therein shall be and shall be deemed to
be part of the terms and conditions of this Ordinance for
any and all purposes. In case of the adoption :.,d approval
of any supplemental ordinance, express reference may be
made thereof in the text of any Bonds issued thereafter, if
deemed necessary or desirable by the City.
k:
i
X-3
c` 10414
ARTICLE X1
t5efeasanca
86ctipft 1101, cessation of Interest of pohdholdars4
Ift when the Bonds -9;Zrr";T'T`e��57
and payable in accordance with their terms or shall have
been duly called for redemption or either irrevocable
instructions to call the Bonds for redemption or to pay
the Bonds at their respective maturities and mandatory
redemption dates or any combination of such payment and
redemption shall have been given by the City to an appro-
priate fiduciary institution acting at escrow agent# the
Wole amount of the, principal and the interest and pre-,
mium# if anyt so due and payable upon all of the Bonds
then outstanding shall be paid or sufficient moneys, or
Government Obligations, not callable at the option of the
obligor# either the principal of and the interest on which
Theft due or the principal of which when due will provide
sufficient moneys, shall be held by such escrow agent for
such purpose under the provisions of this Ordinance, and
Provision shall also be made for paying all other sums
Payable hereunder by the City# then and in that case the
right, title and interest of the owners of the Bonds secured
hereby in the Revenues, Designated Revenues, Funds and
Accounts mentioned in this Ordinance shall thereupon cease,
determine and become void, and the City Commission in such
case, shall repeal and cancel this Ordinance and may apply
any surplus in any account in the Sinking Fund and all
balances remaining in any other Funds or Accounts other than
moneys held for the redemption or payment of Bonds to any
lawful purpose of the City as the City Commission shall
determine; otherwise this Ordinance shall be, continue and
remain in full force and effect; provided, however, that in
the event Government Obligations shall be deposited with and
held by such escrow agent as hereinabove provided, and in
addition to the requirements set forth in Article III of
this Ordinance, the Fiscal Agent shall within thirty (30)
days after such Government Obligations shall have been
deposited with such escrow agent cause a notice signed by
the Fiscal Agent to be mailed, postage prepaid, to all
Owners of Bonds at their addresses as they appear on the
registration books, and, setting forth (a) the date desig-
nated for the redemption of the Bonds, (b) A !cscription of
the Government Obligations so held by such escrow agent, and
(c) that this Ordinance has been repealed and cancelled
in accordance with the provisions of this Section. The
XI-1
10014
City shall not, h6wtverp be aubj6ct to any liability to any
pa
use
notiCe rL
tiondhOldor by reason of its failure to Squired
bythia 8tetion to be mailed and any such failure shall not
afftet the validity of the ceagation of interest of the
Elondh6lders as provided in thia Section.
All moneys and obligations held by an escrow agent
pursuant .to this Section shall be held in truat and the
principal and interest of raid obligations when received,
and said moneys, applied to the payment, when due# of the
principal and interest and the premiums if any, of the
Bonds so called for redemption or to be paid,
I
XI -2
10014
ARTICLE XII
Concerning the Fiscal Agent
Section 1201, ointment Of pupal .A '
Prior try the issuance of"any Bonds under: the provisions
of this Ordinance the City Commission shall adopt a reap—
lution appointing as Fiscal Agent a bank or trust com-
pany authorized by law to exercise corporate trust powers
and subject to examination by Federal or state authority, of
good standing, and having a combined capital and surplus
aggregating not less than Five Million Dollars ( $5, 000, 000) .
Section 1202, No Obligation to Institute, or
Defend Suit Without In egn-I ication. The Fiscal
Agent shall be under no obligation to institute any
suit, or to take any remedial proceeding under this
Ordinance, or to enter any appearance or in any way
defend in any suit in which it may be made defendant,
or to take any steps in the execution of the obliga-
tions hereby created or in the enforcement of any
rights and powers hereunder, until it shall be
indemnified to its satisfaction against any and all
costs and expenses, outlays and counsel fees and
other reasonable disbursements, and against all
liability; the Fiscal Agent may, nevertheless, begin
suit, or appear in and defend suit, or do anything
else in its judgment proper to be done by it as such
Fiscal Agent, without indemnity, and in such case the
City shall reimburse the Fiscal Agent from the Revenues
for all costs and expenses, outlays and counsel fees
and other reasonable disbursements properly incurred
in connection therewith.
Section 1203. No Liability For Failure To Make
Collections or Deposits. The Fiscal Agent shall not
be liable or responsible because of the failure of
the City or of any of its agents or employees to
make any collections or deposits or to perform any
act herein required of them or because of the loss of
any moneys arising through the insolvency or the act
or default or omission of any other Depositary in
which such moneys shall have been deposited under the
provisions of this Ordinance. The immunities
and exemptions from liability of the Fi c'^:al Agent
hereunder shall extend to its directors, officers,
employees and agents.
XI I -1
10014 l
Section 1204. ����w��� �x��nge, . Subject to
the provisions of any contract between the City and
the Fiscal Agent, the City shall pay to the Fiscal
Agent, from the Revenue Fund, teasonable compensation
for all services performed by i t hereunder and also
all its reasonable oxpenses, charges and other dis-
bursements and those of its attorneyag agents and
employees incurred in and about the administration
and execution of the ttusta hereby created and the
performance of its powers and duties hereunder, and,
from such Fund only, shall indemnify and save the
Fiscal agent harmless against any liabilities which
it may incur in the exercise and performance of its
powers and duties hereunder. Any payment by the
city to the Fiscal Agent for compensation or ex-
pense of the fiscal Agent or its attorneys shall be
treated as a Current Expense. .
Section 1205. Reliance on Certificates or
Reports. In case at any time it shall be necessary
or desirable for the Fiscal Agent to make any investiga-
tion respecting any fact preparatory to taking or not
taking any action or doing or not doing anything as
such Fiscal Agent, and in any case in which this
Ordinance provides for permitting or taking any
action, the Fiscal Agent may rely upon any certificate
or report required or permitted to be filed with it
under the provisions of this Resolution, and any such
certificate or report shall be evidence of such fact
to, protect the Fiscal Agent in any action that it may
or may not take or in respect of anything it may or
may not do by reason of the supposed existence of
such fact. Except as otherwise provided in this
Ordinance, any request, notice or other instrument
from the City or from the City Commission to the Fiscal
Agent shall be deemed to have been signed by the
proper party or parties if signed by the City Mana-
ger. Except as herein otherwise provided, the
Fiscal Agent may accept a certificate signed by the
City Clerk as to any action taken by the City Commis-
sion.
Section 1206. Right To Deal In Bonds. The
bank or trust company acting as Fiscal Agent under
this Ordinance, and its directors, officers, em-
ployees or agents, may in good faith huY , sell, own,
hold and deal in any of the Bonds issued under the
XI I -2
V
10014
provisions of this Ordinance # and may join its any
action which any Bondholder may be entitled to take
with like effect as if such bank or trust company
were not the Fiscal Agent under this Ordinance.
Section 1207,
res
e _resentat lots ct F soal Agent. The recitals a
statements and reprosentat oni contained herein and
in the Sonds shall be taken and construed as made by
and on the part of the City and not by the Fiscal
Agent, and the Fiscal Agent assumes and shall be
under no responsibility for the correctness of the
same. The Fiscal Agent shall have no responsibility
in respect of the validity or sufficiency of this
Ordinance or the due adoption thereof, or in respect
of the validity of the Bonds or of the coupons or the
due execution thereof.
Section 1208. No Liability,of Fiscal Agent,
The Fiscal Agent shall be protected and shall incur
no liability in acting or proceeding, or in not
acting or not proceeding, in good faith, reasonably
and in accordance_ with the terms of this Ordinance,
upon any resolution, order, notice, request, consent,
waiver, certificate, statement, affidavit, requisition,
bond or other paper or document which it shall in good
faith reasonably believe to be genuine and to have been
adopted or signed by the proper board or person or to
have been prepared and furnished pursuant to any of
the provisions of this Ordinance, or upon the written
opinion of any attorney, engineer or accountant believed by
the Fiscal Agent to be qualified in relation to the subject
matter. The Fiscal Agent shall not be bound to recognize
any person as an owner of any Bond or coupon or to take any
action at his request unless such Bond shall be deposited
with the Fiscal Agent.
Section 1209. Resignation of Fiscal Agent. Th e
Fiscal Agent may resign and thereby become discharged
from the obligations hereby created, by notice in writ-
ing to be given to the City and published once ,in a
Daily Newspaper of general circulation in the City, and
in a financial journal or Daily Newspaper of general
circulation published in the Borough of Manhattan,
City and State of New York, not lei., tnan sixty (60 )
days before such resignation is to take effect, but
XI I -3
auch resignation shall take effect immediately upon
the appointtrient of a new Fisdal Agent heteundet, if
such new Fiscal Agent shall be appointed before the
time limited by such notice and shall then aecept
the trusts hereof.
Section 1210. removal of Fiscal Agent. The
Fiscal Agent may be removed at any time by an instru-
Merit or concurrent instruments in writing, signed by
the holders of not less than a majority in principal
amount of the Bonds issued pursuant to this Ordinance
and then outstanding and filed with the City. A
Photostatic copy of each such instrument shall be
Promptly delivered by the City to the Fiscal Agent.
Section 1211. Vacancy, of, office of Fiscal Agent.
If at any time hereafter the Fiscal Agent shall rresign,
be removed, be dissolved` or otherwise become incapable
of acting, or if the bank or trust company acting as
Fiscal Agent shall be taken over by any governmental
official, agency, department or board, the position of
Fiscal Agent shall thereupon become vacant. If the
position of Fiscal Agent shall become vacant for any of
the foregoing reasons or for any other reason, the City
Commission may appoint a Fiscal Agent to fill such va-
cancy. The City Commission shall publish notice of any
such appointment by it made once in each week for two ( 2 )
successive weeks in a Daily Newspaper of general circu-
lation in the City and in a financial journal or Daily
Newspaper of general circulation published in the Borough
of Manhattan, City and State of New York.
At any time within one ( 1 ) year after any such
vacancy shall have occurred, the holders of a majority
in principal amount of the Bonds issued pursuant to
this Ordinance and then outstanding, by an instrument
or concurrent instruments in writing, signed by such.
Bondholders or their attorneys in fact thereupto duly
authorized and filed with the City, may appoint a
successor Fiscal Agent, which shall supersede any Fiscal
Agent theretofore appointed by the City Commission.
Photostatic copies of each such instrument shall be
delivered promptly by the City to the predecessor
Fiscal Agent and to the Fiscal Agent so appointed by
the Bondholders .
XI I -4
1 0 Q 1 4
IR
if no appointment of a successor Fiscal Agent
shall be made pursuant to the foregoing Provisions of
thin Section, the holder of any fond outstanding
hereunder or any retiring Fiscal Agent may apply to
any court of competent jurisdiction to appoint a
successor Fiscal Agent. Such court may thereupon,
after such notice# if any, as such court may deem
proper and prescriber appoint a successor Fiscal
Agent,
Any Fiscal Agent thereafter appointed shall be a
bank or trust company having the qualifications
prescribed for the Fiscal Agent by Section 1201 of
this Article.
Section 1212. -Successor Fiscal A ent. Fvery successor
Fiscal Agent appointed ereun er shall have a combined
capital and surplus aggregating not less than Five Million
Dollars ($5, 000, 000) and shall execute, acknowledge and
deliver to its predecessor, and also to the City, an in-
strument in writing accepting such appointment hereunder,
and thereupon such successor Fiscal Agent, without any
further act, shall become fully vested with all the rights,
immunities, powers and trusts, and subject to all the
duties and obligations of its predecessor; but such pre-
decessor shall, nevertheless, on the written request of the
City or of its successor, and upon payment of the expenses,
charges and other disbursements of such predecessor which
are payable pursuant to the provisions of Section 1204 of
this Article, execute and deliver an instrument transferring
to such successor Fiscal Agent all the rights, immunities,
powers and trusts of such predecessor hereunder; and
every predecessor Fiscal Agent shall deliver all property
and moneys held by it hereunder to its successor. Should
any instrument in writing from the City be required by any
successor Fiscal Agent for more fully and certainly vesting
in such Fiscal Agent the rights, immunities, powers and
trusts hereby vested or intended to be vested in the pre-
decessor Fiscal Agent, any such instrument in writing shall
and will, on request, be executed, acknowledged and delivered
by the City.
Notwithstanding any of the foregoing provisions
of this Article, any bank or trust company having
power to perform the duties and execute the trusts of
this Ordinance and otherwise qualified to act as
XI I -5
1 0 0 1 4
2
Fiscal Agent hereunder With Or into which the bank or
trust company acting as Fiscal Agent May be merged or
consolidated or to which the atigatr, and business Of
such bank or trust company %ay be sold, shall be
deemed the successor of the Fiscal Agent.
Section 1213, Access to Pacili�y. The City coven-
ants that the PiaCal' Agent Or any successor Pitcal Agent
shall at all times have free access to all PtoPettie8
included in the Pacility and every part thereof for the
purposes of inspection and examination, and that its bOOk8p
records and accounts may be examined by the Fiscal Agent
at all reasonable times.
ARTICLE Xt 11
Miseellaneous provisions
section 1301. Effect of Covenants. All cove"
nanta, stipulations, obligations and agreements of the
City contained in this Ordinance shall be deemed to
be covenants, stipulations, obligations and agreements
of the City and of the City Commission and of each depart-
ment and agency of the City to the full extent authori2ed
or permitted by law, and all such covenants, stipula-
t onst obligations and agreements shall bind or inure
to the benefit of the successor or successors thereof
from time to time and any officer, board, body or
commission to whom or to which any power or duty affect-
ing such covenants, stipulations, obligations and agree-
ments shall be transferred by or in accordance with
law.
Except as otherwise provided in this Ordinance,
all rights, powers and privileges conferred and duties
and liabilities imposed upon the City or upon the
City Commission by the provisions of this Ordinance shall
be exercised or performed by the City Commission, or by
such other officers, board, body or commission as may
be required by law to exercise such powers or to per-
form such duties.
No covenant, stipulation, obligation or agree-
ment herein contained shall be deemed to be a covenant,
stipulation, obligation or agreement of any member,
agent or employee of the City Commission in his indivi-
dual capacity, and neither the members of the City Com-
mission nor any official executing the Bonds shall be
liable personally on the Bonds or be subject to any per-
sonal liability or accountability by reason of the issu-
ance thereof.
Section 1302. Manner of Giving Notice. Any no-
tice, demand, direction, request or other instrument
authorized or required by this Ordinance to be given
to or filed with the City or the City Commission shall be
deemed to have been sufficiently given or filed for all
purposes of this Ordinance if and when sent by certi-
fied mail, return receipt Lequested:
XIII-1
10014
rig
to the City, if addressed to the City Manager of
the City of Miami# Plorida# City Hall, Miami,
plorida;
Upon receipt of any such notice the City shall send a
copy of notice such Municipal Bond insurance association,
34 South Broadway, Sox 733, 'White Plains, N.Y. 10602.
All documents received by the City Manager and City
Commission under the provisions of this ordinance shall be
retained in their possession, subject at all reasonable
times to the inspection of the City, any gohdholder, and
the agents and representatives thereof.
Section 1303. Successorship of Paying Agents. Any
bank or trust company with or into which a Paying Agent
may be merged or consolidated, or to which the assets and
business of such Paying Agent may be sold, shall be deemed
the successor of such Paying Agent for the purposes of
this ordinance. if the position of a Paying Agent shall
become vacant for any reason, the City Commission shall,
within thirty (30) days thereafter, appoint a bank or trust
company located in the same City, as Paying Agent to fill
such vacancy.
Section 1304. Successorship of City Officers. In
the event that the offices of Mayor, City Manager, Director
of Finance, City Clerk or City Attorney shall be abolished
or any two or more of such offices shall be merged or
consolidated, or in the event of a vacancy in any such
office by reason of death, resignation, removal from office
or otherwise, or in the event any such officer shall become
incapable of performing the duties of his office by reason
of sickness, absence from the City or otherwise, all powers
conferred and all obligations and duties imposed upon such
officer shall be performed by the officer succeeding to the
principal functions thereof or by the officer upon whom such
powers, obligations and duties shall be imposed by law.
Section 1305. Substitute Publication and Mailing. If,
because of the temporary or permanent suspension of publica-
tion of any Daily Newspaper or financial journal or for any
other reason, the City Manager shall be unable to publish
in a Daily Newspaper or financial journal any notice re-
quired to be published by any provision of this Ordinance,
or if, because of the temporary or permanent suspension of
postal service, the City shall be unable to mail any notice
required to be given by the provisions of this ordinance,
the City shall give such notice in such other manner as in
its judgment shall most effectively approximate such publica-
tion or mailing, as the case may be, and the giving of such
XIII-2
10014
r
M
notice in such manner shall for all purposes of this Ordi-
nance be deemed to be in compliance with the requirement for
the publication or mailing, as the case may ber thereof.
Section U06. lncor�sistent ordinances. All ordin-
ances and parts thereof Which are inconsistent with any
of the provisions of this Ordinance are hereby declared
to be inapplicable to the provisions of this Ordinance.
Section 1107. Further Acts. The officers and
agents of the City areie au, and directed to
do all the acts and things required of them by the Bonds
and this Ordinance, for the full, punctual and complete
performance of all of the terms, covenants, provisions
and agreements contained in the Bonds and this Ordinance.
Section 1308. Head ins Not Part of ordinance.
Any headings preceding the texts of t e several Articles
and Sections hereof and any table of contents, marginal
notes or footnotes appended to copies hereof shall be
solely for convenience of reference, and shall not con-
stitute a part of this Ordinance, not shall they affect
its meaning, construction or effect.
Section 1309. City nd Bondholders Alone .Have
Rights under Ordinance. Except as herein otheEwise
expressly provided, nothing in this Ordinance, expressed
or implied, is intended or shall be construed to confer
upon any person, firm or corporation, other than the City
and the holders of the Bonds issued under and secured by
this Ordinance, any right, remedy or claim, legal or
equitable, under or by reason of the Ordinance or any
Provision hereof, this Ordinance and all its provisions
being intended to be and being for the sole and exclusive
benefit of the City and the holders from time to time of
the Bonds issued hereunder.
Section 1310. Negotiated Sale. The negotiated sale
of the Bonds is hereby authorized based on the findings of
the City Commission, as set forth in the last WHEREAS clause of
this Ordinance.
Section 1311. Effect of Partial Invalidity. In
case any one or more of the provisions of this Ordinance
or of any Bonds issued hereunder shall for any reason be
held to be illegal or invalid, such illegality or invalidity
shall not affect any other provision of this Ordinance or of
the Bo,:js, but this Ordinance and the Bonds shall be con-
strued and enforced as if such illegal or invalid provision
had not been contained therein. The Bonds are issued and
this Ordinance is adopted with the intent that the laws of
the State of Florida shall govern their construction.
XIII-3
10014
STATE OP MR=
COUNTY OE DADE )
CITY OE M IAM I )
1, R ALPH 0. ONGIE, Clerk of the City of Mialti,
Eoorida, and keeper of the records thereof, do hereby
certify that the attached and foregoing pages j through
XIIt 4 . inclusive, contain a true and correct copy of an
ordinance adopted by the Commission of said City at a
meeting held on the 9th day of July, 1985,
SAID ORDINANCE WAS DESIGNATED ORDINANCE NO-1 4
IN WITNESS WHEREOF, I hereunto set my hand and
impress the official seal of the City of Miami, Florida,
this day of , 1985.
( S
E
A
L
RALPH G. ONIE
CITY CLERK
By
Deputy City Clerk
CItY bF MIAMI. FLORIbA
INfiEA,01r�'ICE MEMOPANDUM
To The Honorable Mayor and DA+E July 5, 1985 I:,LE
Members of the City Commission
SUB'EC'T Agenda Item - Government
Center Parking Garage
Advanced Refunding Bonds
FRGM � REF'ERE`.�.ES City Commission Agenda
Sergio Bereir July 9, 1985
City Manager
It is recommended that the attached emergency
ordinance amending Ordinance No. 9291, which
authorized the issuance of not exceeding
$12,000,000 Parking Revenue Bonds (Additionally
Secured by Non -Ad Valorem Revenues) of the City
of Miami for the purpose of providing funds for
paying the cost of acquisition and construction
of an off-street parking facility, be approved.
This amending ordinance approves the issuance of
Special Obligation Bonds, Series 1985, in an
amount not to exceed $13,800,000 for the purpose
of advance refunding of the original bonds with
resulting' of significant savings to the City in
debt service costs.
Bonds authorized under Ordinance No. 9291 were issued in 1982 as
the City of Miami, Florida, Parking Revenue Bonds (Additionally
Secured by Non -Ad Valorem Revenues), Series 1981, in the amount
of $10,400,000 to finance the construction and related costs of
the Government Center Parking Garage at an interest rate of 13.16
percent. Due to the significant decrease in interest rates in
recent months, it is estimated that the City could save in excess
of $l million in debt service costs by advance refunding of the
1981 bonds.
The attached amendment authorizes the issuance of Special Obliga-
tion Bonds, Series 1985, in an amount not to exceed $13,800,000.
This ordinance continues the pledge of utilities service tax
(water and gas) that was made under the original ordinance, in,
order to strengthen the marketability of these bonds.
It also details the legal requirements related to these bonds,
that protected the bondholders' and the City's interests,
1 00I
MIAMI REVIEW
AND DAILY RECORD
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Dade County, Florida.
STATE OF FLORIDA
COUNTY OF DADS
Before the undersigned authority personally appeared
Sookle Wllllams, who on oath says that she is the Vice President
of Legal Advertising of the Miami Review and Daily Record, 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
Re: AN EMERGENCY ORDIANCE AMENDING AND
MSTEATING ORD. NO. 9291
inthe ....... X..X..X.......................... Court,
was published In said newspaper In the issues of
July 17, 1985
CIT.YOI<MIAMIr:"
DADE.COUNTY, 1!LORIDA
LEOAL NOTICE
All Interested persons will take'notfcIIs tha on,the„>�tF_day bf �uiy,':;
1985, the. City, Commission of Miami; Florida; adop)ed the following,:
titled ordinance(s):
AN EMERGENCY:OR0 ANCE4AMENDING AND',RESTAT;
iNG ORDINANCE N0,'9291-ADOPTED 6Y'`I'l1E,DOMMfSSION si
OF.THE CITY ON JULY 8;1981;AS"AMEND�D;:A�1`HORItfN.0
THE :ISSUANCE OF. NOT. F.XCEEDING;S13,720;bW-1—
GATE PRINCI PAL 'AMOUNT SPECIAL".OEILIGATION,BONDS
OF...THE CITY. OF: MIAMl FLORIDA :FOR:THE`!PURPOSE
PAYING AT:,THEIR RESPECTIVE MA'TUArfi(i:S'FAEDEEM�? x;�;a::�.,;
iNG'THE OUTSTANDING'PARkit A Ps:VRNi =---calibre )wn nj'x:'n,'
, nc._vlI
Affiant further says that the said Miami Review and Daily NAN. CE NO."6291 AWAMI
Record is a newspaper published at Miami in said Dade County, OFISSUANCE--OF HE�B(
Florida, and the, the said newspaper has heretofore been
continuously published in said Dade County, Florida, each day MENT OKAUCH,'. 014p S
(except Saturday, Sunday and Legal Holidays) and has been .FROM THE NET REVEt3lIE
entered as second class mail matter at the post office in FACIL'I , .FINANCED PROtI
Miami in said Dade County, Florida, for a period of one year
next preceding the first publication of the attached, copy of 1981 LIONbS AIVD CERTAII!
advertisement; and affiant further says' that she has neither REYEN SOItiCES QF',TF
paid promised any person, firm or corporation any discount, SEC ltITY'AND OTt�ER,PF
rob& ommission or refund for the purpose of securing this TING'FOi�TH, HE.RIGH E
adv ement for publication In he said newspaper. T . t ,T
itt Irfill
ERS'OF;.TIiE`,s`oNDS;`AN
Al
DETAILS RELgTINGIO-11
�. ............ INCLUDING THEIR ;SALE,
..
VIDING'SEVEF9111.TCI
SMom u scAl;ed bfforo me this EMERGENCY MEAg;PRE, AI
�6 �/ w ING OF.,THE ORDINANCE
Jul17th day of - *. • .. ..... . ` , ► p. 19. 85
+• �`Z_' (i11438 � ar,�asa, a�i �.J.. at J,8rop7ca
i� ry Publle, Sis,ef Florida at Large (Logo)
(SEAL)
My Commission expirtt6rdiygPi t11 tt�4.
a rft FROGEEDS OF,THE SERIES,*
DESIG ATED JKOW; VAlOREtQI t ,
:`1CiT1f, DESC,RfINa TkIE'rERIuiS,'` '
WISI"ONS OF- THE QONDS, SET Y
AWD'REMEOIES QF.THE HOLD-
);ROVIDING�'C'ERTA'INigTIiER" ,y
E` ISSUANCE OK SUCW BONDS;,`
'11RO1)GH'NEGOTIATI6N `,PROc'$
CLARING,THE ORDINANCE AN,°
D DISPENSING WITH THE MEAD- "
iN TWO SEPARATE DAYS,
RALPH G ONGIE;
CITX.G.I.ERi�
PITY, OF MIAMI, FLOF:'Ipq