HomeMy Public PortalAbout11-04 8,000,00 Capital Improvement Revenue and Revenue Refunding Bonds 1st Reading: MARCH`13, 2011
2nd Reading: APRIL 27, 2011
Public Hearing: APRIL 27, 2011
Adopted: APRIL 27, 2011
Effective Date: APRIL 28, 2011
Sponsored by City Manager
ORDINANCE NO. 11-04
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF
OPA-LOCKA, FLORIDA AUTHORIZING THE ISSUANCE AND
SALE OF NOT TO EXCEED $8,000,000 CAPITAL IMPROVEMENT
REVENUE AND REVENUE REFUNDING BONDS, SERIES 2011, IN
ONE OR MORE SERIES, PURSUANT TO ORDINANCE NO. 94-7,
FOR THE PURPOSE OF REFUNDING ALL OR A PORTION OF
THE CITY'S CAPITAL IMPROVEMENT REVENUE BONDS,
SERIES 1994 AND PAYING COSTS OF CERTAIN CAPITAL
IMPROVEMENTS OF THE CITY; PROVIDING THAT DETAILS,
TERMS AND OTHER MATTERS RELATING TO SERIES 2011
BONDS BE DETERMINED IN SUBSEQUENT RESOLUTIONS;
AUTHORIZING CITY MANAGER TO ACT AS REGISTRAR AND
PAYING AGENT; PROVIDING FOR INCORPORATION OF
RECITALS; PROVIDING FOR CONFLICT AND REPEALER;
PROVIDING FOR CODIFICATION AND SEVERABILITY;
PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the City of Opa-Locka, Florida (the "City"), pursuant to Ordinance No. 94-
7 enacted by the City Commission of the City of Opa-Locka, Florida (the "Commission") on
March 28, 1994 (the "Original Ordinance" and as amended by this ordinance, the "Master
Ordinance"), is authorized to issue Bonds, from time to time, to finance or refinance capital
improvements of the City; and
WHEREAS, capitalized terms used in this ordinance (the "2011 Ordinance") which are
not defined shall have the meanings assigned to such terms in the Original Ordinance unless
otherwise expressly provided or the context otherwise clearly requires; and
WHEREAS, the Original Ordinance initially authorizes the City to issue, from time to
time, Bonds in an aggregate principal amount not to exceed $10,000,000 for the purpose of
MIAMI/4262698.3
1st Reading: MARCH 23, 2011
2nd Reading: APRIL 27, 2011
Public Hearing: APRIL 27, 2011
Adopted: APRIL 27, 2011
Effective Date: APRIL 28, 2011
Sponsored by City Manager
ORDINANCE NO. 11-04
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF
OPA-LOCKA, FLORIDA AUTHORIZING THE ISSUANCE AND
SALE OF NOT TO EXCEED $8,000,000 CAPITAL IMPROVEMENT
REVENUE AND REVENUE REFUNDING BONDS, SERIES 2011, IN
ONE OR MORE SERIES, PURSUANT TO ORDINANCE NO. 94-7,
FOR THE PURPOSE OF REFUNDING ALL OR A PORTION OF
THE CITY'S CAPITAL IMPROVEMENT REVENUE BONDS,
SERIES 1994 AND PAYING COSTS OF CERTAIN CAPITAL
IMPROVEMENTS OF THE CITY; PROVIDING THAT DETAILS,
TERMS AND OTHER MATTERS RELATING TO SERIES 2011
BONDS BE DETERMINED IN SUBSEQUENT RESOLUTIONS;
AUTHORIZING CITY MANAGER TO ACT AS REGISTRAR AND
PAYING AGENT; PROVIDING FOR INCORPORATION OF
RECITALS; PROVIDING FOR CONFLICT AND REPEALER;
PROVIDING FOR CODIFICATION AND SEVERABILITY;
PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the City of Opa-Locka, Florida (the "City"), pursuant to Ordinance No. 94-
7 enacted by the City Commission of the City of Opa-Locka, Florida (the "Commission") on
March 28, 1994 (the "Original Ordinance" and as amended by this ordinance, the "Master
Ordinance"), is authorized to issue Bonds, from time to time, to finance or refinance capital
improvements of the City; and
WHEREAS, capitalized terms used in this ordinance (the "2011 Ordinance") which are
not defined shall have the meanings assigned to such terms in the Original Ordinance unless
otherwise expressly provided or the context otherwise clearly requires; and
WHEREAS, the Original Ordinance initially authorizes the City to issue, from time to
time, Bonds in an aggregate principal amount not to exceed $10,000,000 for the purpose of
MIAMI/4262698.3
paying costs of capital improvements of the City, all as may be specified or provided for in the
subsequent resolution relating to the issuance of each such series of Bonds; and
WHEREAS,on April 28, 1994, the City issued its Capital Improvement Revenue Bonds,
Series 1994 (the "Series 1994 Bonds") under the authorization of the Original Ordinance in the
aggregate principal amount of $8,000,000, of which $5,320,000 principal amount is currently
Outstanding; and
WHEREAS, the Commission desires to obtain a loan (the "Loan") for the purpose of
refunding all or a portion of the Series 1994 Bonds and paying costs of certain capital
improvements of the City described in Exhibit A hereto (collectively, the "Series 2011
Projects"); and
WHEREAS,the Commission has determined at this time that it is in the best interests of
the City and its residents to authorize the issuance of not to exceed $8,000,000 aggregate
principal amount of City of Opa-Locka, Florida Capital Improvement Revenue and Revenue
Refunding Bonds, Series 2011, in one or more Series, as additional parity Bonds under the
provisions of the Master Ordinance, for the purpose of evidencing the Loan; and
NOW, THEREFORE, THE CITY COMMISSION OF THE CITY OF OPA-
LOCKA, FLORIDA HEREBY ORDAINS, that:
SECTION 1. Recitals and Authority.
(a) Recitals. The recitals contained in the foregoing "WHEREAS" clauses are
incorporated as part of this 2011 Ordinance.
(b) Authority. This 2011 Ordinance is enacted pursuant to the Constitution and laws
of the State, including, Chapter 166, Florida Statutes, as amended (the"Act").
MIAMI/4262698.3
SECTION 2. Authorization to Issue Additional Parity Bonds. The Commission
authorizes the issuance of not to exceed$8,000,000 aggregate principal amount of City of
Opa-Locka, Florida Capital Improvement Revenue and Revenue Refunding Bonds,
Series 2011, in one or more Series, as additional parity Bonds pursuant to Sections 201(b)
and 304(h) of the Master Ordinance and the authority of the Act, for the purpose of
refunding all or a portion of the Series 1994 Bonds and/or paying costs of the Series 2011
Projects, all as may be specified or provided for in the subsequent resolution relating to
the issuance of the Series 2011 Bonds. The Series 2011 Bonds shall be issued to
evidence the Loan. Proceeds of the Series 2011 Bonds, including investment earnings
thereon, shall not be used to pay operational expenses of the City.
SECTION 3. Details, Terms and Other Matters Relating to Series 2011 Bonds. In
accordance with the Master Ordinance, all details, terms and other matters relating to
additional parity Bonds shall be determined in the manner specified in a subsequent
resolution relating to each Series of additional parity Bonds.
SECTION 4. Registrar and Paying Agent. Notwithstanding anything in the Original
Ordinance to the contrary, the City Manager of the City is authorized to act as Registrar
and Paying Agent with respect to the Series 2011 Bonds.
SECTION 5. Original Ordinance in Force. Except as supplemented by this 2011
Ordinance,the Original Ordinance and all terms and provisions of the Original Ordinance
are and shall remain in full force and effect.
SECTION 6. Further Acts. The officers and agents of the City are authorized and
directed to take all actions and do all things required of them by the Original Ordinance
and this 2011 Ordinance for the full, punctual and complete performance of all of the
MIAMI/4262698,3
terms, covenants, provisions and agreements contained in the Original Ordinance and this
2011 Ordinance.
SECTION 7. Headings Not Part of Qrdinance. Any headings preceding the Sections of
this 2011 Ordinance shall be solely for convenience of reference and shall not constitute a
part of this 2011 Ordinance,nor shall they affect its meaning, construction or effect.
SECTION 8. Conflict. All ordinances or Code provisions in conflict herewith are
hereby repealed.
SECTION 9. Codification, This Ordinance shall be codified in the Code of Ordinances
when the code is recodified.
SECTION 10. Severability. In case any one or more of the provisions of this 2011
Ordinance shall for any reason be held to be illegal or invalid, such illegality or invalidity
shall not affect the legality or enforceability of any other provision of this 2011
Ordinance.
SECTION 11. Effective Date. This 2011 Ordinance shall become effective in
accordance with law.
PASSED AND ADOPTED this:Y7 day of (4 ,2011.
/(0 //
'YRA TA LOR
MA■ •R
Attest to
Deborah lrb
City Clerk
MIAMI/4262698.3
• .. oved as t. fornmnd 1-�a1 su- cy:
//
eph S. Geller 1.•wry.
City Attorney
I
Moved by: TYDUS
Seconded by: JOHNSON
Commission Vote: 3-2
Commissioner Holmes: NO
Commissioner Miller: NO
Commissioner Tydus: YES
Vice-Mayor Johnson: YES
Mayor Taylor: YES
EXHIBIT A
SERIES 2011 PROJECTS
Wastewater Collection System
Environmental Cleanup
Public Utilities Fueling Facility Environmental Cleanup
Fleet Replacement Program
Pumping Station Renovations (Sewer)
Infiltration/Inflow Reduction Program
Road/Street Improvements
Pump Station Improvements
Stormwater Utility and Drainage Improvements
Roof Replacement
Additional Water Meter Sites
Canal Maintenance
Park and Recreation Improvements
Demolition of Abandoned Structures
Public Sewer Utilities Improvements
Water Distribution System Improvements
4784475 vI
MIAM1/4262698.3
2ND I SUNDAY,APRIL 3,2011 ND MiamiHerald.com I THE MIAMI HERALD
REACH US NEIGHBORHOOD NEWS
EDITORIAL
Suburban Editor •MIAMI Diana Kra11 and Harry •DORAL luminaria ceremony,food children in Chacraseca,
Joan Chrissos Connick Jr.,attended and music entertainment. Nicaragua,l0 a.m.to 9
JAZZ SERIES RELAY FOR LIFE
305-376-2635 FEATURES MDC's New World School APPROACHING To get involved,call p.m.Saturday at Miami-
jchrissosimMiamiHerald.com of the Arts while in high 305-779-2849,e-mail Do- Dade College Kendall
HOMEGROWN PIANIST
Editor school and has a master's The American Cancer ralRelay @gmail.com or go campus'Fred Shaw Plaza,
Tere Figueras Negrete Miami Dade College's degree in music from the Society's Relay for Life of to wwwRelayForLife.org/ 11011 SW 104th St.The
305-376-3556 Arts and Philosophy de- University of Miami.The Doral will take place from DoralFL. event is free and features
tfinueras:o MiamiHerald.com P Y Y P
Reporters partment will continue its performance takes place 2 p.m.Saturday to 9 a.m. • games,food and tradition-
series, Wolfson April J KENDALL
Miami Gardens:Nadege Charles, Jazz at WOl Son at the Miami Dade Col- A rt110 at C Bermudez MDC FESTIVAL WILL al dances from the Cen-
305-376-4566,ncharles:'Miami Presents,noon Wednes- lege Wolfson Campus Park,3000 NW 87th Ave. tral American country.
Herald.com;Hialeah/Miami Lakes: day,featuring jazz pianist auditorium,Room 1261, During the overnight HELP NICARAGUAN Donations will help the
Laura eaMla iheral .com:, Martin Berjerano.The 300 NE Second Ave.,in event,teams form to raise KIDS fund education of 34 Nic-
Iisenseea:MiamiHerald.com: I
additional reporters:Oaiana concert is free and open downtown Miami.For funds for the treatment Imagination Federation araguan children in the
Kucawca,954-538-7124, to the public. more information,contact and prevention of cancer Organization,a student rural area.For informa-
Hines 305-37 1-2022 ald.7 92,Bea Berjerano,who has Dr.Michael Di Liddo at and create community organization,will host a tion on the event visit
Hines 305-376-2022 ext.7192, J Y g
bhines•@MiamiHerald.com performed with the Gram- 305-237-3930. awareness.The event will Festival of Dreams to www.imagination
Youth Sports Editor my-winning Roy Haynes. include a candle-lighting raise money for school federation.org.
Jose Cassola
305-376-3712
jcassola gMiamiHeraid.corn
School News
schaalnewsg MiamiHeraidcom fi,ilnPDade:305.3A.2222
Ytilt i Rur,.ard:951-524 m'5
ar Tio u a ncr+ride r
OTHER CONTACTS �QI:S.�011i..
Advertising islullin a x i hcalli,unli3erah��
305-376-501 for YOU in
Calendar desk/listings
newscalendar:a MiamiHerald.com
.I 6`x .
■' '1
North NOTICE TO THE PUBLIC
N N RTH MIAMI M»'' CITY OF OPA-LOCKA, FLORIDA
F L O R I D A _Qie NOTICE IS HEREBY GIVEN that a public hearing will be held on Wednesday,April 13,2011 at 7:00
p.m.in the City Commission Chambers,777 Sharazad Boulevard,before the City Commission of
the City of Opa-locka to consider the following ordinance:
/. Full Cost Disclosure Report For Ili SECOND READING ORDINANCE/PUBLIC HEARING:
If Solid Waste Management AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA
AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $8,000,000 CAPITAL
Fiscal Year 2010 IMPROVEMENT REVENUE AND REVENUE REFUNDING BONDS,SERIES 2011,IN ONE OR
MORE SERIES,PURSUANT TO ORDINANCE NO.94-7,FOR THE PURPOSE OF REFUNDING
(October 1,2009-September 30,2010) ALL OR A PORTION OF THE CITY'S CAPITAL IMPROVEMENT REVENUE BONDS,SERIES
1994 AND PAYING COSTS OF CERTAIN CAPITAL IMPROVEMENTS OF THE CITY;PROVIDING
Pursuant to 62.708 Administrative Code and Chapter 409.7049 F.S. THAT DETAILS,TERMS AND OTHER MATTERS RELATING TO SERIES 2011 BONDS BE
DETERMINED IN SUBSEQUENT RESOLUTIONS;AUTHORIZING THE CITY MANAGER TO
ACT AS REGISTRAR AND PAYING AGENT;PROVIDING FOR INCORPORATION OF RECITALS;
RESIDENTIAL SERVICES PROVIDING FOR CONFLICT AND REPEALER; PROVIDING FOR CODIFICATION AND
SEVERABILITY;PROVIDING FOR AN EFFECTIVE DATE(first reading held on March 23,2011).
Sponsored by C.M.
Living Units Served Full Cost per Living Unit Additional information on the above item may be obtained in the Office of the City Clerk,
Collection 12,333 $332.55 780 Fisherman Street,4'"Floor,Opa-locka,Florida.All interested persons are encouraged to attend
this meeting and will be heard with respect to the public hearing.
Disposal 12,333 $121.08 PURSUANT TO FS 286.0105:Anyone who desires to appeal any decision made by any board,
Recycling 9,707 $ 42.20 agency,or commission with respect to any matter considered at such meeting or hearing will need
a record of the proceedings,and for that reason,may need to ensure that a verbatim record of the
$495.83 proceedings is made,which record includes the testimony and evidence upon which the appeal
may be based.
DEBORAH S.IRBY,CMC
CITY CLERK
ORDINANCE NO. 94-7
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-
LOCKA, FLORIDA AUTHORIZING THE ISSUANCE AND SALE IN ONE
OR MORE SERIES OF ITS CAPITAL IMPROVEMENT REVENUE
BONDS, SERIES 1994 IN THE AGGREGATE PRINCIPAL AMOUNT NOT
TO EXCEED$10,000,000 TO ADVANCE REFUND THE CITY'S CAPITAL
IMPROVEMENT REVENUE REFUNDING BONDS,SERIES 1991A OR TO
FINANCE CERTAIN CAPITAL IMPROVEMENTS OF THE CITY, OR
FOR BOTH SUCH PURPOSES,AND TO PAY THE COSTS OF ISSUANCE
INCLUDING THE PREMIUMS FOR A BOND INSURANCE POLICY AND
RESERVE ACCOUNT INSURANCE POLICY; AUTHORIZING THE
ISSUANCE OF ADDITIONAL BONDS UPON THE CONDITIONS SET
FORTH HEREIN AND THE ESTABLISHMENT OF THE TERMS AND
SALE THEREOF BY SUPPLEMENTAL RESOLUTION;PROVIDING FOR
THE RIGHTS AND SECURITY OF BONDS ISSUED PURSUANT TO THIS
ORDINANCE; PROVIDING CERTAIN DETAILS OF THE SERIES 1994
BONDS; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY
OFFICIAL STATEMENT; AUTHORIZING THE PURCHASE OF A BOND
INSURANCE POLICY AND DEBT SERVICE RESERVE SURETY BOND
FOR THE SERIES 1994 BONDS AND AUTHORIZING AGREEMENTS
RELATING THERETO; REPEALING ORDINANCE NO. 94-1 IN ITS
ENTIRETY AND RESCINDING RESOLUTION NO. 94-5447 IN ITS
ENTIRETY; PROVIDING FOR SEVERABILITY AND AN EFFECTIVE
DATE.
WHEREAS, pursuant to the Constitution and the laws of the State of Florida, in
particular Chapter 166, Florida Statutes, as amended from time to time(the "Act"), and pursuant
to Article VII of the Charter of the City of Opa-locka, as amended, the City of Opa-locka,
Florida(the "City") issued on October 2, 1985, $5,060,000 in aggregate principal amount of its
Capital Improvement Revenue Bonds, Series 1985 (the "Series 1985 Bonds"); and
WHEREAS, pursuant to the Act, the City of Opa-locka, Florida (the "City") issued on
April 1, 1991, $5,275,000 in aggregate principal amount of its Capital Improvement Revenue
Refunding Bonds, Series 1991A(the "Series 1991A Bonds"), of which$5,030,000 in aggregate
principal amount remain outstanding, in order to advance refund the Series 1985 Bonds and to
finance certain capital improvements to the City Hall of the City; and
WHEREAS, the City desires to advance refund the Series 1991A Bonds in order to
produce savings on the net present value of the debt service payable on the Series 1991A Bonds;
and
WHEREAS, the City desires to apply a portion of the proceeds of the Series 1994 Bonds
to the purchase of certain investments, the principal of which and the earnings on which will be
sufficient to pay when due, upon the maturity or earlier redemption thereof, all of the principal
• , •r- , ' .f�, .r • ` , i _ :: .'• • , .1
WHEREAS, the City has determined, and hereby confirms, that there is a need for the
expenditure of funds for one or more capital improvements listed in Exhibit A hereto; and
WHEREAS, the City has determined that it is necessary and advisable to issue one or
more series of revenue bonds and designated as Capital Improvement Revenue Bonds, Series
1994 (the "Series 1994 Bonds") for the purpose of (i) advance refunding the Series 1991A
Bonds; (ii)paying the costs of certain capital improvements of the City; (iii)providing a Reserve
Account Insurance Policy and Bond Insurance Policy for the Series 1994 Bonds; and (iv) paying
the costs of issuing the Series 1994 Bonds; and
WHEREAS, the City also desires to set forth the provisions pursuant to which it may
issue additional Bonds on a parity with the Series 1994 Bonds and to make provision for the
rights and security of the holders of the Bonds issued hereunder; and
WHEREAS, the various terms of the sale of Series 1994 Bonds shall be established by
subsequent proceedings of the City Commission of the City (the "Commission"); and
WHEREAS, the following Table of Contents is provided for convenience of reference
only and is not a substantive part of this Ordinance:
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS, AUTHORITY AND FINDINGS; -
ORDINANCE CONSTITUTES A CONTRACT
SECTION 101. DEFINITIONS 4
SECTION 102. AUTHORITY FOR THIS ORDINANCE AND THE BONDS 13
SECTION 103. FINDINGS 13
SECTION 104. ORDINANCE CONSTITUTES CONTRACT 14
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND
REGISTRATION OF BONDS; THE 1994 PROJECT
SECTION 201. AUTHORIZATION OF THE BONDS 15
SECTION 202. DESCRIPTION OF BONDS 15
SECTION 203. REDEMPTION PROVISIONS 16
SECTION 204. EXECUTION OF BONDS 17
SECTION 205. NEGOTIABILITY,REGISTRATION AND CANCELLATION 17
SECTION 206. BONDS MUTILATED, DESTROYED, STOLEN OR LOST 18
SECTION 207. PREPARATION OF DEFINITIVE BONDS; TEMPORARY BONDS 19
SECTION 208. FORM OF BONDS 19
SECTION 209. QUALIFICATION FOR THE DEPOSITORY TRUST COMPANY 19
-2-
•
EXIT B - RESERVE FUND SURETY GUIDELINES
The City may satisfy the requirement (the "Reserve Account Requirement") to deposit a
specified amount in the Debt Service Reserve Account (the "Reserve Fund") by the deposit of
a Reserve Account, Insurance Policy or Account Letter of Credit as set forth below. The
following requirements are incorporated in the Ordinance (the "Authorizing Document") in the
event the Reserve Account Requirement is fulfilled by a deposit of such a credit instrument
(other than such a credit instrument issued by the Series 1994 Bond Insurer) in lieu of cash:
1. A Reserve Account Insurance Policy issued to the Paying Agent (the "Fiduciary"), as
agent of the bondholders,by a company licensed to issue a Insurance Policy guaranteeing
the timely payment of debt service on the Bonds (a "municipal bond insurer") may be
credited to the Debt Service Reserve Account to meet the Reserve Account Requirement
if the claims paying ability of the issuer thereof shall be rated "AAA" or "Aaa" by S&P
or Moody's, respectively.
2. A Reserve Account Insurance Policy issued to the Fiduciary, as agent of the bondholders,
by an entity other than a municipal bond insurer may be credited to the Reserve Account
to meet the Reserve Account Requirement if the form and substance of such instrument
and the issuer thereof shall be approved by the Series 1994 Bond Insurer.
3. An unconditional irrevocable letter of credit issued to the Fiduciary, as agent of the
bondholders, by a bank may be credited to the Debt Service Reserve Account to meet
the Reserve Account Requirement if the issuer thereof is rated at least"AA" by S&P.
Such letter of credit shall be payable in one or more draws upon presentation by the
Paying Agent of a sight draft accompanied by its certificate that it then holds insufficient
funds to make a required payment of principal or interest on the bonds. The draws shall
be payable within two (2) days of presentation of the sight draft. The letter of credit
shall be for a term of not less than three (3)years. The issuer of the letter of credit shall
be required to notify the City and the Paying Agent, not later than 30 months prior to
the stated expiration date of the letter of credit, as to whether such expiration date shall
be extended, and if so, shall indicate the new expiration date.
If such notice indicates that the expiration date shall not be extended, the City shall
deposit in the Debt Service Reserve Account an amount sufficient to cause the cash or
Permitted Investments on deposit in the Debt Service Reserve Account together with any
other qualifying credit instruments, to equal the Debt Service Reserve Account
Requirement on all outstanding Bonds, such deposit to be paid in equal installments on
at least a semi-annual basis over the remaining term of such letter of credit, unless the
Debt Service Reserve Account credit instrument is replaced by a Debt Service Reserve
Account credit instrument meeting the requirements in any of 1-3 above. The letter of
credit shall permit a draw in full not less than two (2) weeks prior to the expiration or
termination of such letter of credit if the letter of credit has not been replaced or
renewed. The Paying Agent is hereby directed to draw upon the letter of credit prior to
B-i
Paying Agent or the Debt Service Reserve Account is fully funded in its required
amount.
4. The use of any Debt Service Reserve Account credit instrument pursuant to this
paragraph shall be subject to receipt of an opinion of counsel acceptable to the Series
1994 Bond Insurer and in form and substance satisfactory to the Series 1994 Bond
Insurer as to the due authorization, execution, delivery and enforceability of such
instrument in accordance with its terms, subject to applicable laws affecting creditors'
rights generally, and, in the event the issuer of such credit instrument is not a domestic
entity, an opinion of foreign counsel in form and substance satisfactory to the Series 1994
Bond Insurer. In addition, the use of an irrevocable letter of credit shall be subject to
receipt of an opinion of counsel acceptable to Financial Guaranty and in form and
substance satisfactory to Financial Guaranty to the effect that payments under such letter
of credit would not constitute avoidable preferences under Section 547 of the U.S.
Bankruptcy Code or similar state laws with avoidable preference provisions in the event
of the filing of a petition for relief under the U.S. Bankruptcy Code or similar state laws
by or against the issuer of the bonds (or any other account party under the letter of
credit).
5. The obligation to reimburse the issuer of a Debt Service Reserve Account credit
instrument for any fees, expenses, claims or draws upon such Debt Service Reserve
Account credit instrument shall be subordinate to the payment of debt service on the
bonds. The right of the issuer of a Debt Service Reserve Account credit instrument to
payment or reimbursement of its fees and expenses shall be subordinated to cash
replenishment of the Debt Service Reserve Account, and, subject to the second
succeeding sentence, its right to reimbursement for claims or draws shall be on a parity
with the cash replenishment of the Debt Service Reserve Account. The Debt Service
Reserve Account credit instrument shall provide for a revolving feature under which the
amount available thereunder will be reinstated to the extent of any reimbursement of
draws or claims paid. If the revolving feature is suspended or terminated for any reason,
the right of the issuer of the Debt Service Reserve Account credit instrument to
reimbursement will be further subordinated to cash replenishment of the Debt Service
Reserve Account to an amount equal to the difference between the full original amount
available under the Debt Service Reserve Account credit instrument and the amount then
available for further draws or claims. If (a) the issuer of a Debt Service Reserve
Account credit instrument becomes insolvent or (b)the issuer of a Debt Service Reserve
Account credit instrument defaults in its payment obligations thereunder or(c)the claims-
paying ability of the issuer of the insurance policy or surety bond falls below a S&P
"AAA" or a Moody's "Aaa" or (d) the rating of the issuer of the letter of credit falls
below a S&P "AA", the obligation to reimburse the issuer of the Debt Service Reserve
Account credit instrument shall be subordinate to the cash replenishment of the Debt
Service Reserve Account.
6. If (a) the revolving reinstatement feature described in the preceding paragraph is
suspended or terminated or(b) the rating of the claims paying ability of the issuer of the
surety bond or insurance .•lic falls below a S&P "AAA" or a Moody's "Aaa" or (c)
the rating of the issuer of the letter of credit falls below a S&P "AA", the City shall
B-2
either (i) deposit into the Debt Service Reserve Account an amount sufficient to cause
the cash or permitted investments on deposits in the Debt Service Reserve Account to
equal the Debt Service Reserve Account Requirement on all outstanding Bonds, such
amount to be paid over the ensuing five(5) years in equal installments deposited at least
semi-annually or (ii) replace such instrument with a surety bond, insurance policy or
letter of credit meeting the requirements in any of 1-3 above within six months of such
occurrence. In the event (a) the rating of the claims-paying ability of the issuer of the
surety bond or insurance policy falls below "A" or (b) the rating of the issuer of the
letter of credit falls below "A" or (c) the issuer of the Debt Service Reserve Account
credit instrument defaults in its payment obligations or (d) the issuer of the Debt Service
Reserve Account credit instrument becomes insolvent, the City shall either (i) deposit
into the Debt Service Reserve Account an amount sufficient to cause the cash or
permitted investments on deposit in the Debt Service Reserve Account to equal to Debt
Service Reserve Account Requirement on all outstanding Bonds, such amount to be paid
over the ensuing year in equal installments on at least a monthly basis or(ii)replace such
instrument with a surety bond, insurance policy or letter of credit meeting the
requirements in any of 1-3 above within six (6) months of such occurrence.
7. Where applicable, the amount available for draws or claims under the Debt Service
Reserve Account credit instrument may be reduced by the amount of cash or permitted
investments deposited in the Debt Service Reserve Account pursuant to clause (i) of the
preceding subparagraph 6.
8. If the City chooses the above described alternatives to a cash-funded Debt Service
Reserve Account, any amounts owed by the City to the issuer of such credit instrument
as a result of a draw thereof or a claim thereunder, as appropriate, shall be included in
any calculation of debt service requirements required to be made pursuant to the
Ordinance for any purpose, e.g., rate covenant or additional bonds test.
9. The Paying Agent is hereby required to ascertain the necessity for a claim or draw upon
the Debt Service Reserve Account credit instrument and to provide notice to the issuer
of the Debt Service Reserve Account credit instrument in accordance with its terms not
later than three days (or such longer period as may be necessary depending on the
permitted time period for honoring a draw under the Debt Service Reserve Account
credit instrument) prior to each interest payment date.
10. Cash on deposit in the Debt Service Reserve Account shall be used (or investments
purchased with such cash shall be liquidated and the proceeds applied as required) prior
to any drawing on any Debt Service Reserve Account credit instrument. If and to the
extent that more than one Debt Service Reserve Account credit instrument is held for the
credit of in the Debt Service Reserve Account, drawings thereunder and repayments of
costs associated therewith shall be made on a pro rata basis, calculated by reference to
the maximum amounts available thereunder.
B-3
ARTICLE III
COVENANTS, FUNDS AND APPLICATION THEREOF
SECTION 301. BONDS ARE LIMITED AND SPECIAL OBLIGATIONS OF THE CITY 21
SECTION 302. BONDS SECURED BY PLEDGE OF PLEDGED FUNDS 21
SECTION 303. APPLICATION OF BOND PROCEEDS Z1
SECTION 304. COVENANTS OF THE CITY 23
ARTICLE IV
CONCERNING THE FIDUCIARIES
SECTION 401. FIDUCIARIES; APPOINTMENT AND ACCEPTANCE OF DUTIES 40
SECTION 402. RESPONSIBILITIES OF FIDUCIARIES 40
SECTION 403. EVIDENCE ON WHICH FIDUCIARIES MAY ACT 41
SECTION 404. COMPENSATION 41
SECTION 405. CERTAIN PERMITTED ACTS 41
SECTION 406. MERGER OR CONSOLIDATION 42
SECTION 407. AUTHENTICATION 42
SECTION 408. RESIGNATION OR REMOVAL OF PAYING AGENT AND APPOINTMENT OF
SUCCESSOR 42
SECTION 409. VACANCY 42
ARTICLE V
EXECUTION OF INSTRUMENTS BY BONDHOLDERS
AND PROOF OF OWNERSHIP OF BONDS
SECTION 501. PROOF OF EXECUTION OF DOCUMENTS AND OWNERSHIP 44
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 601. MODIFICATION OR AMENDMENT 46
SECTION 602. PROVISION OF INFORMATION TO SERIES 1994 BOND INSURER. 49
SECTION 603. SALE OF BONDS 49
SECTION 604. DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENT AUTHORIZED 49
SECTION 605. CAPITAL APPRECIATION BONDS;CAPITAL APPRECIATION AND INCOME
BONDS 50
SECTION 606. UNCLAIMED MONEY 50
SECTION 607. REPEALING CLAUSE 50
SECTION 608. SEVERABILITY. 50
SECTION 609. TIME OF TAKING EFFECT 51
EXHIBIT A -SERIES 1994 PROJECT A-i
EXHIBIT B -RESERVE FUND SURETY GUIDELINES B-1
[END OF TABLE OF CONTENTS]
NOW THEREFORE, THE COMMISSION OF THE CITY OF OPA-LOCKA, FLORIDA HEREBY
ORDAINS:
-3-
ARTICLE I
DEFINITIONS, AUTHORITY AND FINDINGS;
ORDINANCE CONSTITUTES A CONTRACT
SECTION 101. DEFINITIONS. As used in this Ordinance, the following terms shall
have the following meanings:
"Accreted Value" shall mean as to any Capital Appreciation Bond, the original principal
amount thereof plus interest accrued thereon which shall be calculated as of any determination
date on the basis of a 360-day year consisting of twelve 30-day months compounded semi-
annually on each interest compounding date commencing on the interest compounding date next
succeeding the dated date of such Capital Appreciation Bonds to the date of maturity or of
redemption prior to maturity of such Capital Appreciation Bonds or the date of determination.
The Accreted Value with respect to any date other than an interest compounding date is the
Accreted Value on the next preceding interest compounding date (or the dated date of such
Capital Appreciation Bond for the period between such dated date and the initial interest
compounding date for such Bond plus the percentage of the Accreted Value on the next
succeeding interest compounding date derived by dividing the number of days from the next
preceding interest compounding date (or the dated date of such Capital Appreciation Bond for
the period between such dated date and the initial interest compounding date) for such Bond to
the date of determination by the total number of days from the next succeeding interest
compounding date (or the dated date of such Capital Appreciation Bond for the period between
such dated date and the initial interest compounding date) for such Bond to the next succeeding
interest compounding date.
"Act" shall have the meaning ascribed to it in the recitals to this Ordinance.
"Amortization Requirements" shall mean such moneys required to be deposited in the
Bond Redemption Account for the purpose of the mandatory redemption or payment at maturity
of any Term Bonds, the specific amounts and times of such deposits to be determined by
subsequent proceedings of the Commission.
"Annual Debt Service Requirement" for any Fiscal Year, as applied to the Bonds, shall
mean the respective amounts which are needed to provide:
(a) for paying the interest on all Bonds of such Series then Outstanding which
is payable on each Interest Payment Date in such Fiscal Year,
(b) for paying the principal of all Serial Bonds then Outstanding which is
payable upon the maturity of such Serial Bonds in such Fiscal Year, and
(c) for paying the Amortization Requirements, if any, payable in such Fiscal
Year with respect to Term Bonds then Outstanding.
-4-
For the purposes of computing (a), (b) and (c) above, any principal, interest or Amortization
Requirements due on October 1 in a Fiscal Year shall be deemed due in the preceding Fiscal
Year.
The following rules shall apply in determining the amount of the Annual Debt Service
Requirement for any period:
(a) In the case of Capital Appreciation Bonds, the principal and interest
portions of the Accreted Value of Capital Appreciation Bonds becoming due at maturity or by
virtue of an amortization requirement shall be treated as principal in the Fiscal Year in which
Accreted Value is due and payable;
(b) In the case of Capital Appreciation and Income Bonds, the principal and
interest portions of the Accreted Value of Capital Appreciation and Income Bonds shall be treated
as principal in the Fiscal Year in which Accreted Value is due and payable;
(c) If all or a portion of the principal of or interest on any Bonds is payable
from funds irrevocably set aside or deposited for such purpose, together with projected earnings
thereon to the extent such earnings are projected to be from Permitted Investments, such
principal or interest shall not be included in determining Annual Debt Service Requirements.
"Appreciated Value" shall mean (i) as of any date of computation with respect to any
Capital Appreciation and Income Bond up to the Interest Commencement Date the Appreciated
Value shall be calculated in the same manner as Accreted Value as of such computation date and
(ii)as of any date of computation on and after the Interest Commencement Date, the Appreciated
Value shall equal the Accreted Value on the Interest Commencement Date.
"Bond Counsel" means nationally recognized bond counsel.
"Bondholder", "Holder", "Holder of Bonds" or"Owner" or any similar terms, shall mean
any persons, who shall be the registered owner of any Outstanding Bond or Bonds.
"Bonds" shall mean the Series 1994 Bonds authorized to be issued pursuant to this
Ordinance, together with any additional parity Bonds hereafter issued pursuant to this Ordinance.
"Bond Redemption Account" shall mean the Bonds Redemption Account of the Sinking
Fund established pursuant to Section 304(d) hereof.
"Capital Appreciation Bond" shall mean any Bond issued under this Ordinance as to
which interest is compounded periodically on each of the periodic interest compounding dates
designated for the compounding of interest and payable in an amount equal to the then current
Accreted Value only at the maturity, earlier redemption or other payment date therefor, all as
so designated by subsequent proceedings of the Commission relating to the issuance thereof, and
which may be either a Serial Bond or a Term Bond.
"Capital Appreciation and Income Bond" shall mean any Bond issued under this
Ordinance as to which (i) accruing interest is not paid prior to the Interest Commencement Date
-5-
for such Bond (except upon redemption or acceleration of such Bond prior to the interest
Commencement Date), but is compounded periodically on each of then periodic interest
computation dates prior to the Interest Commencement Date for such Series of Capital
Appreciation and Income Bond and (ii) after the Interest Commencement Date interest will be
paid periodically based on the Appreciated Value of such Capital Appreciation and Income Bond
on its Interest Commencement Date, all as so designated by subsequent proceedings of the
Commission relating to the issuance thereof and which may be either a Serial Bond or a Term
Bond.
"Capital Improvement Fund" shall mean a fund created pursuant to and described in
Section 304(c) hereof.
"City" shall mean the City of Opa-locka, Florida, or any successor thereto.
"City Clerk" shall mean the Clerk of the City or the officer succeeding to his or her
principal functions.
"City Manager" shall mean the City Manager of the City or his or her designee or the
officer succeeding to his or her principal functions.
"Code" shall mean the Internal Revenue Code of 1986, as amended from time to time,
and the regulations promulgated thereunder and applicable regulations promulgated under the
Internal Revenue Code of 1954, as amended.
"Commission" shall mean the Commission of the City.
"County" shall mean Dade County, Florida.
"Credit Facility" shall mean any irrevocable letter of credit, policy of municipal bond
insurance, guaranty, surety bond, purchase agreement, credit agreement or similar facility in
which the entity providing such facility irrevocably agrees to provide funds to make payment of
the principal, of premium, if any, and interest on any of the Bonds, other than a Reserve
Account Insurance Policy or a Reserve Account Letter of Credit.
"Credit Facility Provider" shall mean the issuer of a Credit Facility.
"Debt Service Reserve Account" shall mean the Debt Service Reserve Account of the
Sinking Fund created pursuant to Section 304(d) hereof.
"Defeasance Obligations" shall mean, to the extent permitted by law and to the extent not
limited by agreement between the City and the issuer of any Credit Facility, direct non-callable
obligations of the United States of America and securities fully and unconditionally guaranteed
as to the timely payment of principal and interest by the United States of America, to which
direct obligation or guarantee the full faith and credit of the United States of America has been
pledged, Refcorp interest strips, CATS, TIGRS, STRPS, or defeased municipal bonds rated
AAA by S&P or Aaa by Moody's (or any combination thereof).
-6-
"Escrow Agent" shall mean any bank or trust company or any successor bank or trust
company appointed by the City to act as Escrow Agent under the particular Escrow Agreement.
"Escrow Agreement" shall mean as to the Series 1991A Bonds the Escrow Deposit
Agreement between the City and the Escrow Agent pursuant to which the City will escrow a
portion of the proceeds of the Series 1994 Bonds in order to refund the Series 1991A Bonds
presently outstanding and, as to any Bonds issued hereunder which are being defeased shall mean
the Escrow Deposit Agreement relating thereto.
"Escrow Fund" shall mean as to the Series 1991A Bonds the escrow fund established and
maintained pursuant to the Escrow Agreement for the Series 1991A Bonds and as to any other
defeased Bonds the escrow fund established for such defeased Bonds.
"Fiduciaries" shall mean the Paying Agent, the Registrar and any trustee appointed and
acting under this Ordinance.
"Fiscal Year" shall mean that period commencing on October 1, and continuing to and
including the next succeeding September 30, or such other annual period as may be prescribed
by law or by the City in accordance with law.
"Guaranteed Entitlement Revenues" shall mean the moneys received by the City each year
from the State Revenue Sharing Trust Fund for Municipalities pursuant to Chapter 218, Part II,
Florida Statutes, or any successor statutory provisions to the extent of the City's "guaranteed
entitlement", as such term is defined in Section 218.21(6)(b), Florida Statutes.
"Insurance Policy" shall mean the policy of municipal bond insurance issued by an Insurer
pursuant to which the Insurer guarantees payment when due of the principal of and interest on
any one or more particular Series of Bonds.
"Insurer" shall mean with,respect to the Series 1994 Bonds, the Series 1994 Bond Insurer
and as to any other one or more particular Series of Bonds, the entity undertaking to insure such
Bonds through the issuance of an Insurance Policy.
"Interest Account" shall mean the Interest Account of the Sinking Fund established
pursuant to Section 304(d) hereof.
"Interest Commencement Date" shall mean, with respect to any particular Capital
Appreciation and Income Bond, the date (specified in the resolution providing for the issuance
of such Bond, which date must be prior to the maturity date for such Bond) prior to which
interest shall not be paid annually, but shall be accrued and compounded in calculating its
Appreciated Value and from and after which interest accruing on the Appreciated Value of such
Bond shall be payable semi-annually or otherwise on a periodic basis prior to maturity, with the
first such payment date being the first Interest Payment Date succeeding such Interest
Commencement Date.
-7-
"Interest Payment Date" shall mean for each Bond each date on which interest on such
Bond is scheduled to be payable, as set forth in the proceedings of the City providing for the
issuance of such Bond.
"Mayor" shall mean the Mayor of the City or in the absence or disability of the Mayor
of the City, the Vice Mayor of the City or other official succeeding to the principal functions of
the Mayor or authorized to perform such functions in their absence or disability of the Mayor
and Vice Mayor.
"Maximum Annual Debt Service" shall mean, at any time and with respect to all of the
Bonds or any particular Series of the Bonds (as appropriate), the greatest Annual Debt Service
Requirement for the balance of the then current Fiscal Year or any succeeding Fiscal Year.
"1985 Project" shall mean the capital improvements financed with the proceeds of the
Series 1985 Bonds.
"1994 Project" shall mean one or more of the capital improvements listed in Exhibit A
hereto, and such other municipal capital improvement acquired with proceeds of the Series 1994
Bonds and investment monies therefrom pursuant to Section 303(c) of this Ordinance.
"Ordinance" shall mean this Ordinance as the same may from time to time be amended
and supplemented in accordance with the terms hereof.
"Outstanding" when used with reference to the Bonds, shall mean all Bonds or particular
Bonds as the context may require, as of any date of determination, all Bonds or particular Bonds
theretofore authenticated and delivered except;
(i) Bonds theretofore canceled by the Registrar or delivered to the Registrar
for cancellation;
(ii) Bonds which are deemed paid and no longer Outstanding as provided
herein;
(iii) Bonds in lieu of which other Bonds have been issued pursuant to the
provisions hereof relating to Bonds destroyed, stolen or lost, unless evidence satisfactory to the
Registrar has been received that any such Bond is held by a bona fide purchaser; and
(iv) For purposes of any consent or other action to be taken hereunder by the
Holders of a specified percentage of principal amount of all Bonds or particular Bonds as the
context may require, Bonds held by or for the account of the City.
"Paying Agent" shall mean any bank or trust company or any successor bank or trust
company appointed by the City to act as Paying Agent hereunder.
"Permitted Investments" shall mean, to the extent permitted by law and to the extent not
limited by any agreement between the City and the issuer of any Credit Facility:
-8-
(1) Direct obligations of the United States of America and securities fully and
unconditionally guaranteed as to the timely payment of principal and interest by
the United States of America, provided, that the full faith and credit of the United
States of America must be pledged to any such direct obligation or guarantee
("Direct Obligations");
(2) Direct obligations and fully guaranteed certificates of beneficial interest of the
Export-Import Bank of the United States; consolidated debt obligations and letter
of credit-backed issues of the Federal Home Loan Banks;participation certificates
and senior debt obligations of the Federal Home Loan Mortgage Corporation
("FHLMCs"); debentures of the Federal Housing Administration; mortgage-
backed securities (except stripped mortgage securities which are valued greater
than par on the portion of unpaid principal) and senior debt obligations of the
Federal National Mortgage Association ("FNMAs"); participation certificates of
the General Services Administration; guaranteed mortgage-backed securities and
guaranteed participation certificates of the Government National Mortgage
Association("GNMAs");guaranteed participation certificates and guaranteed pool
certificates of the Small Business Admini-17.ation; debt obligations and letter of
credit-backed issues of the Student Loan Marketing Association; local authority
bonds of the U.S. Department of Housing & Urban Development; guaranteed
Title XI financings of the U.S. Maritime Administration;guaranteed transit bonds
of the Washington Metropolitan Area Transit Authority; Resolution Funding
Corporation securities.
(3) Direct obligations of any state of the United States of America or any subdivision
or agency thereof whose unsecured, uninsured and unguaranteed general
obligation debt is rated, at the time of purchase, "A" or better by Moody's
Investors Service and "A" or better by Standard & Poor's Corporation, or any
obligation fully and unconditionally guaranteed by any state, subdivision or
agency whose unsecured, uninsured and unguaranteed general obligation debt is
rated, at the time of purchase, "A" or better by Moody's Investors Service and
"A" or better by Standard & Poor's Corporation;
(4) Commercial paper (having original maturities of not more than 270 days) rated,
at the time of purchase, "P-1" by Moody's Investors Service and "A-1" or better
by Standard & Poor's Corporation;
(5) Federal Funds, unsecured certificates of deposit, time deposits or bankers
acceptances (in each case having maturities of not more than 365 days) of any
domestic bank including a branch office of a foreign bank which branch office is
located in the United States, provided legal opinions are received to the effect that
full and timely payment of such deposit or similar obligation is enforceable against
the principal office or any branch of such bank, which, at the time of purchase,
has a short-term "Bank Deposit" rating of"P-1" by Moody's and a "Short-Term
CD" rating of "A-1" or better by S&P.
-9-
(6) Deposits of any bank or savings and loan association which has combined capital,
surplus and undivided profits of not less than $3 million, provided such deposits
are continuously and fully insured by the Bank Insurance Fund or the Savings
Association Insurance Fund of the Federal Deposit Insurance Corporation;
(7) Investments in money-market funds rated "AAAm" or "AAAm-G" by Standard
& Poor's Corporation;
(8) Repurchase agreements collateralized by Direct Obligations, GNMAs, FNMAs or
FHLMCs with any registered broker/dealer subject to the Securities Investors'
Protection Corporation jurisdiction or any commercial bank insured by the FDIC,
if such broker/dealer or bank has an uninsured, unsecured and unguaranteed
obligation rated "P-1" or"A3" or better by Moody's Investors Service, and "A-1"
or "A-" or better by Standard & Poor's Corporation, provided:
(a) a master repurchase agreement or specific written repurchase agreement
governs the transaction; and
(b) the securities are held free and clear of any lien by the Paying Agent or
an independent third party acting solely as agent ("Agent") for the Paying
Agent, and such third party is (i) a Federal Reserve Bank, (ii) a bank
which is a member of the Federal Deposit Insurance Corporation and
which has combined capital, surplus and undivided profits of not less than
$50 million or (iii) a bank approved in writing for such purpose by all
Credit Facility Providers, and the City and the Paying Agent shall have
received written confirmation from such third party that it holds such
securities, free and clear of any lien, as agent for the City and the Paying
Agent; and
(c) a perfected first security interest under the Uniform Commercial Code, or
book entry procedures prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R.
350.0 et seq. in such securities is created for the benefit of the City and
the Paying Agent; and
(d) the repurchase agreement has a term of 180 days or less, and the City and
the Paying Agent will value the collateral securities no less frequently than
weekly and will liquidate the collateral securities if any deficiency in the
required collateral percentage is not restored within two business days of
such valuation; and
(e) the fair market value of the securities in relation to the amount of the
repurchase obligation, including principal and interest, is equal to at least
103%.
(9) Investment agreements, the issuer, form and substance of which are specifically
approved by all Credit Facility Providers.
-10-
"Pledged Funds" shall mean, collectively, (i) the Guaranteed Entitlement Revenues and
the Sales Tax Revenues, except for such portion thereof hereafter released from the pledge of
this Ordinance pursuant to Section 302 hereof, and, (ii) except for moneys, securities and
instruments in the Rebate Fund, all moneys, securities and instruments held in the Funds and
Accounts created and established by this Ordinance.
"Principal Account" shall mean the Principal Account of the Sinking Fund established
pursuant to Section 304(d) hereof.
"Principal Payment Date" shall mean for each Bond each date on which principal of such
Bond is scheduled to be payable, as set forth in the proceedings of the City providing for the
issuance of such Bond.
"Project Account" shall, as to any issue of Bonds, mean the Project Account of the
Project Fund established for such issue pursuant to Section 303 hereof.
"Project Fund" shall mean a special fund created pursuant to and described in Section 303
hereof.
"Purchasers" shall mean as to any Series of Bonds, the initial purchaser or purchasers of
such Series of Bonds as provided in the resolution of the City providing for the sale of such
Series of Bonds.
"Registrar" shall mean the bank or trust company appointed by the City, located within
or without the State of Florida, which shall maintain the registration books of the City and be
responsible for the transfer and exchange of the Bonds, and which shall also be the Paying Agent
for the Bonds.
"Reserve Account" shall mean the Debt Service Reserve Account created pursuant to and
described in Section 304(d) hereof.
"Reserve Account Credit Facility" shall mean and include any Reserve Account Letter
of Credit or Reserve Account Insurance Policy.
"Reserve Account Insurance Policy" shall mean an insurance policy or surety bond or
other financial guaranty, if any, issued to the Paying Agent in lieu of or in partial substitution
for cash or securities on deposit in the Debt Service Reserve Account. The issuer providing such
insurance, surety bond or financial guaranty shall be a municipal bond insurer rated, at the time
of the deposit thereof in the Debt Service Reserve Account, in any of the three highest rating
categories of either Moody's Investors Service, Inc. or any successors thereof or Standard &
Poor's Corporation or any successors thereof; provided that so long as any Bonds insured by the
Series 1994 Bond Insurer are outstanding, the same shall also meet the requirements set forth in
Exhibit B hereto.
"Reserve Account Letter of Credit" shall mean any irrevocable, transferable letter of
credit deposited in the Debt Service Resenre Account in lieu of or in partial substitution for cash
or securities on deposit therein. The issuer providing such letter of credit shall be a national
-11-
banking association, bank or trust company or branch thereof or a United States branch of a
foreign bank rated, at the time of deposit into the Debt Service Reserve Account, in any of the
three highest rating categories of either Moody's Investors Service, Inc. or any successors thereof
or Standard &Poor's Corporation or any successors thereof; provided that so long as any Bonds
insured by the Series 1994 Bond Insurer are outstanding, the same shall also meet the
requirements set forth in Exhibit B hereto.
"Reserve Account Requirement" means the lesser of(i) Maximum Annual Debt Service
on all Outstanding Bonds or (ii) the sum of the Reserve Account Deposits for all issues (within
the meaning of the Code)of Bonds, any portion of which are outstanding on the date as of which
the Reserve Account Requirement is calculated. The Reserve Account Deposit which is required
upon the issuance of any "issue" (as defined in the Code) of Bonds shall be the least of:
(i) 10% of the proceeds (within the meaning of the Code) of such issue;
(ii) 125% of average annual debt service on Bonds of such issue;
(iii) the Maximum Annual Debt Service on Bonds of such issue; or
(iv) the amount needed to be deposited in the Debt Service Reserve Account to cause
the balance therein, immediately after the issuance of such Bonds (and the retirement or
defeasance of any Bonds retired or defeased on the issuance date of such issue), to cause the
balance in the Debt Service Reserve Account to equal the Maximum Annual Debt Service on all
Bonds which are outstanding on such issuance date.
"Sales Tax Revenues" shall mean the proceeds of the local government half-cent sales tax
as defined, and described in, and distributed to the City under Part VI, Chapter 218, Florida
Statutes, or any successor statutory provisions.
"Sale Proceeds" shall mean any amounts actually or constructively received from the sale
of Bonds, including amounts used to pay underwriters' discount and accrued interest other than
pre-issuance accrued interest.
"Serial Bond" shall mean any Bond which is not a Term Bond.
"Series" shall mean all of the Bonds authenticated and delivered on original issuance and
pursuant to this Ordinance or supplemental ordinance or resolution relating to such Bonds
designated as a separate Series of Bonds, or any Bonds thereafter authenticated and delivered in
lieu of or in substitution for such Bonds pursuant to Article II hereof, regardless of variations
in maturity, interest rate or other provisions.
"Series 1994 Bonds" shall mean the Series 1994 Bonds authorized to be issued under
Section 201(a) of this Ordinance in the aggregate principal amount not to exceed $10,000,000.
"Series 1994 Bond Insurance Policy" shall mean the municipal bond new issue insurance
policy issued by the Series 1994 Bond Insurer that guarantees payment of the principal of and
interest on the Series 1994 Bonds.
-12-
"Series 1994 Bond Insurer" shall mean Financial Guaranty Insurance Company, a New
York stock insurance company or successor thereto
"Series 1994 Reserve Account Insurance Policy" shall mean the Reserve Account
Insurance Policy issued by the Series 1994 Bond Insurer upon the issuance of the Series 1994
Bonds.
"Sinking Fund" shall mean the fund created pursuant to and described in Section 304(d)
hereof.
"State" shall mean the State of Florida.
"Term Bond" shall mean the Bonds of any Series and maturity which shall be stated to
mature on one date and for the amortization of which payments are required to be made into the
Bond Redemption Account in the Sinking Fund.
"Variable Rate Bonds" shall mean Bonds, which may be either Serial Bonds or Term
Bonds, issued with a variable, adjustable, convertible or other similar rate which is not fixed in
percentage for the entire term thereof at the date of issue.
Words importing singular number shall include the plural number in each case and vice
versa, and words importing persons shall include firms and corporations. Words defined in
Section 101 hereof that appear in this Ordinance in lower case form shall have the meanings
ascribed to them in the definitions in Section 101 unless the context shall otherwise indicate. The
words "Bond", "Owner", "Holder" and "person" shall include the plural as well as the singular
number unless the context shall otherwise indicate. The word "person" shall include corporations
and associations, including public bodies, as well as natural persons, unless the context shall
otherwise indicate. The word "Bond" or "Bonds" and the words "revenue bond" or "revenue
bonds" shall mean any Bond or Bonds or all of the Bonds, as the case may be, issued under the
provisions of this Ordinance. The word "Ordinance" shall include this Ordinance and each
ordinance supplemental hereto. Unless the context otherwise requires, references in this
Ordinance to section numbers shall refer to sections of this Ordinance.
SECTION 102. AUTHORITY FOR THIS ORDINANCE AND THE BONDS. This
Ordinance is adopted pursuant to the provisions of the Act. The Bonds authorized herein are
authorized by and are to be issued pursuant to this "home rule" ordinance under the authority of
the Act, in lieu of being issued under alternative provisions for the issuance of bonds contained
in the City Charter.
SECTION 103. FINDINGS. It is hereby ascertained, determined and declared:
(a) Under Section 336.025, Florida Statutes, the City is entitled to receive the
Guaranteed Entitlement Revenues and under Chapter 218, Part IV, Florida Statutes, the
City is entitled to receive the Sales Tax Revenues.
(b) The principal of and interest on the Bonds and all required sinking fund,
reserve and other payments shall be payable by the City solely from the Pledged Funds.
-13-
Neither the City, the County, or the State of Florida nor any political subdivision thereof
or governmental authority or body therein shall ever be required to levy ad valorem taxes
to pay the principal of or interest on the Bonds or to make any of the sinking fund,
reserve or other payments required by this Ordinance or the Bonds, and the Bonds shall
not constitute a lien upon any property owned by or situated within the corporate territory
of the City, except as provided herein with respect to the Pledged Funds.
(c) The estimated Pledged Funds will be sufficient to pay all principal of and
interest on the Bonds to be issued hereunder, as the same become due, and to make all
sinking fund, reserve or other payments required by this Ordinance.
SECTION 104. ORDINANCE CONSTITUTES CONTRACT. In consideration of
the acceptance of the Bonds authorized to be issued hereunder by those who shall own the same
from time to time, this Ordinance shall be deemed to be and shall constitute a contract between
the City and such Bondholders, and the covenants and agreements herein set forth to be
performed by the City shall be for the equal benefit, protection and security of the owners of any
and all of such Bonds, all of which shall be of equal rank and without preference, priority, or
distinction of any of the Bonds over any other thereof except as expressly provided therein and
herein.
[END OF ARTICLE I]
-14-
ARTICLE II
AUTHORIZATION, TERMS, EXECUTION AND
REGISTRATION OF BONDS; THE 1994 PROJECT
SECTION 201. AUTHORIZATION OF THE BONDS.
(a) Series 1994 Bonds. Subject and pursuant to the provisions of this Ordinance,
Bonds of the City to be known as Capital Improvement Revenue Refunding Bonds in one or
more Series are hereby authorized to be issued in an aggregate principal amount not to exceed
Ten Million Dollars ($10,000,000) for the purpose of providing funds to advance refund the
Series 1991A Bonds or for the purpose of providing funds to pay the costs of the 1994 Project,
or for both such purposes, and to pay certain costs of issuance of the Series 1994 Bonds
including costs of any Reserve Account Insurance Policy and any Credit Facility for the Series
1994 Bonds. The Series 1994 Bonds may be issued all at one time or from time to time and may
be dated, numbered, and designated all as shall be determined by subsequent resolution of the
City.
(b) Additional Bonds. The City is authorized to issue one or more Series of additional
parity Bonds by subsequent resolution upon the conditions set forth in Section 304(h) hereof.
(c) Terms of the Bonds. Subject to the limitations contained herein, the Bonds of each
issue or Series shall be issued in such aggregate amount, shall be dated, shall mature on such
dates and in such amounts, shall be in the form of Serial Bonds or Term Bonds or a combination
thereof, shall have such Interest Payment Dates or interest compounding dates, shall bear interest
at such rates, shall have such Amortization Requirements, shall be subject to redemption at such
times, at such prices and pursuant to such notice provisions and shall be in such form (which
shall include a Certificate of Authentication), as shall be determined by subsequent resolution of
the City.
SECTION 202. DESCRIPTION OF BONDS. Unless otherwise specified by the City
by subsequent resolution, any Bonds issued pursuant to this Ordinance shall be issued in fully
registered form and, if the Registrar issues notice of the availability of exchanging registered
Bonds for coupon Bonds, in coupon form. If the Registrar receives an opinion of counsel of
recognized standing in the field of law relating to municipal bonds to the effect that the issuance
of any of the Bonds in coupon form will not adversely affect the exclusion from gross income
for Federal income tax purposes of the interest on any of the Bonds, the Registrar may, at the
written direction of the City, mail notice to the registered owners of the Bonds of the availability
of exchanging registered Bonds and coupon Bonds. Registered Bonds may then be exchanged
for an equal aggregate principal amount of coupon Bonds of the same Series and maturity of any
authorized denomination and coupon Bonds may be exchanged for an equal aggregate principal
amount in the manner provided in this Ordinance.
The Bonds of each Series shall be dated as determined by or pursuant to subsequent
resolution of the City relating to the issuance of such Series of Bonds; shall bear interest from
their date at a rate not exceeding the maximum legal rate per annum, with interest mailed to the
-15-
registered Holder thereof on each Interest Payment Date by the Paying Agent at the address
shown on the registration books of the City (held by the Registrar) at the close of business on
the 15th day of the calendar month preceding an Interest Payment Date(in each case a "Regular
Record Date"), except for(i) Capital Appreciation Bonds which shall accrue and pay interest as
described under the defined terms Accreted Value and Capital Appreciation Bond and(ii)Capital
Appreciation and Income Bonds which shall accrue and pay interest as described under the
defined terms Appreciated Value and Capital Appreciation and Income Bond; shall be lettered
and shall be numbered in such manner as determined by subsequent proceedings of the City
relating to the issuance of such Series of Bonds; shall be in the denomination of$5,000 or any
integral multiple thereof, except for(i)Capital Appreciation Bonds, which may be initially issued
in any denomination so long as their Accreted Value at maturity shall be$5,000 or any integral
multiple thereof and (ii) Capital Appreciation and Income.Bonds, which may be initially issued
in any denomination so long as their Appreciated Value at the Interest Commencement Date shall
be$5,000 or any integral multiple thereof; and shall mature on such dates, in such years and in
such amounts, as determined by subsequent proceedings of the City relating to such Series of
Bonds, but not to exceed any maximum maturity permitted by law. Notwithstanding anything
in this paragraph to the contrary, any interest not punctually paid on an Interest Payment Date
shall forthwith cease to be payable to the registered Holder on the Regular Record Date and may
be paid to the registered Holder as of the close of business on a special record date for the
payment of such defaulted interest to be fixed by the Paying Agent, notice of which shall be
given by the Paying Agent not less than 10 days prior to such special record date to the
registered Holders.
The Bonds of each Series issued hereunder may be Serial Bonds or Term Bonds and may
be Capital Appreciation Bonds or Capital Appreciation and Income Bonds and such other types
of bonds as may be marketable from time to time, including, without limitation, taxable Bonds
and Bonds issued in book entry form, as determined by subsequent resolution of the City.
SECTION 203. REDEMPTION PROVISIONS. The Bonds of each Series may be
subject to redemption prior to maturity at such times, at such redemption prices and upon such
terms and upon such notice as may be specified by or provided for by delegation in the
resolution of the City,"which provides for the details of the Bonds of such Series. Notice of the
redemption of Series 1994 Bonds, other than mandatory sinking fund redemption and excepting
any notice of redemption relating to Series 1994 Bonds that have been defeased in an advance
refunding, shall be circulated only if sufficient funds have been deposited with the Paying Agent
to pay the redemption price of the Series 1994 Bonds to be redeemed.
Unless otherwise provided by subsequent resolution relating to any particular Series of
Bonds notice of redemption shall be mailed by the Paying Agent to the Owners of all Bonds of
a Series to be redeemed, by first class mail, postage prepaid, not less than thirty (30) days prior
to the date of redemption of such Series of Bonds.
In addition to any required redemption notice to Bondholders, the City may cause the
Paying Agent to give, at the expense of the City, additional notice of redemption for Bonds being
redeemed to registered securities depositories and to national information services that
disseminate redemption notices at least 2 business days in advance of the notice mailed to holders
of Bonds by sending notice to one or more depositories, such as Depository Trust Company of
-16-
New York, New York, Midwest Securities Trust Company of Chicago, Illinois, Pacific
Securities Depository Trust Company of San Francisco, California, and Philadelphia Depository
Trust Company of Philadelphia, Pennsylvania and to national information services such as
Financial Information Inc.'s Daily Called Bond Service, Interactive Data Corporation's Bond
Service,Kenny Information Service's Called Bond Service,Moody's Municipal and Government
News Reports and Standard and Poor's Called Bond Record.
In addition to the required notice of redemption, the City may publish notice of
redemption one time in The Bond Buyer or in some other financial newspaper or journal which
regularly carries notices of redemption of other obligations similar to the Bonds.
Notwithstanding the foregoing notice provisions, failure to mail the required notice or any
defect therein shall not affect the validity of any redemption proceedings of any Bond as to which
such required notice of redemption has been properly given to the Holder thereof.
SECTION 204. EXECUTION OF BONDS. The Bonds of each Series shall be
executed in the name of the City by the Mayor, and the seal of the City or a facsimile thereof
shall be affixed thereto or imprinted or reproduced thereon and attested by the City Clerk, either
manually or with their facsimile signatures, except to the extent that applicable law requires that
such signatures be manual. In case any one or more of the officers who shall have signed or
sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed shall
have been actually sold and delivered, such Bonds may nevertheless be sold and delivered as
herein provided and may be issued as if the person who signed and sealed such Bonds had not
ceased to hold such office. Any Bond may be signed and sealed on behalf of the City by such
person as at the actual time of the execution of such Bond shall hold the proper office, although
at the date of such Bonds such person may not have held such office or may not have been so
authorized.
The Bonds of each Series shall bear thereon a certificate of authentication, in the form
set forth in the form of such Bonds, executed manually by the Registrar. Only such Bonds as
shall bear therein such certificate of authentication shall be entitled to any right or benefit under
this Ordinance and no Bond shall be valid or obligatory for any purpose until such certificate of
authentication shall have been duly executed by the Registrar. Such certificate of the Registrar
upon any Bond executed on behalf of the City shall be conclusive evidence that the Bond so
authenticated has been duly authenticated and delivered under this Ordinance and that the Holder
thereof is entitled to the benefits of this Ordinance.
If the Bonds of a Series have been validated, a validation certificate, in the form required
by Chapter 75, Florida Statutes, on each of the Bonds of such Series shall be signed with the
manual or facsimile signature of the City Clerk, and the City may adopt and use for that purpose
the facsimile signature of any person who shall have been such City Clerk at any time on or after
the date of the Bonds, notwithstanding that he or she may have ceased to be such City Clerk at
the time when said Bonds shall be actually delivered.
SECTION 205. NEGOTIABILITY,REGISTRATION AND CANCELLATION. At
the option of the registered Holder thereof and upon surrender of any Bonds at the corporate trust
office of the Registrar designated in such Bonds with a written instrument of transfer satisfactory
-17-
to the Registrar duly executed by the registered Holder or his duly authorized attorney-in-fact
and upon payment by such Holder of any charges which the Registrar or the City may make as
provided in this Section, the Bonds may be exchanged for Bonds of the same aggregate principal
amount of the same Series and maturity of any other authorized denominations.
The Registrar shall keep books for the registration of Bonds and for the registration of
transfers of Bonds. The Bonds shall be transferable by the Holder thereof in person or by his
attorney-in-fact duly authorized in writing only upon the books of the City kept by the Registrar
and only upon surrender thereof together with a written instrument of transfer satisfactory to the
Registrar (at the corporate trust office designated in such Bonds) duly executed by the Holder
or his duly authorized attorney-in-fact. Upon the transfer of any such Bond, the City shall cause
to be issued in the name of the transferee a new Bond or Bonds.
The City, the Paying Agent and the Registrar may deem and treat the person in whose
name any Bond shall be registered upon the books kept by the Register as the absolute Holder
of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment
of, or on account of, the principal of, premium, if any, and interest on such Bond as the same
becomes due and for all other purposes. All such payments so made to any such Holder or upon
his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the
extent of the sum or sums so paid, and neither the City, the Paying Agent nor the Registrar shall
be affected by any notice to the contrary.
In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised,
the City shall execute and the Registrar shall authenticate and deliver Bonds in accordance with
the provisions of this Ordinance. All Bonds surrendered in any such exchanges or transfers shall
forthwith be delivered to the Registrar and canceled by the Registrar in the manner provided in
this Section. There shall be no charge for any such exchange or transfer of Bonds, but the
Registrar shall require the payment of a sum sufficient to pay any tax, fee or other governmental
charge required to be paid with respect to such exchange or transfer. Neither the City nor the
Registrar shall be required (a) to transfer or exchange Bonds of any Series for a period of 15
days next preceding any selection of Bonds of such Series to be redeemed or thereafter until after
the mailing of any notice of redemption relating to any Bonds of such Series; or (b) to transfer
or exchange any Bonds of any Series called for redemption.
All Bonds paid or redeemed, either at or before maturity shall be delivered to the Paying
Agent when such payment or redemption is made, and such Bonds, together with all Bonds
purchased by the City and surrendered to the Registrar for cancellation, shall thereupon be
promptly canceled. Bonds so canceled may at any time be destroyed by the Registrar, who shall
execute a certification of destruction by the signature of one of its authorized officers describing
the Bonds so destroyed, and the executed certificate shall be filed with the City and the Registrar
shall retain a record of such destruction.
SECTION 206. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In
case any Bond shall become mutilated, destroyed, stolen or lost, the City shall execute and the
Registrar shall authenticate and deliver a new replacement Bond of like Series, date, maturity,
denomination and interest rate as the Bond so mutilated, destroyed, stolen or lost; provided that,
in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the City and,
-18-
Upon such payment or deposit in the amount and manner provided in this Section 304(1)
and upon receipt of the opinion of Bond Counsel referred to below, such Bond shall be deemed
to be paid and shall no longer be deemed to be Outstanding for the purposes of this Ordinance
and all liability of the City with respect to said Bond shall cease, terminate and become
completely discharged and extinguished, and the Holders thereof shall be entitled for payment
solely out of the moneys or securities so deposited; provided that if the Bonds are defeased in
the manner described in (ii) or (iii) above and if said Bonds do not mature and are not to be
redeemed within the next succeeding sixty (60)days, the City shall have given the Paying Agent
irrevocable instructions to give, as soon as practicable, a notice of defeasance to the Holders of
said Bonds by first-class mail, postage prepaid, stating that moneys or monies and Defeasance
Obligations have been deposited with the Paying Agent acting as escrow agent solely for the
Holders of said Bonds and other Bonds being defeased, and the said Bonds are deemed to have
been paid in accordance with this Section and stating such maturity or redemption date upon
which moneys are to be available for the payment of the principal of and premium, if any, and
interest on said Bonds. If any defeased Bond is to be redeemed prior to its final maturity, the
City shall give irrevocable instructions to the Paying Agent to give timely notice of the call
thereof for redemption.
Notwithstanding the foregoing, all references to the discharge and satisfaction of
Bonds shall include the discharge and satisfaction of any issue of Bonds, any portion of any issue
of Bonds, any maturity or maturities of any issue of Bonds, any portion of a maturity of an issue
of Bonds or any combination thereof.
In the event that the principal or redemption price, as applicable and interest due on any
Bond shall be paid by the issuer of a Credit Facility pursuant to the terms thereof, the assignment
and pledge created hereunder and all covenants, agreements and other obligations of the City to
the Bondholder shall continue to exist and the issuer of such Credit Facility shall be subrogated
to the rights of such Bondholder.
If any portion of the moneys deposited in an Escrow Fund for the payment of the
principal of the redemption premium,if any, and interest on any Bond is not required to continue
to be held in escrow for such purpose (as shown by the verification report referred to above or
by a supplemental verification report), the City may use the amount of such excess free and clear
of any trust, lien, security interest,pledge or assignment securing said Bond or otherwise existing
under this Ordinance.
As a condition to the defeasance of any Bond, the City shall deliver to the Paying Agent
an opinion of Bond Counsel stating that the conditions set forth above have been complied with
and that such Bond has been defeased as provided herein and, if the interest income on such
Bond was intended to be excludable from the gross income of the Holder under the Code, also
stating that the defeasance thereof, will not, of itself, cause the interest thereon to be or to
become includable in the Holder's gross income.
If any Escrow Fund is created hereunder, the Escrow Fund may be restructured by the
substituting of cash and/or Defeasance Obligations for other cash and Defeasance Obligations,
provided that (i) a new verification report of a certified public accountant is obtained verifying
-38-
the sufficiency of the Escrow Fund as herein provided, and (ii) a new opinion of Bond Counsel
has been obtained, as above provided.
At such times as all Bonds issued hereunder have been defeased, all amounts due all
Credit Facility Providers have been paid and all amounts, including Policy Costs, due all issuers
of Reserve Account Letters of Credit and Reserve Account Insurance Policies have been paid all
amounts due the Fiduciaries for fees,expenses and indemnification and all rebate payments under
Section 148(f)of the Code have been paid then the lien granted by this Ordinance on the Pledged
Funds shall terminate and when all Bonds have been actually paid and retired this Ordinance
shall be deemed to be repealed.
(m) CONCERNING RESERVE ACCOUNT INSURANCE POLICIES,RESERVE
ACCOUNT LETTERS OF CREDIT AND CREDIT FACILITIES. As long as any Reserve
Account Insurance Policy or a Reserve Account Letter of Credit is in effect as a credit to the
Debt Service Reserve Account, the City covenants that it will comply with the provisions of each
such Reserve Account Insurance Policy and Reserve Account Letter of Credit and with the
provisions of the reimbursement agreement or similar agreement with respect thereto.
As long as any Bonds are secured by a Credit Facility, the City covenants to comply with
the requirements and conditions imposed on the City by the issuer of the Credit Facility.
Notwithstanding anything in this Ordinance to the contrary, the rights of any Credit
Facility Provider(except to the rights of subrogation for payments made thereunder)shall remain
in full force and effect only so long as such Credit Facility shall remain in effect and such Credit
Facility Provider shall not be in default in its payment obligations to the holders of Bonds
secured by such Credit Facility.
The Paying Agent, by accepting the duties of Paying Agent shall be deemed to have
agreed to give such notice and make draws of funds thereunder when needed to pay debt service
on the Bonds secured thereby.
[END OF ARTICLE III]
-39-
ARTICLE IV
CONCERNING THE FIDUCIARIES
SECTION 401. FIDUCIARIES; APPOINTMENT AND ACCEPTANCE OF
DUTIES. The City hereby appoints First Union National Bank of Florida, Miami, Florida as
Registrar and Paying Agent. The Registrar and Paying Agent shall signify its acceptance of the
duties and obligation imposed upon it by this Ordinance by executing and delivering to the City
a written acceptance thereof. Unless otherwise provided by a written agreement between the
City and the Paying Agent, the corporate trust office of the Paying Agent designated in the
Bonds of any Series shall be the office at which Bonds of such Series shall be delivered for the
payment of the principal and redemption premium, if any, and at which Bonds of such Series
shall be surrendered for transfer, exchange, or replacement and the offices at which the
registration books for the Bonds shall be kept.
SECTION 402. RESPONSIBILITIES OF FIDUCIARIES. The recital of facts herein
and in the Bonds contained shall be taken as the statement of the City and no Fiduciary assumes
any responsibility for the correctness of the same. No Fiduciary makes any representation as
to the validity or sufficiency of this Ordinance, or of any supplemental ordinance or resolution
or of any Bonds issued thereunder or as to the security afforded by this Ordinance, and no
Fiduciary shall incur any liability in respect thereof. The Registrar shall, however, be
responsible for its representation contained in its certificate of authentication of the Bonds. No
Fiduciary shall be under any responsibility or duty with respect to the application of any moneys
held by the City in accordance with the provision of this Ordinance. No Fiduciary shall be
under any obligation or duty to perform any act which would involve it in expense (except as
expressly provided herein) or which would cause it to incur any liability or to institute or defend
any suit in respect thereof, or to advance any of its own moneys, unless properly indemnified.
No Fiduciary shall be liable in connection with the performance of its duties hereunder except
for its own negligence or willful misconduct. Moneys held by the Paying Agent for the Bonds
which have become due shall not be invested for the benefit of the City and shall be held and
used for the payment of debt service on the Bonds for which the deposit was made, subject to
the provisions of Section 606 hereof. Except to the extent expressly provided herein, the
Fiduciary shall have no duty to monitor or review the City's administration of the Pledged Funds
or the City's compliance with any of the provisions hereof, other than the City's obligation to
deposit moneys with the Paying Agent for the payment of Debt Service on the Bonds. However,
the Paying Agent shall give immediate notice by telephone, properly confirmed by written
notice, to the Series 1994 Bond Insurer and to each other Credit Facility Provider and to each
issuer of a Reserve Account Letter of Credit or Reserve Account Insurance Policy of any failure
of the City to make timely payments to the Paying Agent for the payment of Debt Service and
within thirty (30) days of its receipt of notice or obtaining knowledge of any other default shall
give written notice thereof to the Series 1994 Bond Insurer and to each other Credit Facility
Provider and to each issuer of a Reserve Account Letter of Credit or Reserve Account Insurance
Policy. When written notice is given, as above provided, written notice shall also be mailed to
the Holders at their addresses as shown on the Register.
-40-
SECTION 403. EVIDENCE ON WHICH FIDUCIARIES MAY ACT.
(a) Each Fiduciary, upon receipt of any notice, resolution, request, consent, order,
certificate, report, opinion, bond, or other paper or document furnished to it pursuant to any
provision of this Ordinance, shall examine such instrument to determine whether it conforms to
the requirements of this Ordinance and shall be protected in acting upon any such instrument
believed by it to be genuine and to have been signed or presented by the proper party or parties.
Each Fiduciary may reasonably consult with counsel, who may or may not be of counsel to the
City, and the opinion of such counsel shall be full and complete authorization and protection in
respect of any action taken or suffered by it under this Ordinance in good faith and in
accordance therewith. The reasonable fees and expenses of such counsel shall constitute
expenses of such Fiduciary that are subject to payment or reimbursement by the City hereunder.
(b) Whenever any Fiduciary shall deem it necessary or desirable that a matter be
proved or established prior to taking or suffering any action under this Ordinance, such matter
(unless other evidence in respect thereof be therein specifically prescribed) may be deemed to
the conclusively proved and established by a certificate of the Mayor, the City Manager or the
City Clerk, or the Chief Financial Officer of the City, and such certificate shall be full warrant
for any action taken or suffered in good faith under the provision of this Ordinance upon the
faith thereof; but in its discretion the Fiduciary may in lieu thereof accept other evidence of such
fact or matter or may required such further or additional evidence as it my deem reasonable.
(c) Except as otherwise expressly provided in this Ordinance, any request, order,
notice or other direction required or permitted to be furnished pursuant to any provision thereof
by the City to any Fiduciary shall be sufficiently executed in the name of the City by the Mayor,
City Manager, the City Clerk or the Chief Financial Officer of the City.
SECTION 404. COMPENSATION. The City shall agree with any Fiduciary by
separate agreement to pay to such Fiduciary from time to time reasonable compensation for all
services rendered under this Ordinance, and to pay all reasonable expenses, charges, counsel
fees and expenses and other disbursements, including those of its attorneys, agents and
employees, incurred in and about the performance of their powers and duties under this
Ordinance. The City may also agree with any Fiduciary by separate agreement to indemnify,
to the extent permitted by law, any Fiduciary for any and all of its reasonable fees, costs and
expenses resulting from any claim, liability or the like incurred in and about the performance
of its powers and duties under this Ordinance. Amounts paid for fees, expenses and
indemnification shall be secured by a lien on amounts in the Capital Improvement Fund having
the priority described in Section 304(d)(iii). Fees and expenses of any trustee appointed by the
court incurred with respect to any event of default shall be established by order of said court and
shall be paid prior to payments described in Section 304(d).
SECTION 405. CERTAIN PERMITTED ACTS. Any Fiduciary, individually or
otherwise, may become the owner of any Bonds, with the same right it would have if it were
not a Fiduciary. To the extent permitted by law, any Fiduciary may act as depositary for, and
permit any of its officers or directors to act as a member of, or in any other capacity with
. •■ u . L . •.. 1■ . . . Z. 1 11 1 1 . t • I - . . - . . 1 . 1
reorganization growing out of the enforcement of the Bonds or this Ordinance, whether or not
-41-
any such committee shall represent the Holders of a majority in principal amount of the Bonds
then Outstanding.
SECTION 406. MERGER OR CONSOLIDATION. Any entity into which any
Fiduciary may be merged or converted or with which it may be consolidated or any entity
resulting from any merger, conversion or consolidation to which it shall be a party or any entity
to which any Fiduciary may sell or transfer all or substantially all of its corporate trust business,
shall automatically become successor Fiduciary, without the execution or filing of any paper or
the performance of any further act, if it then meets the qualifications set forth in Section 409
hereof; if such successor does not meet the qualifications, a vacancy shall occur and Section 409
shall apply.
SECTION 407. AUTHENTICATION. Bonds shall be authenticated by the Registrar
upon initial issuance of the written direction of the City and upon subsequent exchange, transfer,
replacement or partial redemption. In case of the Bonds contemplated to be issued under this
Ordinance shall have been authenticated but not delivered, any successor Registrar may adopt
the certificate of authentication of any predecessor Registrar so authenticating such Bonds and
deliver such Bonds so authenticated; and in case any of the said Bonds shall not have been
authenticated, any successor Registrar may authenticate such Bonds in the name of the
predecessor Registrar, or in the name of the successor Registrar, and in all such cases such
certificate shall be fully effective.
SECTION 408. RESIGNATION OR REMOVAL OF PAYING AGENT AND
APPOINTMENT OF SUCCESSOR. Any Fiduciary may at any time resign and be discharged
of the duties and obligation created by this Ordinance by giving at least 60 days' written notice
to the issuer of a Credit Facility, to each issuer of a Reserve Account Insurance Policy or
Reserve Account Letter of Credit and to the City. Any Fiduciary may be removed at any time
by an instrument filed with such Fiduciary and with copies filed with the issuer of each Credit
Facility, Reserve Account Insurance Policy and Reserve Account Letters of Credit and signed
by the Mayor or City Manager provided that all amounts payable such Fiduciary under Section
404 have been paid. No such resignation or removal shall become effective until a successor
has been appointed and accepted the duties of such Fiduciary.
SECTION 409. VACANCY. If at any time hereafter any Fiduciary shall resign, be
removed, be dissolved, or otherwise become incapable of acting, or if the bank or trust company
acting as any Fiduciary shall be taken over by any governmental official, agency, department
or board, the position of Fiduciary shall thereupon become vacant. If the position of such
Fiduciary shall become vacant for any of the foregoing reasons or for any other reason, the City
promptly shall appoint a successor Fiduciary. The City shall give written notice to the issuer of
each Credit Facility and to each issuer of a Reserve Account Insurance Policy or Reserve
Account Letter of Credit of the appointment of any successor Fiduciary and shall promptly
publish notice to the Holders of any such appointment once in each week for two (2) successive
weeks in The Bond Buyer or other financial journal published in the Borough of Manhattan, City
and State of New York and notice of such change of Fiduciary shall be mailed to the Holder of
each Bond or such Bond's next Interest Payment Date. Such notice identify the Successor
Fiduciary and the address at which Bonds are to be surrendered for payment, redemption,
exchange and transfer.
-42-
,
If no appointment of a successor Fiduciary shall be made pursuant to the foregoing
provisions of this Section, the Holder of any Bond Outstanding hereunder or any retiring
Fiduciary or the issuer of any Credit Facility, Reserve Account Letter of Credit or Reserve
Account Insurance Policy may apply to any court of competent jurisdiction to appoint a
successor Fiduciary. Such court may thereupon, after such notice, if any, as such court may
deem proper and prescribe, appoint a successor Fiduciary.
Any Fiduciary hereafter,appointed shall be a bank or trust company authorized by law
to exercise corporate trust powers and subject to examination by federal or state authority, of
good standing and having at the time of its appointment a combined capital and surplus aggregate
not less than Fifty Million Dollars ($50,000,000). In the event of the resignation or removal
of any Fiduciary, such Fiduciary shall deliver any moneys held by it as Paying Agent and the
registration books of for the Bonds to its successor. The name of the successor Fiduciary and
address at which previously issued Bonds are to be surrendered for payment, redemption,
transfer or exchange shall be stamped on any replacement Bonds issued upon partial payment,
exchange or transfer.
[END OF ARTICLE IV]
r -43-
ARTICLE V
EXECUTION OF INSTRUMENTS BY BONDHOLDERS
AND PROOF OF OWNERSHIP OF BONDS
SECTION 501. PROOF OF EXECUTION OF DOCUMENTS AND OWNERSHIP.
(a) Any request, direction, consent or other instrument in writing required by this
Ordinance to be signed or executed by Bondholders may be in any number of concurrent
instruments of similar tenor and may be signed or executed by such Bondholders in person or
by their attorneys or legal representatives appointed by an instrument in writing. Proof 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 Fiduciary with regard to any
action taken by it under such instrument if made in the following manner:
(i) 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 jurisdiction 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 in behalf of a person other than an individual,
such verification shall also constitute sufficient approval of the authority of the signor
thereof.
(ii) The ownership of Bonds shall be proved by the registration books required
to be maintained pursuant to the provisions of this Ordinance.
Nothing contained in this Article shall be construed as limiting the Fiduciary to such
proof, it being intended that the Fiduciary may accept any other evidence of the matters herein
stated which it may deem sufficient.
(b) If the City shall solicit from the Holders any request, direction, consent or other
instrument in writing required or permitted by this Ordinance to be signed or executed by the
Holders, the City may, at its option, fix in advance a record date for determination of Holders
entitled to give each request, direction, consent or other instrument, but the City shall have no
obligation to do so. If such a record date is fixed, such request, direction, consent or other
instrument may be given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the purposes of
determining whether Holders of the requisite proportion of Bonds have authorized or agreed or
consented to such request, direction, consent or other instrument, and for that purpose the Bonds
shall be computed as of such record date. Notice of such record date shall be given to the
Registrar; copies of such request, direction, consent or other instrument will be provided to the
Registrar by the City.
-44-
(c) Any request, direction, consent or other instrument of the Holder of any Bond
shall bind every future Holder of the same Bond in respect of anything done by the City or the
Fiduciary, or both, in pursuance of such request, direction, consent or other instrument.
[END OF ARTICLE V]
-45-
ARTICLE VI
MISCELLANEOUS PROVISIONS
SECTION 601. MODIFICATION OR AMENDMENT. (a) Except as otherwise
provided in subsection (b) or (c)hereof, no adverse material modification or amendment of this
Ordinance which term shall in this Article include any ordinance or resolution amendatory hereof
or supplemental hereto, may be made without the consent in writing of(i) the Holders of more
than fifty percent (50%) in aggregate principal amount of the Bonds then Outstanding or (ii) in
case less than all of the several Series of Bonds then Outstanding are affected by the
modification or amendment, the Holders of more than fifty percent (50%)in aggregate principal
amount of the Bonds of each Series so affected and Outstanding at the time such consent is given
(for such purposes the issuer of a Credit Facility shall be treated as the Holder of Bonds secured
thereby so long as it has not defaulted under the Credit Facility)
(b) No modification or amendment shall permit a change in the maturity of any Bonds
or a reduction in the rate of interest thereon, or affecting the promise of the City to pay the
principal of and interest on such Bond, as the same mature or become due, from the Pledged
Funds, or reduce the percentage of Holders of Bonds required above for such modification or
amendment, without the consent of the Holders of all the Bonds adversely affected thereby and
the consent of the issuer of any Credit Facility securing such adversely affected Bonds.
(c) This Ordinance may be amended, changed, modified and altered without the
consent of either the Holders of Bonds or of the issuer of any Credit Facility or any Reserve
Account Insurance Policy or any Reserve Account Letter of Credit (unless otherwise provided
in any agreement of the City with such issuer):
(1) to cure any ambiguity or formal defect or omission in this Ordinance or
in any supplemental resolutions or to correct or supplement any provision contained
herein which may be defective or inconsistent with any other provisions contained herein;
or
(2) to grant to or confer upon the Bondholders any additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the
Bondholders; or
(3) to add to the conditions, limitations and restrictions on the issuance of
Bonds under the provisions of this Ordinance, other conditions, limitation and restrictions
thereafter to be observed; or
(4) 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; or
-46-
(5) to permit the issuance of Bonds, the interest on which is intended to be
excludable from gross income for Federal income tax purposes under the Code to the
Holders thereof in coupon form, if as a condition precedent to the adoption of such
supplemental resolution, there shall be delivered to the City an opinion of counsel of
recognized standing relating to municipal bonds to the effect that the issuance of Bonds
in coupon form is then permitted by law and that the issuance of such Bonds in coupon
form would not cause interest on such Bonds to be included in gross income for Federal
income tax purposes under the Code to the Holders thereof; or
(6) to qualify the Bonds or any of the Bonds for registration under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended; or
(7) to qualify this Ordinance as an "indenture" under the Trust Indenture Act
of 1939, as amended; or
(8) to make such changes as may be necessary to adjust the terms hereof so
as to facilitate the issuance of Capital Appreciation Bonds, Capital Appreciation and
Income Bonds and such other Bonds as may be marketable from time to time; or
(9) to permit Bonds to be issued in book entry form with or without physical
bonds; or
(10) to make such changes as may be necessary to comply with the provisions
of the Code relating to the exclusion of interest on the Bonds from gross income
thereunder; or
(11) to make such changes as may evidence the right and interest herein of an
issuer of a Credit Facility that secures any Series of Bonds; or
(12) to make such changes as may facilitate the issuance or incurrence of
Alternative Parity Debt; or
(13) to make such changes as may facilitate the release of a portion of the
Guaranteed Entitlement Revenues or the Sales Tax Revenues from the pledge of this
Ordinance pursuant to Section 302 hereof.
In addition, without the consent of the holders, but with the prior written consent of all
Credit Facility Providers and all issuers of Reserve Account Letters of Credit and Reserve
Account Insurance Policies, this Ordinance may be amended to permit the issuance of Variable
Rate Bonds and to provide for an assumed interest rate thereon which is to be used to calculate
the Annual Debt Service Requirement and Maximum Annual Debt Service.
If at any time the City shall so request in writing, the Registrar shall cause a notice of
a proposed amendment requiring the consent of Bondholders under Section 605(a) or (b) to be
-47-
mailed,postage prepaid, to all Holders of Bonds then Outstanding which are required to consent
(in the case of Bonds except with respect to which the Credit Facility Provider is entitled to vote
in lieu of the Holders thereof as provided in Section 605(a)) at their addresses as they appear
on the registration books. Notices under Section 605(b) shall be mailed to both Holders and
Credit Facility Providers which are entitled to vote thereof. Such notice shall briefly set forth
the nature of the proposed amendment and shall state that a copy thereof is on file at the office
of the Registrar (at which the Register is kept) for inspection and shall be accompanied by a
consent form. The Registrar shall not, however, be subject to any liability to any Bondholder
or Credit Facility Providers by reason of its failure to mail the notice required by this Section,
and any such failure shall not affect the validity of such amendment when consented to or
approved as provided in this Section.
Whenever, at any time after the date of the mailing of such notice, the Fiduciary shall
deliver to the City Clerk consent forms or other instrument or instruments purporting to be
executed by the Holders (including issuers of Credit Facilities which are deemed Holders) of at
least a majority in aggregate principal amount of the Bonds then Outstanding, which instrument
or instruments shall refer to the proposed amendments described in such notice and shall
specifically consent to and approve the adoption thereof, and the City Clerk shall deliver to the
Mayor a certificate signed by the City Clerk that the Holders of such required percentage of
Bonds have filed such consents, the City Commission may adopt such amendments in
substantially such form without liability or responsibility to any Holder of any Bond or Credit
Facility Providers, whether or not such Holder or Credit Facility Providers shall have consented
thereto. It shall not be necessary for the consent of the Holders or Credit Facility Providers to
approve the particular form of any proposed amendment,but it shall be sufficient if such consent
shall approve the substance thereof. A copy of any amendment to this Ordinance consented to
by any Credit Facility Provider shall be mailed by the City or, at the direction of the City, by
the Fiduciary to Standard&Poor's Corporation and Moody's Investors Service, Inc., or to their
respective successors.
If the required percentage of Holders (or Credit Facility Providers, or both) in aggregate
principal amount of the Bonds of each Series as affected and Outstanding at the time of the
enactment or adoption of such amendment shall have consented to and approved the enactment
or adoption thereof as required by Section 605(a) or (b) as applicable, no Holder or Credit
Facility Provider shall have any right to object to the enactment or adoption of such amendment,
or to object to any of the terms and provisions therein contained, or the operation thereof, or
in any manner to question the propriety of the enactment or adoption thereof, or to enjoin or
restrain the City from enacting or adopting the same or from taking any action pursuant to the
provisions thereof.
Upon the issuance of any additional parity Bonds, the consent of the Holders thereof shall
be deemed given if the underwriters or other initial purchasers thereof consent in writing to such
amendment and the nature of the amendment effected by such amendment is disclosed in the
official statement or other offering document pursuant to which such additional parity Bonds is
offered and sold to the public.
-48-
(d) In determining whether any amendment or supplement hereto has a material
adverse affect on the rights of any of the holders, neither the City nor any Fiduciary shall take
into account the existence of any Credit Facility, including, but not limited to the Series 1994
Bond Insurance Policy. Any amendment or supplement to this Ordinance pursuant to Subsection
601(a) or 601(c)(11), (12)or(13) shall be subject to the prior written consent of the Series 1994
Bond Insurer. Any rating agency rating the Series 1994 Bonds must receive notice of each
amendment and a copy thereof at least 15 days in advance of its adoption. If any amendment
or supplement hereto relates to any Bonds which are guaranteed or secured by any Credit
Facility, the Credit Facility Provider which issued such Credit Facility shall be furnished a full
transcript of all proceedings relating to such amendment or supplement.
SECTION 602. PROVISION OF INFORMATION TO SERIES 1994 BOND
INSURER. So long as any Bonds which are insured by the Series 1994 Bond Insurer have not
been retired, the City shall provide to the Series 1994 Bond Insurer with the following
information:
(a) Within 180 days after the end of each of the City's Fiscal Years, a copy of the
city's budget for the new year, annual audited financial statements, a statement
of the amount on deposit in the Debt Service Reserve Account as of the last
valuation and if not presented in the audited financial statements, a statement of
each of the Pledged Funds pledged to payment of Bonds in each such Fiscal Year;
(b) a copy of any official statement or other disclosure, if any, prepared in
connection with the issuance of additional debt, whether or not it is on parity with
the Series 1994 Bonds within thirty (30) days after the sale thereof;
(c) Notice of any draw upon or deficiency due to market fluctuation in the amount,
if any, on deposit in the Debt Service Reserve Account;
(d) Notice of the redemption, other than mandatory sinking fund redemption, of any
of the Series 1994 Bonds, including the principal amount, maturities and CUSIP
numbers thereof; and
(e) Such additional information as the Series 1994 Bond Insurer may reasonably
request from time to time.
SECTION 603. SALE OF BONDS. Except as otherwise provided in Section 202 with
respect to the Series 1994 Bonds, the Bonds shall be issued and sold at one time or from time
to time and at such price or prices consistent with the provisions of the Act and the requirements
of this Ordinance as the City shall hereafter determine by resolution.
SECTION 604. DISTRIBUTION OF PRELIMINARY OFFICIAL STATEMENT
• AUTHORIZED. Howard Gary & Company on behalf of itself and any additional underwriters
so designated in a subsequent resolution (the "Underwriters") is hereby authorized to distribute
a preliminary official statement relating to the Series 1994 Bonds in such form as shall be
-49-
satisfactory to the City Manager and the City Attorney. The City Manager is hereby authorized
to certify that such preliminary official statement is deemed final for the purposes of Rule 15c2-
12 promulgated under the Securities Exchange Act of 1934.
SECTION 605. CAPITAL APPRECIATION BONDS;CAPITAL APPRECIATION
AND INCOME BONDS.
(a) For the purposes of (i) receiving payment of the redemption price if a Capital
Appreciation Bond is redeemed prior to maturity, or (ii) computing the amount of Bonds held
by the registered owner of a Capital Appreciation Bond in giving to the City any notice, consent,
request or demand pursuant to this Ordinance for any purpose whatsoever, the principal amount
of a Capital Appreciation Bond shall be deemed to be its Accreted Value.
(b) For the purpose of (i) receiving payment of the redemption price if a Capital
Appreciation and Income Bond is redeemed prior to maturity, or (ii) computing the amount of
Bonds held by the registered owner of a Capital Appreciation and Income Bond in giving to the
City any notice, consent, request or demand pursuant to this Ordinance for any purpose
whatsoever, the principal amount of a Capital Appreciation and Income Bond shall be deemed
to be its Appreciated Value.
SECTION 606. UNCLAIMED MONEY. Notwithstanding any provisions of this
Ordinance, any money held by the Paying Agent for the payment of the principal or redemption
price of, or interest on, any Bond which remains unclaimed for two (2) years after such
principal, redemption price or interest payment became due and payable (whether at maturity
or upon call for redemption), shall be repaid to the City by the Paying Agent free from the
provisions of this Ordinance, and all liability of the City and of the Paying Agent with respect
to such money shall thereupon cease and become unenforceable; provided, however, that at least
thirty (30) days before the repayment of such money to the City as aforesaid, the City shall
publish at least once in The Bond Buyer or other financial journal published in New York, New
York, a notice, in such form as may be deemed appropriate by the City identifying the Bonds
to which such unclaimed money relates, and setting forth the provisions relating to the
repayment to the City of such unclaimed money.
SECTION 607. REPEALING CLAUSE. Ordinance No. 94-1 is hereby repealed in
its entirety and is superseded hereby. Resolution 94-5447 is hereby rescinded in its entirety. All
other ordinances and resolutions or parts thereof in conflict with the provisions herein contained
are, to the extent of such conflict, hereby superseded, repealed and rescinded.
SECTION 608. SEVERABILITY. In case any section or provision of this Ordinance
or any covenant, agreement, stipulation, obligation, act or action, or part thereof, made,
assumed, entered into or taken under this Ordinance, or any application thereof, is held to be
illegal or invalid for any reason, or is inoperable at any time, that illegality, invalidity or
inoperability shall not affect the remainder thereof or any other section or provision of this
Ordinance or any other covenant, agreement, stipulation, obligation, act or action, or part
thereof, made, assumed, entered into or taken under this Ordinance, all of which shall be
-50-
.T ...,,r i - _ F._— _ * t
a;
4 :1,` ed and enforced at the time as if the illegal, invalid or inoperable portion were not
- , x• ed therein. Any illegality, invalidity or inoperability shall not affect any legal, valid and
we section, provision, covenant, agreement, stipulation, obligation, act, action, part or
'_ s all of which shall be deemed to be effective, operative, made, assumed, entered into
..1 don, ..
: en in the manner and to the full extent permitted by law from time to time.
'-'7'f'''' -- SECTION 609. TIME OF TAKING EFFECT. This Ordinance shall become effective
: .7.-'- with law.
. ' r-�rdance
'-, T- This Ordinance enacted after motion, second and roll call vote as follows:
_ . - First Reading Second Reading
--.f'1' -="°�' Commissioner Kelley `1 Commissioner Kelley V
Commissioner Miller .1 Commissioner Miller
"`t` °-. Commissioner Allen Commissioner Allen _i____
Vice Mayor Barrett JM Vice Mayor Barrett ass
Mayor Ingram �! Mayor Ingram Y -
•
- Dated: j?",;7.-nr , 1994 •
7' CITY COMMISSION OF
'" THE CITY OF OPA-L I C • , FLORIDA
4gadirt:WI . ,
,--5--ATTEST:
t _: `may.: I i
I
-. / // s
is
1 ::City Clerk ,rL
is
L. Approved as to form and
i iency:
-{/t. 0 ,
Patricia C. Ellis, Esquire i i,'''
City of Opa-locka Attorney
i
S1- i
r,_