HomeMy Public PortalAbout15-06 AUTHORIZING AND SECURING CAPITAL IMPROVEMENT REVENUE OBLIGATIONS CITY OF OPA-LOCKA, FLORIDA
ORDINANCE NO. 15-06
Enacted on May 13, 2015
Authorizing and Securing
Capital Improvement Revenue Obligations
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TABLE OF CONTENTS
ARTICLE I DEFINITIONS 1
Section 101. Incorporation of Recitals. 1
Section 102. Meaning of Words and Terms. 1
Section 103. Interpretations 10
Section 104. Ordinance Constitutes Contract 11
ARTICLE II DETAILS OF OBLGATIONS; ISSUANCE OF OBLIGATIONS 12
Section 201. Limitation on Issuance of Obligations 12
Section 202. Form of Obligations 12
Section 203. Details of Obligations 12
Section 204. Authentication of Obligations 13
Section 205. Exchange of Obligations 13
Section 206. Registration of Transfer of Obligations 13
Section 207. Ownership of Obligations 14
Section 208. Authorization of 2015 Notes. 14
Section 209. Additional Obligations 15
Section 210. Refunding Obligations 17
Section 211. Temporary Obligations 19
Section 212. Mutilated, Destroyed, Stolen or Lost Obligations 20
Section 213. Book-Entry Only System 20
ARTICLE III REDEMPTION OF OBLIGATIONS 23
Section 301. Redemption of Obligations. 23
Section 302. Selection of Obligations to be Redeemed 23
Section 303. Redemption Notice. 23
Section 304. Effect of Calling for Redemption 25
Section 305. Redemption of Portion of Obligations 25
Section 306. Cancellation 25
ARTICLE IV FUNDS AND ACCOUNTS 26
Section 401. Funds and Accounts 26
Section 402. Funds and Accounts as Trust Funds 26
Section 403. Application of Communications Services Tax Revenues and Public Service
Tax Revenues 26
Section 404. Application of Moneys in Principal and Interest Account 30
Section 405. Application of Moneys in Reserve Fund 30
Section 406. Application of Moneys in Expense Account 32
Section 407. Moneys Held in Trust 32
Section 408. Cancellation of Obligations 32
Section 409. Disposition of Fund Balances 32
Section 410. Construction Fund 32
ARTICLE V SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS 34
Section 501. Security for Deposits 34
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Section 502. Investment of Moneys 34
Section 503. Valuation 35
ARTICLE VI GENERAL COVENANTS AND REPRESENTATIONS 37
Section 601. Payment of Principal, Interest and Premium; Pledge of Pledged Funds 37
Section 602. Covenant as to Communications Services Tax Revenues and Public Service
Tax Revenues 37
Section 603. [Reserved.] 37
Section 604. Covenant to Perform by the City 37
Section 605. Covenants with Credit Banks, Insurers, etc. 37
Section 606. No Inconsistent Action 38
Section 607. Books and Records 38
Section 608. Tax Covenants 38
Section 609. Covenant to Provide Continuing Disclosure 39
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES 41
Section 701. Events of Default 41
Section 702. Acceleration of Maturities 42
Section 703. Enforcement of Remedies 42
Section 704. Pro Rata Application of Funds 43
Section 705. Effect of Discontinuance of Proceedings 45
Section 706. Control of Proceedings by Holders; Credit Bank or Insurer Deemed Holder 45
Section 707. Restrictions Upon Actions by Individual Holders 45
Section 708. No Remedy Exclusive 45
Section 709. Delay Not a Waiver 45
Section 710. Right to Enforce Payment of Obligations Unimpaired 46
ARTICLE VIII CONCERNING THE FIDUCIARIES 47
Section 801. Failure of City to Act 47
Section 802. Compensation 47
Section 803. Reliance by Fiduciaries 47
Section 804. Fiduciaries May Deal in Obligations 47
Section 805. No Responsibility for Recitals 47
Section 806. Paying Agents and Registrars; Appointment and Acceptance of Duties 48
Section 807. Resignation or Removal of Paying Agent or Registrar and Appointment of
Successor 48
Section 808. Several Capacities 48
ARTICLE IX EXECUTION OF INSTRUMENTS BY HOLDERS AND PROOF OF
OWNERSHIP OF OBLIGATIONS 49
Section 901. Execution of Instruments by Holders; Proof of Ownership 49
ARTICLE X SUPPLEMENTAL ORDINANCES 50
Section 1001. Supplemental Ordinances Without Consent of Holders 50
Section 1002. Modification of Ordinance with Consent of Holders 51
Section 1003. Exclusion of Obligations 52
Section 1004. Treatment of Credit Bank and Insurer 52
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ARTICLE XI DEFEASANCE 54
Section 1101. Defeasance 54
Section 1102. Survival of Certain Provisions 55
ARTICLE XII MISCELLANEOUS PROVISIONS 56
Section 1201. Effect of Covenants 56
Section 1202. Successorship of City Officers 56
Section 1203. Successorship of Paying Agent and Registrar 56
Section 1204. Manner of Giving Notice 56
Section 1205. Substitute Mailing 57
Section 1206. Parties Who Have Rights under Ordinance 57
Section 1207. Effect of Partial Invalidity 57
Section 1208. Florida Law Controls 57
Section 1209. No Recourse Against Members, Officers or Employees of City 57
Section 1210. Expenses Payable under Ordinance 58
Section 1211. Payments Due on Sundays and Holidays 58
Section 1212. Headings 58
Section 1213. Further Authority 58
Section 1214. Repeal of Inconsistent Ordinances 59
Section 1215. Effective Date 59
Exhibit A Form of Obligation
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1st Reading: April 27, 2015
2nd Reading: May 13, 2015
Public Hearing: May 13, 2015
Adopted: May 13, 2015
Effective Date: May 13, 2015
Sponsored by: City Manager
ORDINANCE NO. 15-06
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-
LOCKA, FLORIDA AMENDING AND RESTATING ORDINANCE NO.
13-40 ENACTED BY THE CITY COMMISSION OF THE CITY ON
DECEMBER 11, 2013 ENTITLED:
"AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF
OPA-LOCKA, FLORIDA PROVIDING FOR THE ISSUANCE, IN
ONE OR MORE SERIES, OF THE CITY'S CAPITAL
IMPROVEMENT REVENUE OBLIGATIONS; PROVIDING THAT
SUCH OBLIGATIONS SHALL NOT CONSTITUTE AN
INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION OR
LIMITATION, OR A PLEDGE OF THE CITY'S FULL FAITH AND
CREDIT, BUT SHALL BE SECURED BY AND PAYABLE FROM
PLEDGED FUNDS CONSISTING OF (I) THE PUBLIC SERVICE
TAX REVENUES DERIVED FROM THE LEVY AND
COLLECTION BY THE CITY OF A PUBLIC SERVICE TAX AND
(II) THE COMMUNICATIONS SERVICES TAX REVENUES
DERIVED FROM THE LEVY AND COLLECTION BY THE CITY
OF A COMMUNICATIONS SERVICES TAX; PROVIDING FOR
THE ISSUANCE OF THE FIRST SERIES OF SUCH OBLIGATIONS
IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING
EIGHT MILLION FIVE HUNDRED THOUSAND DOLLARS
($8,500,000), TO BE DESIGNATED AS THE CITY OF OPA-LOCKA,
FLORIDA CAPITAL IMPROVEMENT REVENUE NOTE, SERIES
2013, FOR THE PRINCIPAL PURPOSE OF PROVIDING FUNDS,
TOGETHER WITH OTHER LEGALLY AVAILABLE FUNDS, TO
FINANCE THE COST OF ACQUISITION OF A SITE WITHIN THE
CITY AND THE ACQUISITION, CONSTRUCTION,
IMPROVEMENT AND EQUIPPING OF A CITY
ADMINISTRATION BUILDING AND RELATED FACILITIES ON
SUCH SITE, ALL AS SHALL BE MORE FULLY SET FORTH IN A
SERIES ORDINANCE; PROVIDING FOR THE ISSUANCE OF
ADDITIONAL OBLIGATIONS AND REFUNDING OBLIGATIONS
UNDER CERTAIN CONDITIONS; PROVIDING FOR THE
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CREATION OF CERTAIN FUNDS AND ACCOUNTS; PROVIDING
FOR SEVERABILITY; PROVIDING AN EFFECTIVE DATE.";
PROVIDING FOR THE ISSUANCE, IN ONE OR MORE SERIES, OF
THE CITY'S CAPITAL IMPROVEMENT REVENUE OBLIGATIONS;
PROVIDING THAT SUCH OBLIGATIONS SHALL NOT CONSTITUTE
AN INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY
CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION,
OR A PLEDGE OF THE CITY'S FULL FAITH AND CREDIT, BUT
SHALL BE SECURED BY AND PAYABLE FROM PLEDGED FUNDS
CONSISTING OF (I) THE PUBLIC SERVICE TAX REVENUES
DERIVED FROM THE LEVY AND COLLECTION BY THE CITY OF A
PUBLIC SERVICE TAX AND (II) THE COMMUNICATIONS SERVICES
TAX REVENUES DERIVED FROM THE LEVY AND COLLECTION BY
THE CITY OF A COMMUNICATIONS SERVICES TAX; PROVIDING
FOR THE ISSUANCE OF THE FIRST TWO SERIES OF SUCH
OBLIGATIONS IN AN AGGREGATE PRINCIPAL AMOUNT NOT
EXCEEDING EIGHT MILLION SIX HUNDRED THOUSAND DOLLARS
($8,600,000), TO BE DESIGNATED AS THE CITY OF OPA-LOCKA,
FLORIDA TAX-EXEMPT CAPITAL IMPROVEMENT REVENUE AND
REFUNDING NOTE, SERIES 2015A AND TAXABLE CAPITAL
IMPROVEMENT REVENUE NOTE, SERIES 2015B, RESPECTIVELY;
PROVIDING FOR THE PROCEEDS OF THE 2015A NOTE, TOGETHER
WITH OTHER LEGALLY AVAILABLE FUNDS, TO BE USED TO (I)
FINANCE A PORTION OF THE COSTS OF ACQUIRING AN OFFICE
BUILDING AND RELATED SITE IN THE CITY, A PORTION OF
WHICH BUILDING WILL BE USED FOR CITY ADMINISTRATION
AND A PORTION OF WHICH WILL BE LEASED TO THIRD PARTIES,
(II) FINANCE CERTAIN COSTS OF RENOVATING AND EQUIPPING
THE PORTION OF THE OFFICE BUILDING TO BE USED FOR CITY
ADMINISTRATION, (III) RETIRE THE CITY'S CAPITAL
IMPROVEMENT REVENUE NOTE, SERIES 2014 CURRENTLY
OUTSTANDING IN THE PRINCIPAL AMOUNT OF $84,000, AND (IV)
PAY CERTAIN COSTS OF ISSUANCE RELATING TO THE 2015A
NOTE, ALL AS SHALL BE MORE FULLY SET FORTH IN A SERIES
ORDINANCE; PROVIDING FOR THE PROCEEDS OF THE 2015B
NOTE, TOGETHER WITH OTHER LEGALLY AVAILABLE FUNDS, TO
BE USED TO (I) FINANCE THE BALANCE OF THE COSTS OF
ACQUIRING SAID OFFICE BUILDING AND RELATED SITE IN THE
CITY; (II) PAY CERTAIN MOVING COSTS ASSOCIATED WITH
RELOCATING THE CITY'S ADMINISTRATIVE FUNCTIONS TO THE
OFFICE BUILDING; AND (III) PAY CERTAIN COSTS OF ISSUANCE
OF THE 2015B NOTE, ALL AS SHALL BE MORE FULLY SET FORTH
IN A SERIES ORDINANCE; PROVIDING FOR THE ISSUANCE OF
ADDITIONAL OBLIGATIONS AND REFUNDING OBLIGATIONS
UNDER CERTAIN CONDITIONS; PROVIDING FOR THE CREATION
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OF CERTAIN FUNDS AND ACCOUNTS; PROVIDING FOR
SEVERABILITY; PROVIDING AN EFFECTIVE DATE.
WHEREAS, on December 11, 2013 the City enacted Ordinance No. 13-40 (the "Prior
Bond Ordinance") which provides, generally, for a pledge of the Pledged Funds to Obligations
issued under the Prior Bond Ordinance to finance CIP Improvements and the Series 2013 Project
(as such capitalized terms are defined in the Prior Bond Ordinance); and
WHEREAS, on May 28, 2014, the City enacted Ordinance No. 14-04 as a Series
Ordinance (as defined in the Prior Bond Ordinance) pursuant to which it issued its not exceeding
$8,500,000 Capital Improvement Revenue Note, Series 2014 (the "2014 Note") to finance,
together with other legally available funds, the "Series 2013 Project" (which was re-designated
by Ordinance No. 14-04 as the "Series 2014 Project"), consisting of the acquisition, construction,
improvement and equipping of a City administration building and related facilities on a site
within the City owned by the City and the payment of working capital costs relating thereto, to
the extent permitted by the Code; and
WHEREAS, the Series 2014 Project was intended to provide permanent administration
facilities for the City, which currently occupies leased space from which it conducts City
business; and
WHEREAS, the 2014 Note contemplated that advances would be obtained thereunder
from City National Bank of Florida, as the lender with respect to the 2014 Note (the "Lender"),
in an amount not exceeding $8,500,000; and
WHEREAS, the City anticipated using the total amount available to be advanced under
the 2014 Note as the principal source of funds for paying the costs of the 2014 Project; and
WHEREAS, subsequent to the issuance of the 2014 Note, the City conducted a public
proposal process to solicit proposals from qualified contractors to construct the 2014 Project; and
WHEREAS, pursuant to such process, the City received only one response, which
proposed a construction cost well in excess of the total amount available to be advanced under
the 2014 Note; and
WHEREAS, prior to issuing the 2014 Note, the City had been involved in preliminary
discussions to acquire an office building and related site in the City (the "Town Center One
Building") for the City's administration facilities, but determined for a variety of reasons,
including the-then proposed purchase price, to pursue construction of a City-owned building
instead; and
WHEREAS, in view of the results of the proposal process relating to construction of a
City administration building, the City has evaluated other alternatives to enable it to obtain
permanent administration facilities for the City, in lieu of constructing the same; and
WHEREAS, the City was able to negotiate a significantly reduced purchase price to
acquire the Town Center One Building and related site, compared to the purchase price
contemplated at the time it first explored such acquisition; and
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WHEREAS, the City has determined that the purchase of the Town Center One Building
and related site provides the best alternative for the City to obtain permanent administration
facilities and, accordingly, approved and entered into a written purchase agreement with the
current owner of the Town Center One Building (the "Purchase Agreement"), which provides for
the City to acquire the Town Center One Building and related site, subject to the terms and
conditions of the Purchase Agreement; and
WHEREAS, the City contemplates that it will use a portion of the Town Center One
Building for its administration functions, including providing City Commission chambers, and
that the balance of the Town Center One Building will be leased to third parties, including
existing tenants; and
WHEREAS, as of the date hereof, principal advances aggregating $84,000 have been
advanced and are outstanding under the 2014 Note; and
WHEREAS, the Lender has submitted a term sheet to the City that provides for the
Lender to loan to the City an amount not exceeding $8,600,000, to be evidenced by the 2015
Notes (hereinafter defined) to finance costs related to the acquisition of the Town Center One
Building and related site, as well as costs related to renovating and equipping the portions of the
Town Center One Building to be used solely for City purposes, costs associated with moving
City-related administrative functions into the Town Center Once Building, costs associated with
the issuance of the 2015 Notes, and costs associated with refinancing the outstanding principal
amount of the 2014 Note; and
WHEREAS, subject to the terms and conditions of a Series Ordinance relating thereto,
the 2015 Notes will be issued as (i) the City's Tax-Exempt Capital Improvement Revenue and
Refunding Note, Series 2015A (the "2015A Note"), the proceeds of which will be used, together
with other legally available funds, to (1) finance a portion of the costs of acquiring the Town
Center One Building and related site (estimated to be approximately 38% of such costs); (2) pay
costs associated with renovating and equipping the portions of the Town Center One Building to
be used solely for City administration-related purposes); (3) retire the outstanding principal
amount of the 2014 Note; and (4) pay certain costs of issuance of the 2015A Note (collectively,
the "2015A Project"); and (ii) the City's Taxable Capital Improvement Revenue Note, Series
2015B (the "2015B Note"), the proceeds of which will be used, together with other legally
available funds, to (1) finance the balance of the portion of the costs of acquiring the Town
Center One Building and related site not financed by the 2015A Note and other legally available
funds of the City; (2) pay costs associated with moving City-related administrative functions into
the Town Center One Building; and (3) pay costs of issuance of the 2015B Note (collectively,
the "2015B Project" and, together with the 2015A Project, the "Series 2015 Project"); and
WHEREAS, the City also has a capital improvement plan, as adopted from time to time
(the "CIP"), which provides for the acquisition, construction, improvement and equipping of
various public improvements (the "CIP Improvements"); and
WHEREAS, the City is authorized by the Act (hereinafter defined) to incur indebtedness
of the City for the purpose of financing the Cost of the Series 2015 Project and CIP
Improvements from time to time; and
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WHEREAS, the City Commission of the City (the "City Commission") hereby finds
and determines that it is necessary and in the best interest of the City, and that it serves a valid
paramount public and municipal purpose, to acquire the Town Center One Building and that it
serves a valid paramount public and municipal to authorize the issuance of the 2015 Notes to
finance, together with other legally available funds, the Series 2015 Project, all as shall be more
fully provided in a Series Ordinance relating to the 2015 Notes; provided, however the 2015
Notes will only be issued contemporaneously with, and conditioned upon, the City's acquisition
of the Town Center One Office Building and related site in accordance with the Purchase
Agreement and the payment in full of the outstanding principal amount of the 2014 Note,
together with interest accrued and unpaid thereon; and
WHEREAS, the 2015 Notes will be secured by the Pledged Funds (hereinafter defined),
as more fully provided for herein; and
WHEREAS, because the 2015 Notes will be the only Obligations outstanding hereunder
at the time of issuance thereof, the 2015 Notes will be issued without being required to meet the
test for issuing Additional Obligations or Refunding Obligations under the Prior Bond
Ordinance; and
WHEREAS, in addition to the 2015 Notes, the City hereby desires to provide for the
future issuance, subject to subsequent approval of the City Commission, of one or more Series of
Additional Obligations to finance CIP Improvements and Refunding Obligations to refinance the
Series 2015 Project and refinance CIP Improvements, and to pledge for the payment of such
Obligations the Pledged Funds, as and to the extent provided herein; and
WHEREAS, in order to provide for the financing and refinancing of the Series 2015
Project, to provide for the Pledged Funds to secure the 2015 Notes issued to finance the Series
2015 Project, and to provide for the Pledged Funds to secure Obligations (hereinafter defined), if
any, hereafter issued to finance and refinance CIP Improvements, it is necessary to amend and
restate the Prior Bond Ordinance hereby, such amendment and restatement to be effective upon
the payment in full of the outstanding principal amount of the 2014 Note and all accrued and
unpaid interest thereon, as more fully provided in Section 1215 hereof; and
WHEREAS, the City Commission desires herein to officially declare its intent to use
proceeds of the 2015 Notes to reimburse expenditures paid with respect to the Series 2015
Project prior to issuance of 2015 Notes, as a prerequisite to a portion of the proceeds of the
2015A Note being treated as used for reimbursement purposes for purposes of section 1.150-2 of
the Federal income tax regulations; and
WHEREAS, in order to provide for the foregoing, the City desires to amend and restate
the Prior Bond Ordinance hereby:
NOW, THEREFORE, BE IT ENACTED BY THE CITY COMMISSION OF THE
CITY OF OPA-LOCKA, FLORIDA:
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ARTICLE I
DEFINITIONS
Section 101. Incorporation of Recitals. The City Commission hereby finds and
determines and does hereby incorporate as part of this Ordinance the matters set forth in the
foregoing recitals.
Section 102. Meaning of Words and Terms. In addition to words and terms elsewhere
defined in this Ordinance, the following words and terms as used in this Ordinance shall have the
following meanings, unless some other meaning is plainly intended:
"Accountant" means a firm of independent certified public accountants at the time
serving as such pursuant to this Ordinance.
"Act" shall mean the Constitution and laws of the State of Florida, including particularly,
Chapter 166, Florida Statutes, the City Charter and other applicable provisions of law.
"Additional Obligations" means any Obligations issued at any time under the provisions
of Section 209 of this Ordinance.
"Amortization Requirements" shall mean the amounts required to be deposited in the
Principal and Interest Account for any Series of Obligations for the purpose of redeeming prior
to their maturity and paying at their maturity the Term Obligations of any Series issued pursuant
to this Ordinance, the specific amounts and times of such deposits to be set forth or provided for
in the Series Ordinance with respect to such Series of Obligations.
"Annual Budget" means the budget or budgets, as amended and supplemented from time
to time, prepared by the City for each Fiscal Year in accordance with the laws of the State.
"Bond Counsel" means the firm or firms selected by the City to serve as bond counsel,
which firm or firms are nationally recognized on the subject of and qualified to render approving
legal opinions on the issuance of municipal bonds.
"Book-Entry Obligations" and "Obligations in Book-Entry Form" means Obligations
which are subject to a Book-Entry System.
"Book-Entry System" or "Book-Entry-Only-System" means a system under which either
(a) certificates are not issued and the ownership of obligations is reflected solely by the Register,
or (b) physical certificates in fully registered form are issued to a securities depository or to its
nominee as Registered Owner, with the certificated obligations held by and "immobilized" in the
custody of such securities depository, and under which records maintained by Persons, other than
the Registrar, constitute the written record that identifies the ownership and transfer of the
beneficial interests in those Obligations.
"Business Day" means any day, other than a Saturday or Sunday, on which commercial
banks are open for business in the State and in New York, New York and on which the New
York Stock Exchange is open.
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"CIP" means the City's capital improvement plan, as adopted from time to time, which
provides for the acquisition, construction, improvement and equipping of various public
improvements.
"CIP Improvements" means, collectively, the public improvements in the City's then-
current CIP.
"City" means the City of Opa-Locka, Florida.
"City Attorney" means the City Attorney of the City or any Assistant City Attorney
designated by the City Attorney to act on the City Attorney's behalf or any person succeeding to
the principal functions of the office.
"City Clerk" means the City Clerk of the City or any Deputy City Clerk designated by the
City Clerk to act on the City Clerk's behalf or any person succeeding to the principal functions
of the office.
"City Charter" shall mean the City Charter of the City of Opa-Locka, Florida, as
amended and supplemented.
"City Commission" means the City Commission of the City.
"City Manager" means the City Manager, or any Assistant City Manager designated by
the City Manager to act on the City Manager's behalf, or the officer or officers succeeding to the
principal functions of that office.
"Code" means the Internal Revenue Code of 1986, as amended from time to time. Each
reference to a section of the Code herein shall be deemed to include the United States Treasury
Regulations proposed or in effect thereunder and applied to Obligations which are issued as Tax-
Exempt Obligations or the use of proceeds thereof, and also includes all amendments and
successor provisions unless the context clearly requires otherwise.
"Communications Services Tax" means the communications services tax imposed
pursuant to ordinance of the City, the Act (including specifically Section 166.201, Florida
Statutes, as amended), Section 202.19, Florida Statutes and other applicable law. Any fees,
commissions, charges or taxes established pursuant to the laws of the State or ordinances of the
City which replace the then existing Communications Services Tax, if any, shall be included in
the definition of Communications Services Tax, unless expressly prohibited by law, subject to
any prior lien granted by the City on such replacement fees, commissions, charges or taxes.
"Communications Services Tax Revenues" means the revenues derived by the City
pursuant to the levy and collection of the Communications Services Tax.
"Construction Fund" means the City of Opa-Locka Capital Improvement Revenue
Obligations Construction Fund created and so designated by Section 410 of this Ordinance.
"Continuing Disclosure Certificate" shall have the meaning ascribed thereto in Section
609 hereof.
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"Cost" or "Costs" means, with respect to all or a portion of the Series 2015 Project and
CIP Improvements, as applicable, to be financed by a Series of Obligations, all costs authorized
to be paid from the Construction Fund established pursuant to this Ordinance to the extent
permitted under the laws of the State. It is intended that this definition be broadly construed to
encompass all costs, expenses and liabilities of the City related to the Series 2015 Project and
CIP Improvements, which on the date of this Ordinance or in the future shall be permitted to be
funded with the proceeds of the applicable Series of Obligations pursuant to the laws of the
State, including any costs of the City incidental to the acquisition, construction, and equipping of
the Series 2015 Project and CIP Improvements, the cost of any indemnity and surety bonds and
premiums on allowed insurance during construction, interest on the applicable Series of
Obligations prior to, during and for not exceeding one year after the completion of the Series
2015 Project or CIP Improvements, as applicable, financed by a Series of Obligations,
engineering, architectural and project management expenses, legal fees and expenses, costs of
audits, fees and expenses of the fiduciaries and financial consultants and costs of financing,
administrative and general overhead, including the costs of any Credit Facility and/or Reserve
Account Credit Facility for the applicable Series of Obligations, the costs of issuing the
applicable Series of Obligations, the costs of keeping accounts and making reports required by
this Ordinance prior to commencement of operation of such Series 2015 Project or CIP
Improvements, amounts, if any, required by this Ordinance to be paid into any fund or account
established under this Ordinance upon the issuance of a Series of Obligations, payments when
due (whether at the maturity of principal or the due date of interest or upon redemption) on any
indebtedness of the City (other than Obligations) incurred for such Series 2015 Project or CIP
Improvements, costs of machinery, equipment and supplies, and such other expenses as may be
necessary for, or incidental to, the design, development and construction of the Series 2015
Project or CIP Improvements or incurred by the City in connection with the issuance of the
applicable Series of Obligations (including reimbursement to the City for any such items of cost
theretofore incurred or paid by or on behalf of the City).
"Covenant Agreement" means the written agreement, if any, between the City and a
Lender with respect to any Series of Obligations setting forth additional covenants of the City
and other matters relating to such Series of Obligations required by the Lender and authorized by
a Series Ordinance relating to the Series of Obligations that are the subject of the applicable
Covenant Agreement.
"Credit Agreement" means any contract, agreement, or other instrument executed by the
City in connection with obtaining or administering any Credit Facility, Insurance Policy or
Reserve Fund Letter of Credit for any Obligations, including, but not limited to, any
reimbursement agreement, financial guaranty agreement, or standby purchase agreement.
"Credit Bank" means, as to any particular Series of Obligations, the person (other than an
Insurer) providing a Credit Facility.
"Credit Facility" means, as to any particular Series of Obligations, a letter of credit, a line
of credit or another credit enhancement or liquidity facility provided by a Credit Bank (other
than an Insurance Policy issued by an Insurer).
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"Current Interest Obligations" means Obligations the interest on which is payable on the
Interest Payment Dates provided therefor in or pursuant to the Series Ordinance for such Series
of Obligations.
"Debt Service Fund" means the City of Opa-Locka Capital Improvement Revenue
Obligations Debt Service Fund created and so designated by Section 401 of this Ordinance.
"Debt Service Funding Deficiency" means an insufficiency, whether projected or actual,
in the amount of the Pledged Funds to be received or actually received in a given Fiscal Year to
pay the Principal and Interest Requirements due and payable on an Interest Payment Date in such
Fiscal Year.
"Defeasance Obligations" means, except as otherwise provided in a Series Ordinance or
Covenant Agreement with respect to a Series of Obligations: (a) Government Obligations and (b)
obligations evidencing ownership interests in Government Obligations or in specified portions
thereof(which may consist of specific portions of the principal of or interest in such Government
Obligations).
"Depositary" means one or more banks or trust companies authorized under the laws of
the United States of America or the State to engage in the banking business within the State and
that shall have been designated by the City as a depositary of money pursuant to the provisions
of this Ordinance.
"Dissemination Agent" means the entity, if any, designated by the City to serve as its
disclosure dissemination agent for purposes of the Rule.
"Fiduciary" means the Paying Agent, the Registrar and any Depositary or any or all of
them, as may be appropriate; when the City itself serves as Registrar and/or Paying Agent,
"Fiduciary" shall mean the City and the Person or Persons acting on behalf of the City.
"Finance Director" means the Finance Director of the City or any person designated to
act on the Finance Director's behalf, or the officer or officers succeeding to his/her principal
functions.
"Financial Advisor" means First Southwest Company, LLC and any other individual or
entity appointed by the City to serve as its financial advisor in connection with the Obligations.
"Fiscal Year" means the 12-month period constituting the fiscal year of the City.
"Fitch" means Fitch Ratings, its successors and assigns, and if such entity no longer
performs the functions of a securities rating agency, "Fitch" shall refer to any other nationally
recognized securities rating agency designated by the City.
"Government Obligations" means direct obligations of the United States of America, or
obligations the timely payment of the principal of and interest on which are unconditionally
guaranteed by, the United States of America (including bonds, notes and other obligations).
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"Holder," "Owner," or "Registered Owner" means a person in whose name an
Obligation (or one or more Predecessor Obligation) is registered in the registration books
provided for in Section 206 of this Ordinance.
"Insurance Policy" means, as to any one or more Series of Obligations, a policy of
municipal bond insurance, financial guaranty insurance, or similar credit enhancement facility
provided by an Insurer.
"Insurer" means, as to any one or more Series of Obligations, the Person undertaking to
insure such Obligations by means of an Insurance Policy, which Person shall be a municipal
bond insurer whose senior debt obligations ranking pari passu with its obligations under such
Insurance Policy are rated at the time such Insurance Policy is issued in any of the three highest
rating categories of the Rating Agencies (without regard to subcategories within rating
categories).
"Interest Payment Date" means, when used with reference to any Obligations, the dates
specified in or pursuant to the Series Ordinance for such Obligations, on which interest is stated
to be due thereon, and any date on which interest becomes due thereon on account of the early
redemption thereof or on account of the happening of an event which, under the terms of such
Obligation,requires a payment of interest to be made thereon.
"Investment Obligations" means, except as otherwise required by a Credit Facility Issuer
or provided in the Covenant Agreement with respect to a Series of Obligations, any investment
authorized under the laws of the State of Florida or by resolution or ordinance of the City;
provided, however, that high risk investments permitted by any resolution or ordinance of the
City shall not be included in the definition of Investment Obligations for purposes of this
Ordinance.
"Lender" means, with respect to a Series of Obligations, the financial institution or
institutions that are the Registered Owners of the Obligations.
"Mayor" means the Mayor of the City or in his absence or inability to perform the Vice
Mayor of the City or any person succeeding to the principal function of the office of Mayor.
"Maximum Principal and Interest Requirement" means, as of any particular date of
calculation, the greatest amount of Principal and Interest Requirements for the then current or
any future Fiscal Year.
"Moody's" means Moody's Investors Service Inc., its successors and assigns, and if such
entity no longer performs the functions of a securities rating agency, "Moody's" shall refer to
any other nationally recognized securities rating agency designated by the City.
"Obligations" means, collectively, any obligations issued under the provisions of
Sections 208, 209 and 210 of this Ordinance.
"Outstanding" means all Obligations that have been authenticated and delivered by the
Registrar under this Ordinance except:
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(a) Obligations paid or redeemed or delivered to or acquired by the Registrar for
cancellation;
(b) Obligations deemed to be paid under the provisions of this Ordinance; and
(c) Obligations in exchange for or in lieu of which other Obligations have been
authenticated and delivered under this Ordinance;
provided, however, that in determining whether the Holder of the requisite principal amount of
Outstanding Obligations has given any request, demand, authorization, direction, notice, consent
or waiver hereunder, Obligations owned by the City shall be disregarded and deemed not to be
Outstanding, except that, in determining whether any Fiduciary hereunder shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent or waiver, only
Obligations that such Fiduciary knows to be so owned shall be so disregarded.
"Paying Agent" means, as to any particular Series of Obligations, the banks or trust
companies, either within or without the State, designated or provided for in the Series Ordinance
for such Series of Obligations, which shall perform such functions as Paying Agent; provided,
however, the City, acting by and through the Finance Director, may serve as Paying Agent.
"Person" means and includes an association, unincorporated organization, a corporation,
a partnership, a joint venture, a business trust, or a government or an agency or a political
subdivision thereof, or any other public or private entity, or a natural person.
"Pledged Funds" means (i) the Communications Services Tax Revenues, (ii) the Public
Service Tax Revenues, and (iii) all investment income in the funds and accounts established
under this Ordinance, except for the Rebate Fund; provided, however, that amounts on deposit in
or to the credit of a Reserve Account within the Reserve Fund shall constitute Pledged Funds for,
and secure, only the particular Series of Obligations for which such Reserve Account is
established.
"Predecessor Obligations" of any particular Obligation means every previous Obligation
evidencing all or a portion of the same debt as that evidenced by such particular Obligation. For
purposes of this definition, any Obligation authenticated and delivered under Section 211 of this
Ordinance in lieu of a mutilated, destroyed, stolen or lost Obligation shall be deemed to evidence
the same debt as the mutilated, destroyed, stolen or lost Obligation.
"Principal and Interest Account" means the Principal and Interest Account created within
the Debt Service Fund and so designated by Section 401 of this Ordinance.
"Principal and Interest Requirements" means the respective amounts which are required
in each Fiscal Year to provide:
(i) for paying the interest on all such Obligations then Outstanding;
(ii) for paying the principal of Serial Obligations then Outstanding; and
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(iii) for paying the Amortization Requirements, if any, for all Term Obligations then
Outstanding for such Fiscal Year.
For purposes of computing (i), (ii) and (iii) above, any principal, interest or Amortization
Requirements due on the first day of the following Fiscal Year shall be deemed due in the
preceding Fiscal Year.
The following rules shall apply in determining the amount of the Maximum Principal and
Interest Requirement for any Fiscal Year:
(A) If all or a portion of the principal of or interest on a Series of Obligations is
payable from funds irrevocably set aside or deposited for such purpose, together
with projected earnings thereon, as determined by an Accountant, to the extent
such earnings are projected to be from Investment Obligations, such principal or
interest shall not be included in determining Principal and Interest Requirements.
(B) If all or any portion of the interest or principal due or coming due on Obligations
is paid or expected to be paid from cash subsidy payments or other similar
payments made or expected to be made by the United States Treasury or other
federal or state governmental entity to or on behalf of the City, the amount of
interest or principal so paid or expected to be paid shall not be included in
determining Principal and Interest Requirements.
(C) In the case of a Series of Obligations with a maturity of more than twelve (12)
months after the date of issuance of which more than twenty-five percent (25%)
of the outstanding principal amount shall or may come due in any one year by
maturity (and not otherwise subject to mandatory sinking fund redemption or an
agreed schedule of optional redemption) or by optional redemption or purchase as
contractually agreed by the City in a Covenant Agreement or Purchase Agreement
with respect to such Series of Obligations, the principal of such Obligations shall
be deemed to be amortized to require substantially equal annual installments of
principal and interest over a term equal to the lesser of twenty (20) years or the
actual term of such Obligations at the interest rate per annum thereof.
"Public Service Tax" means the public service tax imposed pursuant to ordinance of the
City, the Act (including specifically Section 166.231, Florida Statutes, as amended), and other
applicable law. Any fees, commissions, charges or taxes established pursuant to the laws of the
State or ordinances of the City which replace the then existing Public Service Tax, if any, shall
be included in the definition of Public Service Tax, unless expressly prohibited by law, subject to
any prior lien granted by the City on such replacement fees, commissions, charges or taxes.
"Public Service Tax Revenues" means the revenues derived by the City pursuant to the
levy and collection of the Public Service Tax.
"Purchase Agreement" means, with respect to any Series of Additional Obligations or
Refunding Obligations, the Purchase Agreement between the City and the initial purchasers of
the Additional Obligations or Refunding Obligations approved under the Series Ordinance
authorizing the issuance of such Additional Obligations or Refunding Obligations.
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"Rating Agency(ies)" means, S&P, Moody's and Fitch, but only to the extent that each
such entity then has at the request of the City a rating in effect on Obligations issued and
Outstanding under this Ordinance.
"Rebate Amount" means the amount of any rebate or penalty in lieu of rebate which is
payable under Section 148(f) of the Code in connection with Tax-Exempt Obligations.
"Rebate Fund" means the City of Opa-Locka Capital Improvement Revenue Obligations
Rebate Fund created and so designated by Section 401 of this Ordinance.
"Record Date" means the record date or dates established for the Obligations of such
Series in or as provided for in the Series Ordinance for such Obligations.
"Refunding Obligations" means the Obligations authorized pursuant to Section 210 of
this Ordinance.
"Register" means the registration book or books maintained by the Registrar for the
Obligations.
"Registrar" means, as to any particular Series of Obligations, a bank or trust company,
either within or without the State of Florida, designated as such in the Series Ordinance for such
Series of Obligations, which shall perform such functions as Registrar; provided, however, the
City may designate itself, acting by and through the Finance Director, to serve as Registrar. If
the City has designated itself, acting by and through the Finance Director, to serve as Registrar
for a Series of Obligations, any reference in this Ordinance to the "principal corporate trust
office," "designated corporate trust office" or "principal office" of the Registrar with respect to
such Series of Obligations shall mean the office of the Finance Director, located in the City of
Opa-Locka.
"Reserve Account" means the Reserve Account, if any, established within the Reserve
Fund for a Series of Obligations secured by the Reserve Fund, as provided in the Series
Ordinance for such Series of Obligations.
"Reserve Fund" means the City of Opa-Locka Capital Improvement Revenue Obligations
Reserve Fund created and so designated by Section 401 of this Ordinance; provided, however,
that each particular Series of Obligations issued under this Ordinance shall be secured by the
Reserve Fund only to the extent that the Series Ordinance corresponding to such Series of
Obligations expressly so provides and, in each such case, a separate Reserve Account shall be
established within the Reserve Fund for each such Series of Obligations.
"Reserve Fund Insurance Policy" means the insurance policy, surety bond or other
evidence of insurance deposited to the credit of the Reserve Fund or any account thereof in lieu
of or in partial substitution for cash or securities on deposit therein, which policy, bond or other
evidence of insurance constitutes an unconditional senior obligation of the issuer thereof. The
issuer thereof shall be a municipal bond insurer whose senior debt obligations ranking pari passu
with its obligations under such policy, bond or other evidence of insurance are rated at the time
of deposit of such policy, bond or other evidence of insurance to the credit of the Reserve Fund
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or any account thereof in any of the three highest rating categories of the Rating Agencies
(without regard to subcategories within rating categories).
"Reserve Fund Letter of Credit" means the irrevocable, transferable letter of credit
deposited to the credit of the Reserve Fund or any account thereof in lieu of or in partial
substitution for cash or securities on deposit therein, which letter of credit constitutes an
unconditional senior obligation of the issuer thereof. The issuer of such letter of credit shall be a
banking association, bank or trust company or branch thereof whose senior debt obligations
ranking pari passu with its obligations under such letter of credit are rated at the time of deposit
of the letter of credit to the credit of the Reserve Fund or any account thereof in any of the three
highest rating categories of the Rating Agencies (without regard to subcategories within rating
categories).
"Rule" means Rule 15c2-12, as amended, prescribed by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934.
"Serial Obligations" means the Obligations that are stated to mature in consecutive
annual installments and that are so designated or provided for in a Series Ordinance.
"Series" means all of the Obligations authenticated and delivered on original issuance as
a separate Series of Obligations or any Obligations thereafter authenticated and delivered in lieu
of or in substitution for such Obligations pursuant to Article II hereof.
"Series Reserve Fund Requirement" means, for any Series of Obligations, to the extent
that the Series Ordinance for such Series of Obligations expressly provides that such Series of
Obligations is to be secured by the Reserve Fund or an account therein, the amount stipulated in
the Series Ordinance as the Series Reserve Fund Requirement for such Series of Obligations or,
if such Obligations are Tax-Exempt Obligations, any lesser amount as may be necessary in order
to preserve the exclusion of interest on the Tax-Exempt Obligations of such Series from gross
income for federal income tax purposes, as provided in the corresponding Series Ordinance;
provided, however, that where more than one Series of Obligations are issued simultaneously, all
such Series of Obligations which are issued as Tax-Exempt Obligations may be treated as one
Series of Obligations hereunder for purposes of computing the Series Reserve Fund Requirement
therefor and any Series of Obligations issued as Taxable Obligations may be treated as a separate
Series of Obligations hereunder for purposes of computing the Series Reserve Fund Requirement
therefor.
"Series Ordinance" means as to any Series of Obligations, the ordinance or ordinances of
the City providing for the authorization, sale and issuance of such Series of Obligations
authorized to be issued under Section 208, Section 209 or Section 210 hereof; provided,
however, that a Series Ordinance may provide that the terms of a particular Series of Obligations
shall be set forth in the related Obligations or the Covenant Agreement or Purchase Agreement
for such Series of Obligations and/or in a City Manager's certificate establishing the terms of
such Series of Obligations.
"Series 2015 Project" shall have the meaning set forth in the recitals to this Ordinance.
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"S&P" means Standard & Poor's Ratings Services, a business of Standard & Poor's
Financial Services LLC, its successors and assigns, and if such entity no longer performs the
functions of a securities rating agency, "S&P" shall refer to any other nationally recognized
securities rating agency designated by the City.
"State" means the State of Florida.
"Subordinated Indebtedness" shall mean bonds, notes or other forms of indebtedness, the
payment of the principal or interest or redemption premium on which are payable solely from the
Communications Services Tax Revenues and/or Public Service Tax Revenues after all payments
on account of the Obligations required by Section 403 of this Ordinance have been made, and
which is designated as Subordinated Indebtedness by the City Commission in the ordinance
authorizing the issuance of such indebtedness.
"Tax Revenues Fund" means the Fund required to be established pursuant to Section 401
hereof.
"Taxable Obligations" means Obligations the interest on which is not intended at the time
of the issuance thereof to be excluded from the gross income of the Holders thereof for federal
income tax purposes.
"Tax-Exempt Obligations" means Obligations the interest on which is excludable from
the gross income of the Holders thereof for federal income tax purposes.
"Term Obligations" means that portion of any Obligations which are stated to mature on
one date in a calendar year and which shall be subject to mandatory redemption by operation of
an Amortization Requirement.
"Town Center One Building" shall have the meaning ascribed thereto in the recitals in
this Ordinance.
"2015A Note" shall have the meaning ascribed thereto in the recitals in this Ordinance.
"2015B Note" shall have the meaning ascribed thereto in the recitals in this Ordinance.
"2015 Notes" means, collectively, the Obligations generally authorized by Section 208 of
this Ordinance (being the 2015A Note and the 2015B Note), the proceeds of which, together
with other available moneys, will be used as set forth herein and the applicable Series Ordinance.
"2015A Project" shall have the meaning ascribed thereto in the recitals in this Ordinance.
"2015B Project" shall have the meaning ascribed thereto in the recitals in this Ordinance.
Section 103. Interpretations. Unless the context shall otherwise indicate, the words
"Obligation", "owner", "holder" and "person" (whether or not such words are capitalized) shall
include the plural as well as the singular number, the word "person" means any individual,
corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof, and the words
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"holder," and "registered owner" (whether or not such words are capitalized) when used herein
with respect to Obligations issued hereunder shall mean the Holder or registered owner, as the
case may be, of Obligations at the time issued and Outstanding hereunder. The word "may" shall
mean "may, but shall not be required to" and the word "including" shall mean "including,
without limitation."
Any reference to a section or provision of the Constitution of the State, or to a section,
provision or chapter of the Florida Statutes, or to any statute of the United States of America, or
to any ordinance or resolution of the City, includes that section, provision or chapter as amended,
modified, revised, supplemented or superseded from time to time; provided, that no amendment,
modification, revision, supplement or superseding section, provision or chapter shall be
applicable solely by reason of this paragraph, if it constitutes in any way an impairment of the
rights or obligations of the City, the Holders or any Credit Bank, Insurer, the Obligations or any
other instrument or document entered into in connection with any of the foregoing, including,
without limitation, any alteration of the obligation to pay Principal and Interest'Requirements in
the amount and manner, at the times, and from the sources provided in this Ordinance, except as
permitted herein.
Section 104. Ordinance Constitutes Contract. In consideration of the acceptance of the
Obligations authorized to be issued hereunder by those who shall own the same from time to
time, this Ordinance and any Series Ordinance adopted pursuant hereto shall be deemed to be
and shall constitute a contract between the City and such Holders, 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 Obligations, all of which shall be of equal rank
and without preference, priority, or distinction of any of the Obligations over any other thereof
except as expressly provided therein and herein.
[END OF ARTICLE I]
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ARTICLE II
DETAILS OF OBLIGATIONS; ISSUANCE OF OBLIGATIONS
Section 201. Limitation on Issuance of Obligations. No Obligations may be issued under
the provisions of this Ordinance except in accordance with the provisions of this Article.
Section 202. Form of Obligations. Except to the extent provided in Section 1001(f)
hereof, all definitive Obligations are issuable as fully registered Obligations in substantially the
form set forth in Exhibit "A" hereto, and in denominations as set forth herein or in the applicable
Series Ordinance or in any supplemental ordinance adopted in accordance with this Ordinance.
All Obligations may have endorsed thereon such legends or text as may be necessary or
appropriate to conform to any applicable rules and regulations of any governmental authority or
of any securities exchange on which the Obligations may be listed or any usage or requirement
of law with respect thereto.
Section 203. Details of Obligations. The City may issue Obligations hereunder in the
form of Current Interest Obligations bearing interest at fixed rates and as Tax-Exempt
Obligations or Taxable Obligations, all as provided in or pursuant to the applicable Series
Ordinance. Each Obligation shall be issued as part of a Series of Obligations, shall be dated,
shall have such Interest Payment Dates, shall bear interest from such date or dates and at such
rate or rates until the maturity thereof, payable on such Interest Payment Dates, and shall be
stated to mature (subject to the right of prior redemption), all as provided in, or pursuant to, the
applicable Series Ordinance.
Unless otherwise provided in the applicable Series Ordinance pursuant to which each
Series of Obligations is issued, each Obligation shall bear interest from the Interest Payment
Date next preceding the date on which it is authenticated unless it is (i) authenticated upon any
Interest Payment Date in which event it shall bear interest from such Interest Payment Date or
(ii) authenticated before the first Interest Payment Date in which event it shall bear interest from
its date; provided, however, that if at the time of authentication of any Obligation interest is in
default, such Obligation shall bear interest from the date to which interest has been paid.
Unless otherwise provided in the applicable Series Ordinance, the Obligations shall be
executed with the signatures or facsimile signatures of the Mayor and the City Manager shall be
attested with the manual or facsimile signature of the City Clerk and a facsimile of the official
seal of the City shall be impressed or imprinted thereon.
In case any officer whose signature or a facsimile of whose signature shall appear on any
Obligations shall cease to be such officer before the delivery of such Obligations, such signature
or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if such
person had remained in office until such delivery, and also any Obligations may bear the
facsimile signatures of, or may be signed by, such persons as at the actual time of the execution
of such Obligations shall be the proper officers to sign such Obligations although at the date of
such Obligations such persons may not have been such officers.
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Both the principal of and the interest on the Obligations shall be payable in any coin or
currency of the United States of America which is legal tender on the respective dates of
payment thereof for the payment of public and private debts. Unless otherwise provided herein
or in the applicable Series Ordinance, the principal of all Obligations shall be payable at the
principal or designated corporate trust office of the Registrar upon the presentation and surrender
of such Obligations as the same shall become due and payable.
Except to the extent otherwise provided as to any Series of Obligations in the applicable
Series Ordinance, interest on any Obligation is payable on any Interest Payment Date by check
or draft mailed to the person in whose name that Obligation (or one or more Predecessor
Obligations) is registered at the close of business on the Record Date for such Interest Payment
Date; provided, however, that the Holder of Obligations in an aggregate principal amount of at
least $1,000,000 shall be entitled to have interest paid by wire transfer to such Holder to the bank
account number on file with the Paying Agent, upon written request to the Paying Agent
received prior to the Record Date preceding any Interest Payment Date, which written request
shall specify the bank (which shall be a bank within the continental United States) and bank
account number to which interest payments are to be wired. Any such request for interest
payments by wire transfer shall remain in effect until rescinded or changed by written notice to
the Paying Agent received prior to the Record Date preceding any Interest Payment Date.
Section 204. Authentication of Obligations. Only such Obligations as shall have
endorsed thereon a certificate of authentication duly executed by the Registrar shall be entitled to
any benefit or security under this Ordinance. No Obligation shall be valid or obligatory for any
purpose unless and until such certificate of authentication on the Obligation shall have been duly
executed by the Registrar and such certificate of the Registrar upon any such Obligation shall be
conclusive evidence that such Obligation has been duly authenticated and delivered under this
Ordinance. The Registrar's certificate of authentication on any Obligation shall be deemed to
have been duly executed if signed by an authorized signatory of the Registrar, but it shall not be
necessary that the same signatory sign the certificate of authentication on all of the Obligations
that may be issued hereunder at any one time.
Section 205. Exchange of Obligations. Obligations, upon surrender thereof at the
principal office of the Registrar, together with an assignment duly executed by the Holder or
such Holder's attorney or legal representative in such form as shall be satisfactory to the
Registrar, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal
amount of Obligations of the same Series and maturity, of any denomination or denominations
authorized by this Ordinance and bearing interest at the same rate as the registered Obligations
surrendered for exchange.
Section 206. Registration of Transfer of Obligations. The Registrar shall keep books for
the registration, exchange and registration of transfer of Obligations as provided in this
Ordinance. The Registrar shall evidence acceptance of the duties, obligations and
responsibilities of Registrar by execution of the certificate of authentication on the Obligations.
The transfer of any Obligation may be registered only upon the books kept for the
registration of transfer of Obligations upon surrender of such Obligation to the Registrar,
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together with an assignment duly executed by the Holder or such Holder's attorney or legal
representative in such form as shall be satisfactory to the Registrar.
Upon any such exchange or registration of transfer, the City shall execute (in the manner
provided in Section 203 hereof) and the Registrar shall authenticate and deliver in exchange for
such Obligation a new registered Obligation or Obligations, registered in the name of the
transferee, of any denomination or denominations authorized by this Ordinance, in the aggregate
principal amount equal to the principal amount of such Obligation surrendered, of the same
Series and maturity and bearing interest at the same rate.
In all cases in which Obligations shall be exchanged or the transfer of Obligations shall
be registered hereunder, the City shall execute (in the manner provided in Section 203 hereof)
and the Registrar shall authenticate and deliver at the earliest practicable time Obligations in
accordance with the provisions of this Ordinance. All Obligations surrendered in any such
exchange or registration of transfer shall forthwith be cancelled by the Registrar. No service
charge shall be made for any registration of transfer or exchange of Obligations, but the City and
the Registrar may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or exchange of
Obligations. Except as provided in a Series Ordinance, the Registrar shall not be required (i) to
register the transfer of or to exchange Obligations during a period beginning at the opening of
business fifteen (15) days before the day of mailing of a notice of redemption of Obligations
under this Ordinance and ending at the close of business on the day of such mailing or (ii) to
register the transfer of or to exchange any Obligation so selected for redemption in whole or in
part.
Matters relating to the transfer of ownership of any Series of Obligations shall be subject
to any further restrictions or limitations set forth in the Series Ordinance relating to such Series
of Obligations.
Section 207. Ownership of Obligations. The City, any Paying Agent and the Registrar,
and any other agent of the City, may treat the person in whose name any Obligation is registered
on the books of the City kept by the Registrar pursuant to Section 206 hereof as the Holder of
such Obligation for the purpose of receiving payment of principal of and redemption premium, if
any, and interest on such Obligation, and for all other purposes whatsoever, whether such
Obligation be overdue, and, to the extent permitted by law, neither the City, any Paying Agent,
the Registrar nor any such agent shall be affected by any notice to the contrary.
Section 208. Authorization of 2015 Notes. The issuance of the 2015 Notes in an
aggregate principal amount of not exceeding Eight Million Six Hundred Thousand Dollars
($8,600,000) for the principal purpose of financing the Series 2015 Project is hereby generally
authorized, subject to the terms and conditions of the Series Ordinance to be enacted with respect
to the 2015 Notes prior to the issuance thereof. Notwithstanding anything to the contrary herein,
the issuance of the 2015 Notes shall be conditioned upon the City's acquisition of the Town
Center One Office Building and related site in accordance with the Purchase Agreement and the
payment in full of the outstanding principal amount of the 2014 Note, together with interest
accrued and unpaid thereon. The City hereby declares its intent for purposes of section 1.150-2
of the Federal income tax regulations to reimburse Costs of the Series 2015 Project incurred
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prior to the date of issuance of the 2015 Notes, to the extent permitted by the Code, from
proceeds of the 2015 Notes. The maximum principal amount of the 2015A Note is not expected
to exceed $3,501,000.
Section 209. Additional Obligations. In addition to the 2015 Notes authorized under the
provisions of Section 208 of this Article, one or more Series of Additional Obligations of the
City may be issued under and secured by this Ordinance, on a parity as to the pledge of the
Pledged Funds with the Obligations theretofore and hereinafter issued under and secured by this
Ordinance and then Outstanding, subject to the conditions hereinafter provided in this Section
209, from time to time for the purpose of paying all or any part of the Cost of any CIP
Improvements determined in a Series Ordinance to be financed by the issuance of such
Additional Obligations, in each case, not inconsistent with the authorized use of the
Communications Services Tax Revenues and Public Service Tax Revenues. Each such Series of
Additional Obligations issued pursuant to this Section 209 shall be designated as "City of Opa-
Locka, Florida Capital Improvement Revenue [Obligations][Bonds][Notes], Series ," or
such other designation set forth in the Series Ordinance for the issuance of such Additional
Obligations, with the year in which such Series of Additional Obligations is issued inserted in the
foregoing space and, if more than one Series is to be issued in a year, with an appropriate letter
(commencing with "A") inserted after the year to distinguish each Series issued in such year
from the other Series issued in such year.
Before any Additional Obligations shall be issued under the provisions of this Section,
the City Commission shall adopt a Series Ordinance authorizing the issuance of such Additional
Obligations, fixing (or providing for the fixing of) the amount and the details thereof, and
describing in brief and general terms the portions of the CIP Improvements to be constructed or
acquired, which shall be consistent with the authorized uses of the Communications Services Tax
Revenues and Public Service Tax Revenues. The Additional Obligations of each Series issued
under the provisions of this Section shall be dated, shall be stated to mature (subject to the right
of prior redemption as hereinafter set forth) on such date or dates, in such year or years not more
than forty (40) years after the date of issuance of the Additional Obligations, shall bear interest at
such fixed rate or rates, shall have such optional tender features and Credit Facility or Insurance
Policy, shall have such Registrar and Paying Agent, shall be in the form of Current Interest
Obligations and any Term Obligations of such Series shall have such Amortization
Requirements, and may be made redeemable at such times and prices (subject to the provisions
of Article III of this Ordinance), all as may be provided for in, or pursuant to, the Series
Ordinance for such Additional Obligations. Except as to any Credit Facility or Insurance Policy
and as to any difference in the maturities thereof or the rate or rates of interest or the provisions
for redemption and except for such differences, if any, respecting the use of moneys in the
various funds and accounts created herein, such Series of Additional Obligations shall be on a
parity with and shall be entitled to the same benefit and security of this Ordinance as all other
Obligations theretofore or thereafter issued under this Ordinance.
Such Additional Obligations shall be executed in the form and manner hereinabove set
forth, with such changes as may be necessary or appropriate to conform to the provisions of the
Series Ordinance authorizing the issuance of such Additional Obligations, and shall be deposited
with the Registrar for authentication and delivery, but before such Additional Obligations shall
be delivered by the Registrar, there shall be filed with the City Manager the following:
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(a) a copy, certified by the City Clerk, of the Series Ordinance for such Series of
Additional Obligations;
(b) if applicable, a copy, certified by the City Clerk, of the Series Ordinance Holders
enacted or resolution adopted by the City awarding such Additional Obligations, or the Purchase
Agreement specifying the interest rate or rates for such Additional Obligations, and directing the
delivery of such Additional Obligations to or upon the order of the purchasers therein named
upon payment of the purchase price therein set forth (provided that such matters may be set forth
in the Series Ordinance);
(c) a certificate of the Finance Director demonstrating that the percentage derived by
dividing the amount of the Communications Services Tax Revenues and Public Service Tax
Revenues received by the City during any twelve (12) consecutive months in the eighteen (18)
months next preceding the date of delivery of the Additional Obligations then requested to be
delivered, by the Maximum Principal and Interest Requirement, including the Principal and
Interest Requirements with respect to the Additional Obligations then to be delivered, for any
future Fiscal Year is not less than one hundred thirty-five per centum (135%);
(d) an opinion of Bond Counsel to the effect that (i) the Pledged Funds have been
lawfully pledged, to the extent described in this Ordinance, for the payment of the Additional
Obligations, (ii) such Additional Obligations constitute special obligations of the City payable in
accordance with the provisions of this Ordinance and (iii) to the extent that such Additional
Obligations are being issued as Tax-Exempt Obligations, the interest on such Additional
Obligations is excluded from gross income for federal income tax purposes, subject, in each
case, to customary qualifications;
(e) an opinion of the City Attorney to the effect that the issuance of such Additional
Obligations has been duly authorized and that all conditions precedent to the delivery of such
Additional Obligations have been fulfilled; and
(1) a certificate of the Finance Director to the effect that no event of default, as
defined in Section 701 of this Ordinance and no event which with the passage of time, the giving
of notice or both would become an event of default, has occurred within the twelve (12)
consecutive calendar months prior to the date of such certificate and is continuing or, if an event
of default has occurred and is continuing, that such event would be cured as a result of the
issuance of such Additional Obligations.
In determining whether to execute and deliver the certificate mentioned in clause (c) of
this Section 209, if the rate for the Communications Services Tax Revenues and/or Public
Service Tax Revenues shall have been revised, in accordance with applicable law, and such
revision of such rate shall have gone into effect prior to the issuance of such Additional
Obligations, the amount of the Communications Services Tax Revenues and/or Public Service
Tax Revenues which would have been realized during the twelve (12) consecutive month period
(described in (c) above) required to be examined and reported upon in said certificate had such
revised rate gone into effect on the first day of such period may be used by the Finance Director.
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When the documents mentioned above in this Section 209 shall have been filed with the
City Manager and when the Additional Obligations described in the ordinances mentioned in
clauses (a) and (b) of this Section shall have been executed by the City and authenticated by the
Registrar as required by this Ordinance, the Registrar shall deliver such Additional Obligations at
one time to or upon the order of the purchasers thereof, but only upon payment to the Finance
Director of the purchase price of such Additional Obligations. The Finance Director shall be
entitled to rely upon such ordinances as to all matters stated therein.
Simultaneously with the delivery of such Additional Obligations, the Finance Director
shall apply the proceeds of such Additional Obligations, as follows:
(1) deposit the accrued interest, if any, received to the credit of the
Principal and Interest Account;
(2) deposit in the Principal and Interest Account the amount, if any,
equal to the interest on such Additional Obligations to be paid from the
proceeds thereof;
(3) deposit to the credit of a separate Reserve Account in the Reserve
Fund the amount, if any, equal to the Series Reserve Fund Requirement
provided for in the Series Ordinance or the Purchase Agreement relating
to such Additional Obligations; and
(4) apply the balance of such proceeds as provided in the Series
Ordinance for such Additional Obligations.
Section 210. Refunding Obligations. One or more Series of Refunding Obligations of
the City may be issued from time to time under and secured by this Ordinance, subject to the
conditions hereinafter provided in this Section, for the purpose of providing funds for refunding
all or any Obligations of any one or more Series of Obligations then Outstanding or any other
obligation of the City (whether or not such obligation was issued hereunder), including the
payment of any redemption premium thereon and interest that will accrue on such Obligations or
other obligation to the redemption date or stated maturity date or dates, funding any funds and
accounts hereunder and paying any expenses in connection with such refunding and for any
related lawful purpose. Each such Series of Refunding Obligations shall be designated as "City
of Opa-Locka, Florida Capital Improvement Refunding [Obligations] [Bonds][Notes], Series
," with the year in which such Series of Refunding Obligations is issued inserted in the
foregoing space and, if more than one Series is to be issued in a year, with an appropriate letter
(commencing with "A") inserted after the year to distinguish each Series issued in such year
from the other Series issued in such year. Such Refunding Obligations shall be appropriately
designated, shall be dated, shall be stated to mature in such principal amount or amounts, shall
bear interest at a rate or rates not exceeding the maximum rate then permitted by law, may be
secured by an Insurance Policy or a Credit Facility and may be made redeemable at such times
and prices (subject to the provisions of Article III of this Ordinance), all as may be provided for
in, or pursuant to, the Series Ordinance authorizing the issuance of such Series of Refunding
Obligations. Except as to any Credit Facility or Insurance Policy and as to any difference in the
maturities thereof or the rate or rates of interest or the provisions for redemption and except for
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such differences, if any, respecting the use of moneys in the various funds and accounts created
herein, such Series of Refunding Obligations shall be on a parity with and shall be entitled to the
same benefit and security of this Ordinance as all other Obligations theretofore or thereafter
issued under this Ordinance.
Prior to or simultaneously with the authentication and delivery of such Refunding
Obligations by the Registrar to or upon the order of the purchasers thereof or the designated
representative, there shall be filed with the City Manager the following documents and opinions:
(a) a copy, certified by the City Clerk, of the Series Ordinance enacted or resolution
adopted by the City, awarding the sale of such Refunding Obligations to the purchasers thereof
and directing the delivery of such Refunding Obligations to or upon the order of such purchasers
upon payment of the purchase price therein set forth and the accrued interest, if any, thereon;
(b) an opinion of Bond Counsel to the effect that (i) the Pledged Funds have been
lawfully pledged, to the extent described in this Ordinance, for the payment of the Refunding
Obligations, (ii) such Refunding Obligations constitute special obligations of the City payable in
accordance with the provisions of this Ordinance and (iii) to the extent that such Refunding
Obligations are being issued as Tax-Exempt Obligations, the interest on such Refunding
Obligations is excluded from gross income for federal income tax purposes, subject, in each
case, to customary qualifications;
(c) an opinion of the City Attorney to the effect that the issuance of such Refunding
Obligations has been duly authorized and that all conditions precedent to the delivery of such
Refunding Obligations have been fulfilled;
(d) a certificate of the Finance Director to the effect that no event of default, as
defined in Section 701 of this Ordinance and no event which with the passage of time, the giving
of notice or both would become an event of default, has occurred within the twelve (12)
consecutive calendar months prior to the date of such certificate and is continuing or, if an event
of default has occurred and is continuing, that such event would be cured as a result of the
issuance of such Refunding Obligations; and
(e) any additional documents or opinions as Bond Counsel, the initial purchasers of
such Refunding Obligations or their counsel or any Credit Bank or Insurer or its counsel may
reasonably require.
The Registrar, however, shall not deliver such Refunding Obligations unless the City
Manager has also received:
(I) if the Obligations to be refunded do not mature or are not being redeemed on the
date of delivery of the Refunding Obligations, a written verification of an
Accountant that the proceeds (excluding accrued interest) of such Refunding
Obligations, together with any other available money, deposited with a
Depositary, acting as escrow agent solely for the Holders of such Obligations to
be refunded, and the interest that shall accrue upon any Defeasance Obligations
acquired pursuant to clause (II) below of this Section, shall be not less than an
amount sufficient to pay the principal of and the redemption premium, if any, on
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the Obligations to be refunded and the interest that will accrue thereon to the
respective redemption and/or maturity dates, as applicable; and
(II) a certificate of the Finance Director evidencing compliance with the requirements
of Section 209(c) or stating that, assuming the issuance of such Refunding
Obligations and the refunding of the Obligations to be refunded, the Principal and
Interest Requirements for the Refunding Obligations proposed to be issued in
each Fiscal Year through the last Fiscal Year in which the Obligations to be
refunded would otherwise be Outstanding are equal to or less than the Principal
and Interest Requirements which would be due in each such year for the
Outstanding Obligations to be refunded if such refunding did not occur;
After provision for payment of the expenses incident to such refunding, the proceeds of
such Refunding Obligations (including accrued interest) and any other funds made available by
the City shall be applied by the Finance Director simultaneously with the delivery of the
Refunding Obligations as follows:
(1) the accrued interest received as part of the proceeds of such
Refunding Obligations shall be deposited to the credit of the Principal and Interest
Account;
(2) if the Obligations to be refunded do not mature or are not being
redeemed on the date of delivery of the Refunding Obligations, an amount that, together
with the interest that shall accrue on the Defeasance Obligations acquired pursuant to this
clause (2), shall be sufficient to pay the principal of and redemption premium, if any, and
the interest on the Obligations to be refunded hereunder, shall be paid to a Depositary,
acting as escrow agent, for deposit to the credit of a special account, appropriately
designated, to be held in trust for the sole and exclusive purpose of paying such principal,
redemption premium and interest; and money held for the credit of such account shall, as
nearly as may be practicable and reasonable, be invested and reinvested in Defeasance
Obligations that shall mature or be subject to redemption by the holder thereof only at the
option of such holder, at such time or times as shall be necessary or desirable to
effectuate the purpose of such Refunding Obligations as stated in the Series Ordinance
mentioned in clause (a) of this Section;
(3) if the Obligations to be refunded mature or are being redeemed on
the date of delivery of the Refunding Obligations, the amount necessary to pay or redeem
the Obligations shall be applied for such purposes; and
(4) any other amounts shall be applied as provided in the Series
Ordinance providing for the issuance of such Refunding Obligations.
Section 211. Temporary Obligations. Until definitive Obligations are ready for delivery,
there may be executed, and upon request of the City, the Registrar shall authenticate and deliver,
in lieu of definitive Obligations and subject to the same limitations and conditions, typewritten,
printed, engraved or lithographed temporary Obligations, in the form of fully registered
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Obligations, substantially of the tenor of the Obligations set forth in this Ordinance and with
such appropriate omissions, insertions and variations as may be required.
Until definitive Obligations are ready for delivery, any temporary Obligation, if so
provided by the City by ordinance, may be exchanged at the principal or designated corporate
trust office of the Registrar, without charge to the Holder thereof, for an equal aggregate
principal amount of temporary fully registered Obligations of authorized denominations, of like
tenor, of the same maturity and bearing interest at the same rate.
If temporary Obligations shall be issued, the City shall cause the definitive Obligations to
be prepared and to be executed and delivered to the Registrar, and the Registrar, upon
presentation to it at its principal office of any temporary Obligation, shall cancel the same and
authenticate and deliver in exchange therefor at the place designated by the Holder, without
charge to the Holder thereof, a definitive Obligation or Obligations of an equal aggregate
principal amount, of the same maturity and bearing interest at the same rate as the temporary
Obligation surrendered. Until so exchanged, the temporary Obligations shall in all respects be
entitled to the same benefit and security of this Ordinance as the definitive Obligations to be
issued and authenticated hereunder.
Section 212. Mutilated, Destroyed, Stolen or Lost Obligations. In case any Obligation
secured hereby shall become mutilated or be destroyed, stolen or lost, the City shall cause to be
executed, and the Registrar shall authenticate and deliver, a new Obligation of like date and tenor
in exchange and substitution for such mutilated Obligation or in lieu of and in substitution for
such Obligation destroyed, stolen or lost, and the Holder shall pay the reasonable expenses and
charges of the City and the Registrar in connection therewith and, in case of an Obligation
destroyed, stolen or lost, the Holder shall file with the Registrar evidence satisfactory to it and to
the City that such Obligation was destroyed, stolen or lost, and of such Holder's ownership
thereof, and shall furnish the City and the Registrar indemnity satisfactory to them.
Every Obligation issued pursuant to the provisions of this Section in exchange or
substitution for any Obligation that is mutilated, destroyed, stolen or lost shall constitute an
additional contractual obligation of the City, whether the destroyed, stolen or lost Obligation
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits
hereof equally and proportionately with any and all other Obligations duly issued under this
Ordinance. All Obligations shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment of mutilated,
destroyed, stolen or lost Obligations, and shall preclude any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to
the replacement or payment of negotiable instruments or other securities without their surrender.
Section 213. Book-Entry Only System.
(a) The provisions of this Section may be changed or varied with respect to any
Series of Obligations for the purposes of(1) complying with the requirements of any automated
depository and clearinghouse for securities transactions and (2) effectuating any book-entry only
registration and payment system. During any and all times that any Series of Obligations is
registered in the name of any securities depository pursuant to a book-entry only system of
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registration, such securities depository shall for all purposes under this Ordinance be considered
the registered owner of such Obligations and all references herein to the registered owners or
holders shall mean such securities depository. The City, the Paying Agent and the Registrar
shall not have any obligation with respect to any depository participant or beneficial owner of the
Obligations during such time as the Obligations are registered in the name of a securities
depository pursuant to a book-entry only system of registration.
(b) With respect to any Series of Obligations registered in the name of Cede & Co.,
as nominee of DTC, or otherwise held pursuant to a book-entry only system maintained by
another depository, the City, the Registrar and the Paying Agent shall have no responsibility or
obligation to any DTC participant (or any participant of such other depository) or to any
beneficial owner (the `Beneficial Owner") of such Obligations. As to any Series of Obligations
maintained through a book-entry only system, without limiting the immediately preceding
sentence, the City, the Registrar and the Paying Agent shall have no responsibility or obligation
with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC participant (or
any such other depository) with respect to any beneficial ownership interest in such Series of
Obligations, (ii) the delivery to any DTC participant, any Beneficial Owner or any other person,
other than DTC (or any such other depository), of any notice with respect to such Series of
Obligations, including any notice of redemption, or (iii) the payment to any DTC participant, any
Beneficial Owner or any other person, other than DTC (or any such other depository), of any
amount with respect to principal of, redemption premium, if any, or interest on such Series of
Obligations. Notwithstanding any other provision of this Ordinance to the contrary, the City, the
Registrar and the Paying Agent shall be entitled to treat and consider DTC (or any such other
depository) as the absolute owner of such Obligations for the purpose of payment of principal
of, redemption premium, if any, and interest on such Obligations, for the purpose of giving
notices of redemption and other matters with respect to such Obligations, for the purpose of
registering transfers with respect to such Obligations, and for all other purposes whatsoever. The
Paying Agent shall pay all principal of, redemption premium, if any, and interest on such
Obligations only to or upon the order of DTC (or any such other depository then in effect) and all
such payments shall be valid and effective to fully satisfy and discharge the City's obligations
with respect to payment of principal of, redemption premium, if any, and interest on such
Obligations to the extent of the sum or sums so paid. No person other than DTC (or any such
other depository then in effect) shall receive Obligations evidencing the obligation of the City to
make payments of amounts due pursuant to this Ordinance. Upon delivery by DTC (or any such
other depository then in effect) to the City of written notice to the effect that DTC (or any such
other depository then in effect) has determined to substitute a new nominee in place of an
existing nominee, and subject to the provisions in this Ordinance with respect to interest checks
or drafts being mailed to the Registered Owners at the close of business on the Record Date, the
name of the existing nominee in this Ordinance shall refer to such new nominee.
(c) (1) The securities depository may determine to discontinue providing its
services with respect to the Obligations at any time by giving written notice to the City
and the Registrar and discharging its responsibilities with respect thereto under applicable
law.
(2) The City, in its sole discretion and without the consent of any other
person, may terminate the services of a securities depository with respect to a Series of
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Obligations if the City determines that the continuation of the system of book-entry-only
transfers through such securities depository is not in the best interests of the Beneficial
Owners of the Obligations or is burdensome to the City, and shall terminate the services
of such securities depository with respect to the Obligations upon receipt by the City and
the Registrar of written notice from the depository to the effect that it has received
written notice from its participants having interest, as shown in the records of the
depository, in an aggregate principal amount of not less than fifty percent (50%) of the
applicable Series of Obligations that: (i) the depository is unable to discharge its
responsibilities with respect to the Series of Obligations; or (ii) a continuation of the
requirement that all of the Outstanding Series of Obligations be registered in the
registration books kept by the Registrar in the name of the depository's nominee is not in
the best interest of the Beneficial Owners of the Series of Obligations.
(3) Upon the termination of the services of the depository with respect to a
Series of Obligations pursuant to subsection (c)(2)(ii) hereof, or upon the discontinuance
or termination of the services of the depository with respect to a Series of Obligations
pursuant to subsection (c)(1) or subsection (c)(2)(i) hereof after which no substitute
securities depository willing to undertake the functions of the existing depository
hereunder can be found which, in the opinion of the City, is willing and able to undertake
such functions upon reasonable and customary terms, such Series of Obligations shall no
longer be restricted to being registered in the registration books kept by the Registrar in
the name of the depository's nominee. In such event, the City shall issue and the
Registrar shall authenticate obligation certificates as requested by the depository of the
like principal amount in authorized denominations to the identifiable Beneficial Owners
in replacement of such Beneficial Owners' beneficial interest in the Obligations.
(4) Notwithstanding any other provisions of this Ordinance to the contrary, so
long as any Series of Obligations is registered in the name of the depository's nominee,
all payments with respect to the principal of, redemption premium, if any, and interest on
such Obligations and all notices with respect to such Obligations shall be made and
given, respectively, to such depository as provided in the representation letter (or other
similar document required by the depository) of the City and the Registrar addressed to
the depository with respect to such Series of Obligations.
(5) In connection with any notice or other communication to be provided to
Holders pursuant to this Ordinance by the City or the Registrar with respect to any
consent or other action to be taken by Holders, the City or the Registrar, as the case may
be, shall establish a record date for such consent or other action and give the securities
depository notice of such record date not less than fifteen (15) calendar days in advance
of such record date to the extent possible.
[END OF ARTICLE II]
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ARTICLE III
REDEMPTION OF OBLIGATIONS
Section 301. Redemption of Obligations.
(a) The Obligations of each Series issued under the provisions of this Ordinance may
be made subject to mandatory, extraordinary mandatory and optional redemption by the City,
either in whole or in part, and at such times and prices as may be provided for in, or pursuant to,
the Series Ordinance providing for the issuance thereof.
(b) In addition, the Term Obligations of each Series are required to be redeemed to
the extent of the Amortization Requirements, if any, therefor established by, or pursuant to, the
Series Ordinance providing for the issuance thereof.
Section 302. Selection of Obligations to be Redeemed. The Obligations shall be
redeemed only in the minimum denomination authorized hereunder or by the applicable Series
Ordinance or in whole multiples of such minimum denomination, except that if, following any
redemption in part of an Obligation, the remaining principal amount Outstanding would not be
the minimum authorized denomination or a whole multiple thereof, the Obligation shall be
redeemed in full. In selecting Obligations for redemption, the City and the Registrar shall treat
each Obligation as representing the number of Obligations that is obtained by dividing the
principal amount of such Obligation by the minimum denomination authorized by the applicable
Series Ordinance. Except as otherwise provided in this Ordinance or in any Series Ordinance, if
less than all of the Obligations shall be called for redemption, the particular maturity or
maturities of Obligations or portions of Obligations to be redeemed shall be selected by the City
and the particular Obligations of like maturity to be redeemed shall be selected by the Registrar
by such method as the Registrar in its sole discretion deems fair and appropriate.
Section 303. Redemption Notice.
(a) Except as otherwise provided in a Series Ordinance or in a Covenant Agreement
with respect to a Series of Obligations, at least thirty (30) days, but not more than sixty (60)
days, before the redemption date of any Obligations, whether such redemption be in whole or in
part, the City shall cause a notice of any such redemption signed by the Finance Director to be
mailed, first class postage prepaid, to all Holders owning Obligations to be redeemed in whole or
in part and to any Fiduciaries, at their addresses as they appear on the Register maintained by the
Registrar, but any defect in such notice or the failure so to mail any such notice to any Holder
owning any Obligations shall not affect the validity of the proceedings for the redemption of any
other Obligations. Each such notice shall set forth the name of the Obligations or portions
thereof to be redeemed, the date fixed for redemption, the redemption price to be paid, the Series,
and if less than all the Obligations of a Series shall be called for redemption, the maturities of the
Obligations to be redeemed, the CUSIP numbers, the name and address (including contact
person and phone number) of the Fiduciary to which Obligations called for redemption are to be
delivered and, if less than all of the Obligations of any one maturity then Outstanding shall be
called for redemption, the distinctive numbers and letters, if any, of such Obligations to be
redeemed and, in the case of Obligations to be redeemed in part only, the portion of the principal
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amount thereof to be redeemed. If any Obligation is to be redeemed in part only, the notice of
redemption shall also state that on or after the redemption date, upon surrender of such
Obligation, a new Obligation in principal amount equal to the unredeemed portion of such
Obligation and of the same Series and maturity and bearing the same interest rate will be issued.
Any notice as provided herein shall be conclusively presumed to have been duly given, whether
or not the owner of the Obligation receives such notice.
If at the time of mailing of notice of an optional redemption or purchase, the City shall
not have deposited with a Depositary or the Paying Agent moneys sufficient to redeem or
purchase all the Obligations called for redemption or purchase, such notice shall state that it is
subject to the deposit of the redemption or purchase moneys with the Depositary or Paying
Agent, as the case may be, not later than the opening of business on the redemption or purchase
date and, subject to the immediately succeeding paragraph, such notice shall be of no effect
unless such moneys are so deposited.
If the amount of funds deposited with the Depositary or the Paying Agent, as applicable,
for such redemption, or otherwise available, is insufficient to pay the redemption price and
accrued interest on the Obligations so called for redemption on the redemption date, the Paying
Agent shall redeem and pay on such date an amount of such Obligations for which such funds
are sufficient, selecting the Obligations to be redeemed by lot from among all such Obligations
called for redemption on such date, and among different maturities of Obligations in the same
manner as the initial selection of Obligations to be redeemed, and from and after such
redemption date, interest on the Obligations or portions thereof so paid shall cease to accrue and
become payable; but interest on any Obligations or portions thereof not so paid shall continue to
accrue until paid at the same rate as it would have had such Obligations not been called for
redemption.
(b) Except as otherwise provided in a Series Ordinance or in a Covenant Agreement
with respect to a Series of Obligations, in the case of an optional redemption, any notice of
redemption may state that (1) it is conditioned upon the deposit of moneys, in an amount equal to
the amount necessary to effect the redemption, with the Registrar, Paying Agent or a Fiduciary
acting as escrow agent no later than the redemption date or (2) the City retains the right to
rescind such notice on or prior to the scheduled redemption date (in either case, a "Conditional
Redemption"), and such notice and optional redemption shall be of no effect if such moneys are
not so deposited or if the notice is rescinded as described in this subsection. Any such notice of
Conditional Redemption shall be captioned "Conditional Notice of Redemption." Any
Conditional Redemption may be rescinded at any time prior to the redemption date if the Finance
Director delivers a written direction to the Registrar directing the Registrar to rescind the
redemption notice. The Registrar shall give prompt notice of such rescission to the affected
Holders. Any Obligations subject to Conditional Redemption where redemption has been
rescinded shall remain Outstanding, and neither the rescission nor the failure by the City to make
such funds available shall constitute an event of default under this Ordinance. The Registrar
shall give immediate notice to the securities information repositories and the affected Holders
that the redemption did not occur and that the Obligations called for redemption and not so paid
remain Outstanding.
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Section 304. Effect of Calling for Redemption. On the date fixed for redemption, notice
having been mailed in the manner and under the conditions hereinabove stated, provided that
such notice of redemption has not been rescinded as permitted above, the Obligations or portions
thereof called for redemption shall be due and payable at the redemption price provided therefor,
plus accrued interest to such date. If on the date fixed for redemption money or Defeasance
Obligations, or a combination of both, sufficient to pay the redemption price of the Obligations
to be redeemed, plus accrued interest thereon to the date fixed for redemption, are held by a
Depositary in trust for the Holders of Obligations to be redeemed, interest on the Obligations
called for redemption shall cease to accrue after the date fixed for redemption; such Obligations
shall cease to be entitled to any benefits or security under this Ordinance or to be deemed
Outstanding; and the Holders of such Obligations shall have no rights in respect thereof except to
receive payment of the redemption price thereof, plus accrued interest to the date of redemption;
provided, that such notice of redemption has not been rescinded, as permitted above.
Obligations and portions of Obligations for which irrevocable instructions to pay or to call for
redemption on one or more specified dates have been given to the Depositary and the Registrar
in form satisfactory to them shall not thereafter be deemed to be Outstanding under this
Ordinance and shall cease to be entitled to the security of or any rights under this Ordinance,
other than rights to receive payment of the redemption price thereof and accrued interest thereon,
to be given notice of redemption in the manner provided in Section 303, and, to the extent
hereinafter provided, to receive Obligations for any unredeemed portions of Obligations, if
money or Defeasance Obligations, or a combination of both, sufficient to pay the redemption
price of such Obligations or portions thereof, together with accrued interest thereon to the date
upon which such Obligations are to be paid or redeemed, as set forth in Article XI hereof, are
held in separate accounts by the Depositary in trust for the holders of such Obligations.
Section 305. Redemption of Portion of Obligations. If a portion of an Outstanding
Obligation shall be selected for redemption, the Holder thereof or such Holder's attorney or legal
representative shall present and surrender such Obligation to the Registrar for payment of the
principal amount thereof so called for redemption and the redemption premium, if any, on such
principal amount, and the City shall execute and the Registrar shall authenticate and deliver to or
upon the order of such registered owner or such owner's legal representative, without charge
therefor, for the unredeemed portion of the principal amount of the Obligation so surrendered, a
new Obligation of the same Series and maturity and bearing interest at the same rate.
Section 306. Cancellation. Obligations so redeemed, presented and surrendered shall be
cancelled upon the surrender thereof. Obligations so cancelled shall be destroyed by the
Registrar and a certificate of destruction shall be filed with the Finance Director by the Registrar.
[END OF ARTICLE III]
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ARTICLE IV
FUNDS AND ACCOUNTS
Section 401. Funds and Accounts. There are hereby created and designated the "City of
Opa-Locka Capital Improvement Revenue Obligations Debt Service Fund" (the "Debt Service
Fund") and two accounts therein designated the "Principal and Interest Account" (the "Principal
and Interest Account") and the "Expense Account" (the "Expense Account") and the "City of
Opa-Locka Capital Improvement Revenue Obligations Reserve Fund" (the "Reserve Fund")
within which separate accounts (each a "Reserve Account") shall be established for each Series
of Obligations for which a Series Reserve Fund Requirement is established in the corresponding
Series Ordinance. All of such funds and accounts shall be held in trust by the City for the benefit
of the Holders of the Obligations as set forth herein. There is hereby created and designated the
"City of Opa-Locka Capital Improvement Revenue Obligations Rebate Fund" (the "Rebate
Fund"), which fund shall be held by the City for the payment of any required arbitrage rebate in
connection with Tax-Exempt Obligations.
There is hereby created and designated the "City of Opa-Locka Capital Improvement
Revenue Obligations Tax Revenues Fund" (the "Tax Revenues Fund") to be held in trust by the
City for the benefit of the Holders of the Obligations. The City hereby covenants that all
revenues received, collected and derived from the Communications Services Tax Revenues and
Public Service Tax.Revenues in each Fiscal Year will be deposited in or credited to the Tax
Revenues Fund created hereby. All moneys deposited in or credited to the Tax Revenues Fund
shall be held in trust and applied only as provided in this Ordinance, and pending such
application, are hereby pledged as security for the holders of the Obligations until applied, as
provided herein, to a purpose not inconsistent with such pledge.
In addition, the City may create such other funds and accounts as may be provided in a
Series Ordinance as it determines to be necessary or advisable in connection with the issuance of
any Series of Obligations.
Section 402. Funds and Accounts as Trust Funds. All moneys held in the funds and
accounts established in or pursuant to Section 401 of this Article or any subfund or account
established by any Series Ordinance shall be held in trust and, pending the application of such
moneys as hereinafter in this Article provided, such moneys (except for moneys on deposit in the
Rebate Fund) shall be subject to a lien and charge in favor of the Holders, any Credit Banks and
any Insurers.
Section 403. Application of Communications Services Tax Revenues and Public Service
Tax Revenues. The City shall cause the Finance Director to deposit all Communications
Services Tax Revenues and Public Service Tax Revenues, as the same are collected, to the credit
of the City's general or special fund in which such revenues are received and thereafter promptly
transfer the Communications Services Tax Revenues and Public Service Tax Revenues to the
Tax Revenues Fund as needed to make the required deposits for each Series of Obligations; the
City shall then transfer Communications Services Tax Revenues and Public Service Tax
Revenues from such Tax Revenues Fund to the Rebate Fund, the Principal and Interest Account,
the Reserve Fund and the accounts established within said Fund and the Expense Account and
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apply the same to the payment of required arbitrage rebate payments, the interest on and the
principal of the Obligations, the required deposits, if any, to the Reserve Fund and the fees and
expenses payable from the Expense Account, all in accordance with the provisions of this
Section 403 or as otherwise provided in any Series Ordinance. Any balance after meeting the
foregoing requirements as to each Series of Obligations shall be deposited as provided in this
Section 403.On or before the Business Day preceding any date on which arbitrage rebate
payments under the Code are required to be made, the Finance Director shall withdraw moneys
from the Tax Revenues Fund and deposit to the credit of the Rebate Fund such amounts as
directed by the City to make such arbitrage rebate payments hereunder.
On or before the twenty-fifth (25th) day of each month, commencing in the month
immediately succeeding the month in which the 2015 Notes are issued, the Finance Director
shall withdraw from the Tax Revenues Fund an amount equal to the amount then held for the
credit of the Tax Revenues Fund or such lesser amount as shall be required to fund the deposit
requirements set forth in clauses (a), (b), (c) and (d) below, and apply the moneys so withdrawn
to make the following payments and deposits in the following order; provided, however, that the
City may withdraw from the Tax Revenues Fund such greater amounts as it may, in its sole and
absolute discretion, determine to deposit into the funds and accounts described in clauses (a), (b),
(c) and (d)below:
(a) Deposit to the credit of the Principal and Interest Account an amount equal
to one-sixth (1/6th) of the interest becoming due on the Obligations on the next semiannual
Interest Payment Date; provided, however, that the amount so deposited on account of interest in
each month after the delivery of the Obligations of any Series up to and including the month
immediately preceding the first Interest Payment Date thereafter of the Obligations of such
Series shall be that amount that when multiplied by the number of such deposits will be equal to
the amount of interest payable on such Obligations on such first Interest Payment Date less the
amount of any accrued interest paid on such Obligations and deposited to the credit of the
Principal and Interest Account;
(b) Deposit to the credit of the Principal and Interest Account an amount equal
to the sum of (i) one-twelfth (1/12th) of the principal of Serial Obligations that will mature and
become due on the next annual maturity date and (ii) one-twelfth (1/12th) of the Amortization
Requirements that will become due and payable within the next Fiscal Year, such deposits to
commence in such month or to be adjusted in such amounts as will ensure that on the dates such
principal or Amortization Requirements are due and payable sufficient moneys will be on
deposit in the Principal and Interest Account.
Notwithstanding the foregoing provisions, moneys shall not be required to be deposited
to the credit of the Principal and Interest Account (A) pursuant to clause (a) above if the amount
then to the credit thereof is equal to the interest becoming due and payable on the Obligations on
the next Interest Payment Date and (B) pursuant to clause (b) above if the amount then to the
credit thereof is equal to the sum of (i) the principal of Serial Obligations maturing on the next
maturity date and (ii) the Amortization Requirement for such Fiscal Year on account of the Term
Obligations Outstanding.
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If the period between Interest Payment Dates is other than six (6) months or the period
between principal payment dates is other than twelve (12) months, then such monthly deposits
shall be increased or decreased, as appropriate, in sufficient amounts to provide the required
interest amount coming due on the next Interest Payment Date or the principal amount maturing
or Amortization Requirement due on the next principal payment date or redemption date, as
applicable.
(c) Deposit to the credit of the Reserve Fund (or each Account within the
Reserve Fund to the extent that a Reserve Account has been established within the Reserve Fund
for a particular Series of Obligations), without priority of one Account over another, if any,
beginning with respect to each Series of Obligations for which a Series Reserve Fund
Requirement has been established on the twenty-fifth (25th) day of the month in which such
Series of Obligations are delivered to the purchasers thereof, such sums as shall be at least
sufficient to pay an amount equal to one-twelfth (1/12th) of the difference between the amount, if
any, on deposit in the Reserve Fund or Account therein (including any Reserve Fund Insurance
Policy or Reserve Fund Letter of Credit) on the date of issuance of the Series of Obligations and
the increase in the amount required to be held therein due to such Series Reserve Fund
Requirement, if any, for such Series of Obligations and, provided, further, that no payments shall
be required to be made into the Reserve Fund or any Account therein whenever and as long as
the amount deposited therein (including any Reserve Fund Insurance Policy or Reserve Fund
Letter of Credit) shall be equal to all of the Series Reserve Fund Requirements for all Series of
Obligations to which such Reserve Fund or Account therein relates.
Notwithstanding the foregoing provisions, in lieu of or in substitution for the required
deposits, if any, hereunder (including existing deposits) into the Reserve Fund or any Account
therein, the City may cause to be deposited into the Reserve Fund or any Account therein for any
Series of Obligations, a Reserve Fund Insurance Policy or a Reserve Fund Letter of Credit for
the benefit of the holders of the Obligations of such Series in an amount equal to the difference
between the applicable Series Reserve Fund Requirement and the sums to remain on deposit in
the Reserve Fund or any Account therein, after the deposit of such Reserve Fund Insurance
Policy or Reserve Fund Letter of Credit, if any, which Reserve Fund Insurance Policy or Reserve
Fund Letter of Credit shall be payable or available to be drawn upon, as the case may be (upon
the giving of notice as required thereunder), on any Interest Payment Date on which a deficiency
exists with respect to the applicable Series of Obligations which cannot be cured by all moneys
in any Fund or Account, including the applicable Account, if any, in the Reserve Fund
hereunder, held pursuant to this Ordinance and available for such purpose. If a disbursement is
made under a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, the City shall be
obligated to either reinstate the maximum limits of such Reserve Fund Insurance Policy or
Reserve Fund Letter of Credit within twelve (12) months following such disbursement or to
deposit into the Reserve Fund or applicable Account therein, as provided in the next paragraph,
funds in the amount of the disbursements made under such Reserve Fund Insurance Policy or
Reserve Fund Letter of Credit, or a combination of such alternatives.
In the event that any moneys shall be withdrawn from the Reserve Fund or any Account
therein for payments into the Principal and Interest Account, such withdrawals shall be
subsequently restored in the manner described in the first paragraph of this clause (c) from the
Communications Services Tax Revenues and Public Service Tax Revenues available after all
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required payments have been made into the Principal and Interest Account, including any
deficiencies for prior payments, unless restored by the reinstatement of the maximum limits of a
Reserve Fund Insurance Policy or Reserve Fund Letter of Credit (without priority of one
Account over another Account, if any).
In the event that a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit shall
be drawn upon, the principal portion of the related payment obligations to the issuer of such
Reserve Fund Insurance Policy or Reserve Fund Letter of Credit shall be paid after all required
payments have been made to the Principal and Interest Account, including any deficiencies for
prior payments, in accordance with the terms of any agreement between the City and such issuer,
on a parity and on a pro-rata basis with all other obligations payable under this clause (c) to other
issuers of any Reserve Fund Letter of Credit or Reserve Fund Insurance Policy and cash funding
requirements to the different Accounts established for each Series of Obligations but prior to
making any cash deposit to the Account to which such Reserve Fund Insurance Policy or
Reserve Fund Letter of Credit relates, provided that such Reserve Fund Insurance Policy or
Reserve Fund Letter of Credit is reinstated in the amount of such payment concurrently with the
receipt of such payment by the issuer thereof.
(d) Any balance remaining after satisfying the requirements of clauses (a), (b)
and (c) above shall be deposited to the credit of the Expense Account in an amount sufficient to
pay (i) the fees, interest and other amounts owing any issuer of a Reserve Fund Insurance Policy
or Reserve Fund Letter of Credit, (ii) any fees and expenses of Fiduciaries coming due in such
month and any other administrative fees and expenses coming due in such month with respect to
Obligations and (iii) any costs of issuance of a Series of Obligations that remain to be paid.
(e) Any such balance remaining in the Tax Revenues Fund after making the
withdrawals and satisfying the requirements mentioned in clauses (a), (b), (c) and (d) above shall
be deposited to pay principal and interest on Subordinated Indebtedness in the manner provided
in the ordinance authorizing such Subordinated Indebtedness.
If the moneys withdrawn for deposits to the above funds and accounts and for making the
other required payments as above set forth shall not be sufficient to make such deposits and
payments, the requirements in each month thereafter for each of the above deposits and
payments for which the required monthly deposit or payment has not been made shall be
cumulative and the amount of any deficiency in any such monthly deposit or payment shall be
added to the amount otherwise required to be deposited in each month thereafter until such time
as such deficiency shall have been extinguished.
Unless otherwise provided in a Series Ordinance or a Covenant Agreement with respect
to a Series of Obligations, the balance, if any, remaining to the credit of the Tax Revenues Fund
after making the withdrawals and fully satisfying all the monthly deposit requirements
mentioned in clauses (a), (b), (c), (d) and (e) above shall be withdrawn in each month and
deposited to the City's general or special revenue fund from which such moneys were originally
withdrawn and the amounts so transferred shall no longer be subject to the lien and pledge of this
Ordinance.
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Section 404. Application of Moneys in Principal and Interest Account. The City shall on
the Business Day immediately preceding each Interest Payment Date withdraw from the moneys
then on deposit in the Principal and Interest Account and deposit amounts sufficient to pay the
Principal and Interest Requirements on all Outstanding Obligations then due and payable on such
Interest Payment Date in trust with the Paying Agent or Paying Agents and cause the Paying
Agent or Paying Agents to remit by mail to each Holder the amounts required for paying the
interest on the Obligations on such Interest Payment Date and on or before each principal
payment date withdraw from the moneys then on deposit in the Principal and Interest Account
and set aside in trust with the Paying Agent or Paying Agents the amounts required to pay the
principal or Amortization Requirements of the Obligations due on such principal payment date.
To the extent moneys in the Principal and Interest Account for the payment of principal or
Amortization Requirements of the Obligations are in excess of the amount required for payment
of Obligations theretofore matured or called for redemption, said moneys may be used by the
Paying Agent, at the direction of the City, to purchase Obligations maturing or subject to
redemption from Amortization Requirements on the next succeeding principal payment date at a
purchase price not exceeding the principal amount thereof, or to the extent said moneys are in
excess of the amount required for payment of the Obligations theretofore matured or called for
redemption and the total amount of principal scheduled to become due either at maturity or as a
result of Amortization Requirements on the next succeeding principal payment date, to purchase
any other Obligations; provided further that no such purchase shall be made within the period of
forty-five (45) days immediately preceding an Interest Payment Date on which the Obligations
are subject to call for redemption under the provisions of this Ordinance except from moneys
other than moneys set aside or deposited for the redemption of Obligations. Upon the purchase
of Term Obligations, the City shall direct the Paying Agent as to any credit against future
Amortization Requirements for such Term Obligations.
In the case of Obligations secured by a Credit Facility, amounts on deposit in the
Principal and Interest Account may be applied as provided in the applicable Series Ordinance to
reimburse the Credit Bank for amounts drawn under such Credit Facility to pay the principal of
and redemption premium, if any, and interest on such Obligations secured by such Credit
Facility. In connection with any Series of Obligations, the City may establish separate
subaccounts within the Principal and Interest Account.
Section 405. Application of Moneys in Reserve Fund. Unless otherwise provided in
the Series Ordinance for a Series of Obligations for which a Series Reserve Fund Requirement
has been established, not later than the fifth (5th) Business Day prior to each Interest Payment
Date for any Series of Obligations then Outstanding for which a Series Reserve Fund
Requirement has been established pursuant to the corresponding Series Ordinance, the City shall
(i) transfer from the Reserve Fund or the corresponding Account therein if any, to the Principal
and Interest Account, or (ii) draw upon any corresponding Reserve Fund Insurance Policy or
Reserve Fund Letter of Credit in accordance with their terms,
(a) if such Interest Payment Date is not a principal payment date, the amount,
if any, required to increase the amount then held to the credit of the Principal and Interest
Account for the payment of interest on such Series of Obligations to an amount equal to the
amount of interest scheduled to become due on such date with respect to such Series of
Obligations; and
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(b) if such Interest Payment Date is also a principal payment date, the amount
under (a) above plus the amount, if any, required to increase the amount then held for the credit
of the Principal and Interest Account for the payment of principal of or Amortization
Requirements on such Series of Obligations to an amount equal to the sum of (i) the aggregate
principal amount of the Serial Obligations of such Series of Obligations that will become due
and payable on such date, and (ii) the amount of the Amortization Requirement for the Term
Obligations of such Series of Obligations that will become due and payable on such date.
If the amount transferred from the Reserve Fund or any Account therein to the Principal and
Interest Account pursuant to the foregoing provisions of this Section shall be less than the
amount required to be transferred under such provisions, any amount thereafter deposited to the
credit of the Reserve Fund or such Account shall be immediately transferred to the Principal and
Interest Account as, and to the extent, required to make up any such deficiency.
Moneys in the Reserve Fund and Reserve Fund Insurance Policies and Reserve Fund
Letters of Credit in the Reserve Fund are available to be drawn upon hereunder and are hereby
pledged as security for all Obligations issued hereunder and secured by such Reserve Fund as
provided in the Series Ordinance authorizing the issuance of such Series of Obligations;
provided, however, if an Account has been established in the Reserve Fund for a particular
Series of Obligations, moneys in such Account of the Reserve Fund shall be available to be
drawn upon hereunder and are hereby solely pledged as security for, and shall be used only for
the purpose of making payments of principal of and interest on the Series of Obligations to
which such Account relates and only when all moneys in any other Fund or Account held
pursuant to this Ordinance and available for such purpose pursuant to this Ordinance are
insufficient therefor. Moneys in the Reserve Fund or in each such Account of the Reserve Fund,
as applicable, shall also be used to make payments to the issuers of Reserve Fund Insurance
Policies and Reserve Fund Letters of Credit on deposit in such Fund or Account as described in
clause (c) of Section 403 with respect to any payment obligation to the issuer of such Reserve
Fund Insurance Policy or Reserve Fund Letter of Credit in connection with a draw on such
Reserve Fund Insurance Policy or Reserve Fund Letter of Credit (excluding, however, any
interest obligation that may accrue relating to such draw). All cash on deposit in the Reserve
Fund or in any such Account shall be utilized prior to drawing under a Reserve Fund Insurance
Policy or Reserve Fund Letter of Credit on deposit therein.
Any moneys in the Reserve Fund or any Account therein in excess of the Series Reserve
Fund Requirements for the corresponding Series of Obligations Outstanding shall be transferred
to and deposited in the Principal and Interest Account and allocated to the principal and interest
next coming due on the Series of Obligations giving rise to such excess; provided, however, that
any moneys in the Reserve Fund or any Account therein in excess of the Series Reserve Fund
Requirement for the applicable Series of Obligations Outstanding as a result of the substitution
of a Reserve Fund Insurance Policy or a Reserve Fund Letter of Credit for money on deposit in
such account that represents proceeds of Tax-Exempt Obligations shall be used only to redeem
the applicable Series of Obligations giving rise to such excess at the first date on which such
redemption may be accomplished under the terms of the applicable Series of Obligations or,
upon the City obtaining an opinion of nationally recognized bond counsel to the effect that such
application will not adversely affect the tax-exempt status of the related Series of Outstanding
Tax-Exempt Obligations, be used for any other lawful purpose of the City.
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Section 406. Application of Moneys in Expense Account. Moneys held for the credit of
the Expense Account shall be disbursed by the City to pay the fees, interest and other amounts
owing any issuer of a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, the fees
and expenses of any Fiduciaries as they become due and any other administrative fees and
expenses with respect to Obligations, including, without limitation, costs of issuance of a Series
of Obligations, not payable from any other Fund or Account hereunder as they become due.
Section 407. Moneys Held in Trust. All moneys that the Finance Director shall have
withdrawn from the Tax Revenues Fund or shall have received from any other source and set
aside or deposited with the Paying Agents for the purpose of paying any of the Obligations
hereby secured, either at the maturity thereof or by purchase or call for redemption, or for the
purpose of paying interest on the Obligations, shall be held in trust for the respective Holders.
Except as otherwise provided in a Series Ordinance, any moneys that are so set aside or
transferred to the Paying Agents and that remain unclaimed by the Holders for a period of three
(3) years after the date on which such Obligations have become payable shall, upon the written
request of the Finance Director, be paid to the City, or to such successor as may then be entitled
by law to receive the same, and thereafter the Holders shall look only to the City, or to such
successor, as the case may be, for payment and then only to the extent of the amounts so
received, without any interest thereon, and the Paying Agents shall have no responsibility with
respect to such money.
Section 408. Cancellation of Obligations. Except as otherwise provided in the applicable
Series Ordinance, all Obligations paid, redeemed or purchased, either at or before maturity, shall
be delivered to the Registrar when such payment, redemption or purchase is made, and such
Obligations shall be cancelled. The Registrar shall certify to the City and the Credit Banks and
Insurers the details of all Obligations so cancelled. All Obligations cancelled under any of the
provisions of this Ordinance shall be destroyed by the Registrar, which shall execute a certificate
in duplicate, describing the Obligations so destroyed, and one executed certificate shall be filed
with the Finance Director and one executed certificate shall be retained by the Registrar.
Section 409. Disposition of Fund Balances. After provision shall be made for the
payment of all Outstanding Obligations issued under this Ordinance, including the interest
thereon, and for the payment of all other obligations, expenses and charges required to be paid
under or in connection with this Ordinance, the Paying Agent shall remit such amounts in any
Fund and Account then held by it under this Ordinance to the City for use by the City for any
lawful purpose of the City.
Section 410. Construction Fund. (a) In addition to the funds and accounts created
above, there is hereby created and designated the "City of Opa-Locka Capital Improvement
Revenue Obligations Construction Trust Fund" (the "Construction Fund") to be held by the City
under this Ordinance for the purpose of paying all or any part of the cost of the Series 2015
Project and any CIP Improvements financed by Additional Obligations authorized hereunder.
Unless otherwise provided by the applicable Series Ordinance, proceeds of each Series of
Obligations (other than Refunding Obligations) shall be deposited to the credit of the
Construction Fund or any account created therein as provided in, or pursuant to, the Series
Ordinance governing such Series of Obligations and such proceeds shall be applied by the City,
in accordance with the provisions of this Ordinance and the applicable Series Ordinance, and
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pending such application such proceeds shall be held in trust in the Construction Fund subject to
a lien and charge in favor of the Holders, any Credit Banks and Insurers and for the further
security of such parties until such proceeds are applied to the payment of the cost of all or any
portion of the cost of the capital improvements.
(b) Unless otherwise provided in a Series Ordinance, the City shall requisition
payments from the Construction Fund in accordance with standard City practice for the payment
of such amounts or as set forth in the Series Ordinance, including the use of any excess proceeds
of such Obligations in the Construction Fund. Notwithstanding anything to the contrary herein, if
excess proceeds of any Series of Obligations remain on deposit in the Construction Fund
following completion of the Series 2015 Project or any CIP Improvements financed with a Series
of Tax-Exempt Obligations, such excess shall be used only to redeem the applicable Series of
Obligations giving rise to such excess proceeds at the first date on which such redemption may
be accomplished under the terms of the applicable Series of Obligations or, upon the City
obtaining an opinion of nationally recognized bond counsel to the effect that such application
will not adversely affect the tax-exempt status of the related Series of Outstanding Tax-Exempt
Obligations, be used for any other lawful purpose of the City.
[END OF ARTICLE IV]
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ARTICLE V
SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS
Section 501. Security for Deposits. Any and all moneys deposited under the provisions
of this Ordinance shall, to the extent provided herein, be trust funds under the terms hereof and
shall not be subject to any lien or attachment by any creditor of the City other than as provided
herein. Such moneys shall be held in trust and applied in accordance with the provisions of this
Ordinance.
All money deposited with a Depositary, the Registrar or the Paying Agent under this
Ordinance in excess of the amount guaranteed by the Federal Deposit Insurance Corporation or
other federal agency shall be continuously secured, for the benefit of the City and the Holders,
either (a) by lodging with a bank or trust company chosen by the Depositary, the Registrar or the
Paying Agent, as applicable, or if then permitted by law, by setting aside under control of the
trust department of the bank holding such deposit, as collateral security, Government Obligations
or other marketable securities eligible as security for the deposit of trust funds under regulations
of the Comptroller of the Currency of the United States or as public funds under applicable State
law or regulations, having a market value (exclusive of accrued interest) not less than the amount
of such deposit, or (b) if the furnishing of security as provided in clause (a) above is not
permitted by applicable law, then in such other manner as may then be required or permitted by
applicable State or federal laws and regulations regarding the security for, or granting a
preference in the case of, the deposit of trust or public funds; provided, however, that it shall not
be necessary for any Depositary, Registrar or Paying Agent to give security for the deposit of
any money with it for the payment of the principal of or the interest on any Obligations, or for
any Depositary, the Registrar or Paying Agent to give security for any money that shall be
represented by obligations purchased under the provisions of this Article as an investment of
such money unless otherwise required by applicable law.
All money deposited with any Depositary, the Registrar or the Paying Agent under this
Ordinance shall be credited to the particular Fund or Account as provided in this Ordinance.
The designation and establishment of the various Funds, Accounts and subaccounts
established hereunder shall not be construed to require the establishment of any completely
independent, self-balancing funds as such term is commonly defined and used in governmental
accounting, but rather is intended solely to constitute an earmarking of certain revenue for
certain purposes and to establish certain priorities for application of such revenue as herein
provided
Section 502. Investment of Moneys. Moneys held for the credit of all Funds, Accounts
and subaccounts shall be continuously invested and reinvested by the Paying Agent as directed
by the Finance Director or for funds and accounts held by the City by the Finance Director as
more specifically provided herein.
Moneys held for credit of the funds and accounts hereunder, other than the Reserve Fund
and the accounts therein, as nearly as may be practicable, shall be invested and reinvested in
Investment Obligations that shall mature, or that shall be subject to redemption at the option of
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the holder thereof, at the times required and not in any event later than the date, estimated by the
Finance Director, when the moneys therein will be required from time to time for the purposes
intended.
Moneys held for the credit of the Reserve Fund shall be invested and reinvested in
Investment Obligations having an average weighted term to maturity not greater than five years.
Investment Obligations acquired with moneys and credited to any Fund, Account or
subaccount held by or under the control of the City, while so held, shall be deemed at all times to
be part of such Fund, Account or subaccount in which such moneys were originally held, and the
interest accruing thereon and any profit or loss realized upon the disposition or maturity of such
investment shall be credited to or charged against such Fund, Account or subaccount. The
Finance Director or the Paying Agent upon direction of the Finance Director shall sell or cause to
be sold at the best price obtainable or reduce to cash a sufficient amount of such Investment
Obligations whenever it shall be necessary to do so in order to provide moneys to make any
payment or transfer of moneys from any Fund, Account or subaccount.
Whenever a payment or transfer of moneys between two or more of the Funds established
pursuant to Article IV of this Ordinance is permitted or required, such payment or transfer may
be made in whole or in part by transfer of one or more Investment Obligations at a value
determined in accordance with this Article, provided that the Investment Obligations transferred
are those in which moneys of the receiving Fund could be invested at the date of such transfer.
Earnings on amounts in the Funds, Accounts and subaccounts established hereunder,
other than the Reserve Fund, shall be retained, as realized, in such funds and accounts and used
for the purpose of such funds and accounts. Earnings in each Reserve Account of the Reserve
Fund shall be applied as follows: if there was no deficiency in the applicable Reserve Account as
of the most recent date on which amounts on deposit in such Reserve Account were valued, and
if no withdrawals have been made from such Reserve Account since such date which have
created a deficiency, then earnings on the applicable Reserve Account shall be deposited into the
Principal and Interest Account and allocated to the principal and interest next coming due on the
Series of Obligations relating to the Reserve Account giving rise to such earnings.
Notwithstanding the foregoing, prior to any transfers being made pursuant to this paragraph,
transfers shall first be made to the credit of the Rebate Fund in the amount, and to the extent
necessary, so the amount on deposit therein equals the accrued rebate obligation under Section
148(f) of the Code with respect to the Series of Obligations for which the earnings so transferred
relate.
Section 503. Valuation. For the purpose of determining the amount on deposit to the
credit of any Fund, Account or subaccount, obligations in which money in such Fund, Account
or subaccount shall have been invested (other than investment agreements) shall be valued at the
market value thereof(exclusive of accrued interest).
At the end of each Fiscal Year, the Finance Director shall value the Investment
Obligations (except investment agreements) in the Funds, Accounts and subaccounts held
hereunder. Deficiencies in the amount on deposit in any Fund, Account or subaccount on any
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valuation date shall be restored by the City from Communications Services Tax Revenues and
Public Service Tax Revenues no later than the next valuation date.
[END OF ARTICLE V]
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ARTICLE VI
GENERAL COVENANTS AND REPRESENTATIONS
Section 601. Payment of Principal, Interest and Premium; Pledge of Pledged Funds. The
City shall cause to be paid, when due, the principal of (whether at maturity, by call for
redemption or otherwise) and the redemption premium, if any, and the interest on the Obligations
at the places, on the dates and in the manner provided herein and in said Obligations according to
the true intent and meaning thereof.
The Pledged Funds are hereby pledged to the payment of the principal of and redemption
premium, if any, and interest on the Obligations and to the payment of any obligations due Credit
Banks or Insurers secured on a parity with the Obligations, as provided in this Ordinance. The
Obligations are payable solely from Pledged Funds as provided in this Ordinance. The
Obligations issued under this Ordinance shall not be deemed to constitute a pledge of the faith
and credit of the State or of any political subdivision thereof, or the City. Neither the faith and
credit of the State nor the faith and credit of the City are pledged to the payment of the principal
of or redemption premium, if any, or interest on the Obligations, and the issuance of the
Obligations shall not directly or indirectly or contingently obligate the State, or any political
subdivision thereof, or the City to levy any taxes whatever therefor or to make any appropriation
for their payment except from the Pledged Funds to the extent provided for under this Ordinance.
Section 602. Covenant as to Communications Services Tax Revenues and Public Service
Tax Revenues. The City covenants that while any of the Obligations issued under the provisions
of this Ordinance shall be Outstanding it will not take any action or fail to take any action which
might result in a suspension or termination of the receipt of all or any portion of the
Communications Services Tax Revenues and Public Service Tax Revenues and it will take all
appropriate action to keep and maintain each component of the Communications Services Tax
Revenues and Public Service Tax Revenues at the highest possible level permitted by law, to pay
the Principal and Interest Requirements on the Obligations and that, subject to Section 605(a)
hereof, it will not create or permit to be created any charge or lien on the proceeds of the
Communications Services Tax Revenues and Public Service Tax Revenues ranking equally with
or prior to the charge or lien on such proceeds of the Obligations issued under the provisions of
this Ordinance.
Section 603. [Reserved.]
Section 604. Covenant to Perform by the City. The City shall faithfully perform at all
times all of its covenants, undertakings and agreements contained in this Ordinance and in any
Obligation executed, authenticated and delivered hereunder.
Section 605. Covenants with Credit Banks, Insurers, etc.
(a) Subject to the provisions of this Ordinance, the City may make such covenants,
including the granting of a parity or subordinate lien on Communications Services Tax Revenues
and Public Service Tax Revenues to the lien of Obligations hereunder, as the City may in its sole
discretion determine to be appropriate with any Insurer and/or Credit Bank that shall agree to
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insure or to provide for Obligations of any one or more Series credit or liquidity support, which
credit or liquidity support shall enhance the security or the value of such Obligations and thereby
reduce the Principal and Interest Requirements on such Obligations. Such covenants may be set
forth in the applicable Series Ordinance or in any agreement entered into prior to the issuance of
such Obligations with such Credit Bank or Insurer and approved by the City Manager and the
Finance Director, and shall be binding on the City, the Registrar, the Paying Agents and all the
Holders of Obligations the same as if such covenants were set forth in full in this Ordinance.
(b) Subject to the provisions of this Ordinance, the City may make such covenants as
it may in its sole discretion determine to be appropriate with any issuer of a Reserve Fund
Insurance Policy or Reserve Fund Letter of Credit deposited in the Reserve Fund. Such
covenants may be set forth in an ordinance adopted by the City or in any agreement entered into
with such issuer and shall be binding on the City, the Registrar, the Paying Agents and all the
Holders of Obligations the same as if such covenants were set forth in full in this Ordinance.
(c) Subject to the provisions of this Ordinance, the City may make such covenants as
it may in its sole discretion determine to be appropriate with any Lender as set forth in a
Covenant Agreement entered into with such Lender and shall be binding on the City, the
Registrar, the Paying Agents and all the Holders of Obligations the same as if such covenants
were set forth in full in this Ordinance.
(d) All covenants for the benefit of a Credit Bank, Insurer or issuer of a Reserve Fund
Letter of Credit or Reserve Fund Insurance Policy shall remain in full force and effect only for so
long as such Credit Bank, Insurer or issuer has not defaulted in its obligations under the
applicable Credit Facility, Insurance Policy, Reserve Fund Letter of Credit or Reserve Fund
Insurance Policy.
Section 606. No Inconsistent Action. The City covenants that none of the
Communications Services Tax Revenues and Public Service Tax Revenues will be used for any
purpose that is inconsistent with the provisions of this Ordinance and that no contract or
contracts will be entered into or any action taken by it that shall be inconsistent with the
provisions of this Ordinance, except as expressly permitted hereby.
Section 607. Books and Records. The City covenants that it will keep the funds,
accounts or subaccounts established hereunder or under any Series Ordinance separate from all
other funds and accounts of the City, and that it will keep accurate records and accounts of the
Communications Services Tax Revenues and Public Service Tax Revenues and other Pledged
Funds received and the application of the Communications Services Tax Revenues and Public
Service Tax Revenues and other Pledged Funds. Such records and accounts shall be open at all
reasonable times to the inspection of the Holders of the Obligations, authorized representatives
of a Credit Bank and Insurers, to the extent that such Credit Bank or Insurer is providing credit
enhancement.
Section 608. Tax Covenants.
(a) The City will not take any action or omit to take any action which action or
omission would result in inclusion in gross income for federal income tax purposes of interest on
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any Obligations issued as Tax-Exempt Obligations. Particularly, (i) the City will not take any
action or omit to take any action which action or omission would cause any of the Tax-Exempt
Obligations to be "Arbitrage Bonds" within the meaning of Section 148 of the Code; (ii) the City
will not take any action or omit to take any action which would cause any of the Tax-Exempt
Obligations not intended on their date of issuance to be "Private Activity Bonds" within the
meaning of Section 141 of the Code to be "Private Activity Bonds" within the meaning of that
Section; and (iii) the City will not take any action or omit to take any action which would cause
Tax-Exempt Obligations intended on their date of issuance to be "Private Activity Bonds" within
the meaning of Section 141 of the Code not to be "Qualified Bonds" as that term is defined in
said Section. In the event that an adverse determination is made or threatened by the Internal
Revenue Service with respect to any of the matters described in the foregoing clauses (i), (ii) or
(iii), the City shall use its best efforts and undertake all reasonable action in order to vigorously
contest such adverse determination.
(b) The City shall comply with and shall make all calculations required to be made
pursuant to the arbitrage rebate covenants contained in certificates of the City delivered in
connection with the issuance of each Series of Obligations that are issued as Tax-Exempt
Obligations. The City shall make any and all payments required to be made to the United States
Department of the Treasury in connection with each Series of Tax-Exempt Obligations pursuant
to Section 148(f) of the Code from amounts on deposit in the Funds, Accounts and subaccounts
established under this Ordinance and available therefor or from any other legally available
source.
(c) Notwithstanding any other provision of this Ordinance to the contrary, as long as
necessary in order to maintain the exclusion of interest on each Series of Tax-Exempt
Obligations from gross income for federal income tax purposes, the covenants contained in this
Section shall survive the payment of such Series of Tax-Exempt Obligations, including any
payment or defeasance thereof pursuant to this Ordinance.
Section 609. Covenant to Provide Continuing Disclosure.
For the benefit of the Holders and beneficial Owners from time to time of each Series of
Obligations subject to the Rule (which shall not apply to the 2015 Notes), the City agrees, in
accordance with the Rule, to provide or cause to be provided such financial information and
operating data, financial statements and notices, in such manner, as may be required for purposes
of paragraph (b)(5) of the Rule. The commitment formed, collectively, by this paragraph and
each Continuing Disclosure Certificate, shall be the City's continuing disclosure agreement for
purposes of the Rule, and its performance shall be subject to the availability of revenues to meet
costs the City would be required to incur to perform it. Failure to comply with this Section 609
shall not be an event of default under Article VII hereof; provided, however, that the Holders of
not less than 25% in aggregate principal amount of Obligations Outstanding subject to the Rule
and to which the applicable Continuing Disclosure Certificate relates may proceed to enforce this
Section 609.
The City Manager and/or Finance Director are further authorized and directed to establish
procedures in order to ensure compliance by the City with its continuing disclosure undertakings,
including the timely provision of information and notices. Prior to making any filing in
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accordance with any such undertaking, the City Manager and/or Finance Director may consult
with, as appropriate, the City Attorney, or Bond Counsel. The City Manager and/or Finance
Director, acting in the name and on behalf of the City, shall be entitled to rely upon any legal
advice provided by the City Attorney or Bond Counsel in determining whether a filing should be
made.
[END OF ARTICLE VI]
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ARTICLE VII
EVENTS OF DEFAULT AND REMEDIES
Section 701. Events of Default. Each of the following events is hereby declared an
Event of Default, subject to the terms and conditions of a Series Ordinance or a Covenant
Agreement, which may modify this Section 701 with respect to a Series of Obligations to add
additional or more restrictive Events of Default:
(a) payment by the City of any installment of interest on any Obligations shall not be
made when the same shall become due and payable; or
(b) payment by the City of the principal of or the redemption premium, if any, on any
Obligations shall not be made when the same shall become due and payable, whether at maturity
or by proceedings for redemption or pursuant to an Amortization Requirement or otherwise; or
(c) default in the due and punctual performance of any other of the covenants,
conditions, agreements and provisions contained in this Ordinance or any ordinance or Series
Ordinance supplemental hereto and such default shall continue for sixty (60) days after receipt
by the City of a written notice from the Holders of not less than ten percent (10%) in aggregate
principal amount of Obligations then Outstanding specifying such default and requiring the same
to be remedied; provided, however, that no Event of Default under the provisions of this
paragraph (c) shall occur so long as the City is in good faith acting to remedy the default and
such default is curable by such remedial action; or
(d) The City shall: (i) become insolvent or the subject of insolvency proceedings; or
(ii) be unable, or admit in writing its inability, to pay its debts as they mature; or (iii) make a
general assignment for the benefit of creditors or to an agent authorized to liquidate any
substantial amount of its property; or (iv) file a petition or other pleading seeking reorganization,
composition, readjustment or liquidation of assets, or requesting similar relief; or (v) apply to a
court for the appointment of a receiver for any of its assets; or (vi) have a receiver or liquidator
appointed for any of its assets (with or without the consent of the City) and such receiver shall
not be discharged within 90 consecutive days after such receiver's appointment; or (vii) become
the subject of an "order for relief' within the meaning of the United States Bankruptcy Code; or
(viii) file an answer to a creditor's petition admitting the material allegations thereof for
liquidation, reorganization, readjustment or composition or to effect a plan or other arrangement
with creditors or fail to have such petition dismissed within 60 consecutive days after the same
is filed against the City; or
(e) receipt by the City of a written notice from a Credit Bank that following a
drawing for the payment of interest on Obligations (i) the Credit Bank has not been reimbursed
for such drawing under the Credit Facility in accordance with the terms of a reimbursement or
similar agreement, or (ii) any other event of default under such reimbursement agreement has
occurred and is continuing, and as a consequence of either such event the amount available to be
drawn under the Credit Facility will not be reinstated with respect to the payment of interest on
the Obligations secured by such Credit Facility by an amount equal to the amount so drawn
under the Credit Facility.
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The City shall mail to any Credit Bank or Insurer written notice of all events of which it
is aware that either constitute Events of Default under this Ordinance or, upon notice by or to the
City or the passage of time, would constitute Events of Default hereunder within thirty (30) days
after the City shall have notice of the same, provided that the City shall provide immediate notice
to any Credit Bank or Insurer of any Event of Default described in clauses (a) or (b) of this
Section.
Section 702. Acceleration of Maturities.
(a) Subject to the provisions of paragraph (b) below, and subject to the provisions of
a Series Ordinance or Covenant Agreement with respect to a Series of Obligations relating to
acceleration, upon the happening and continuance of any Event of Default specified in Section
701 hereof, then and in every such case the Holders of not less than a majority in aggregate
principal amount of the Obligations then Outstanding may, by a notice in writing to the City,
declare the principal of all of the Obligations then Outstanding (if not then due and payable) to
be due and payable immediately, and upon such declaration the same shall become and be
immediately due and payable, anything contained in the Obligations or this Ordinance to the
contrary notwithstanding; provided, however, that if at any time after the principal of the
Obligations shall have been so declared to be due and payable, and before the entry of final
judgment or decree in any suit, action or proceeding instituted on account of such default, or
before the completion of the enforcement of any other remedy under this Ordinance, moneys
shall have accumulated in the Debt Service Fund sufficient to pay the principal of all matured
Obligations and all arrears of interest, if any, upon all the Obligations then Outstanding (except
the principal of any Obligations not then due and payable by their terms and the interest accrued
on such Obligations since the last Interest Payment Date) and sufficient to satisfy the
Amortization Requirements of the then current Fiscal Year, and the charges, compensation,
expenses, disbursements, advances and liabilities of the Registrar and the Paying Agents and all
other amounts then payable by the City hereunder shall have been paid or a sum sufficient to pay
the same shall have been deposited by the Finance Director with the Paying Agent, and every
other default in the observance or performance of any covenant, condition, agreement or
provision contained in the Obligations or this Ordinance (other than a default in the payment of
the principal of such Obligations then due and payable only because of a declaration under this
Section) shall have been remedied, then and in every such case the Holders of not less than a
majority in aggregate principal amount of the Obligations then Outstanding may, by written
notice to the City, rescind and annul such declaration and its consequences, but no such
rescission or annulment shall extend to or affect any subsequent Event of Default or impair any
right consequent thereon.
(b) Notwithstanding anything in this Article VII, including Section 702(a) hereof, to
the contrary, if an Event of Default with respect to a Series of Obligations takes place that results
in a drawing on the Credit Facility relating to such Series of Obligations, such Event of Default
shall not be waived unless the Credit Facility relating to such Series of Obligations is reinstated.
Section 703. Enforcement of Remedies. Upon the happening and continuance of any
Event of Default specified in Section 701 of this Article, and subject to the provisions of a Series
Ordinance or a Covenant Agreement with respect to a Series of Obligations, then and in every
such case the Holders of not less than twenty-five percent (25%) in aggregate principal amount
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adoption of such supplemental ordinance to be mailed, first class, postage prepaid, to all Holders.
Such notice shall briefly set forth the nature of the proposed supplemental ordinance and shall
state that copies thereof are on file at the City for inspection by all Holders. The City shall not,
however, be subject to any liability to any Holder by reason of its failure to mail the notice
required by this Section, and any such failure shall not affect the validity of such supplemental
ordinance when approved and consented to as provided in this Section.
Whenever, at any time after the date of the first mailing of such notice, the City shall
receive an instrument or instruments in writing purporting to be executed by the Holders of not
less than a majority in aggregate principal amount of Obligations then Outstanding that are
affected by a proposed supplemental ordinance which instrument or instruments shall refer to the
proposed supplemental ordinance described in such notice and shall specifically consent to and
approve the adoption thereof in substantially the form of the copy thereof referred to in such
notice, thereupon, but not otherwise, the City may adopt such supplemental ordinance in
substantially such form, without liability or responsibility to any Holder, whether or not such
Holder shall have consented thereto.
If the Holders of not less than a majority in aggregate principal amount of Obligations
Outstanding that are affected by a proposed supplemental ordinance at the time of the execution
of such supplemental ordinance shall have consented to and approved the adoption thereof as
herein provided, no Holder shall have any right to object to the adoption of such supplemental
ordinance, or to object to any of the terms and provisions contained therein or the operation
thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or
restrain the City from adopting the same or from taking any action pursuant to the provisions
thereof.
Upon the adoption of any supplemental ordinance pursuant to the provisions of this
Section, this Ordinance shall be and be deemed to be modified and amended in accordance
therewith, and the respective rights, duties and obligations under this Ordinance of the City, the
Registrar, and all Holders shall thereafter be determined, exercised and enforced in all respects
pursuant to the provisions of this Ordinance as so modified and amended.
Section 1003. Exclusion of Obligations. Obligations owned or held by or for the account
of the City shall not be deemed Outstanding Obligations for the purpose of any consent or other
action or any calculation of Outstanding Obligations provided for in this Article X, and the City
as Holder of such Obligations shall not be entitled to consent or take any other action provided
for in this Article. At the time of any consent or other action taken under this Article X, the City
shall evidence all Obligations owned or held by or for the account of the City by a certificate
signed by the City Manager describing all Obligations so to be excluded. All such certificates
shall be filed with and maintained by the Finance Director.
Section 1004. Treatment of Credit Bank and Insurer. Notwithstanding any provisions of
this Article to the contrary, for so long as any Credit Facility or Insurance Policy securing any
Obligations hereunder is in effect and the Credit Bank or Insurer, as applicable, is not in default
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of its obligations thereunder, such Credit Bank or Insurer shall be treated as the Holder of such
Obligations for purposes of this Article.
[END OF ARTICLE X]
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ARTICLE XI
DEFEASANCE
Section 1101. Defeasance. If all the Outstanding Obligations shall have been paid as
provided below, and if all amounts due any Credit Banks, Insurers and issuers of Reserve Fund
Letters of Credit and Reserve Fund Insurance Policies shall have been paid in full or provision
for their payment shall have been made satisfactory to such parties, then and in that case the
right, title and interest of the Holders hereunder shall cease, terminate and become void, and such
Obligations shall cease to be entitled to any lien, benefit or security under this Ordinance. In
such event, this Ordinance shall be discharged and released and amounts held in the funds and
accounts created hereunder shall be released to the City for its own purposes.
Except as otherwise provided in a Series Ordinance or a Covenant Agreement with
respect to a Series of Obligations, any Outstanding Obligation shall be deemed to have been paid
within the meaning and with the effect expressed in this Section 1101 when the whole amount of
the principal of and redemption premium, if any, and interest on such Obligation shall have been
paid or when (a) there shall have been deposited with a Depositary, acting as escrow agent solely
for the Holders of such Obligation and other Obligations being defeased and specifically
designated for the purpose of defeasance, moneys in an amount which shall be sufficient, or
Defeasance Obligations the principal of and the interest on which when due will provide
sufficient moneys (as evidenced by a verification report of an Accountant), to pay when due the
principal of and redemption premium, if any, and interest due and to become due on such
Obligations on or prior to the redemption date or maturity date thereof, as the case may be, and
(b) in the event such Obligation does not mature and is not to be redeemed within the next
succeeding sixty (60) days, the City shall have given or cause to be given, as soon as practicable,
a notice to the Holder of such Obligation by first-class mail, postage prepaid, stating that the
deposit of moneys or Defeasance Obligations required by clause (a) of this paragraph has been
made with a Depositary, acting as escrow agent solely for the Holder of such Obligation and
other Obligations being defeased, and that such Obligation is 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 redemption premium, if any, and
interest on such Obligation.
Neither the moneys nor Defeasance Obligations deposited with such Depositary acting as
escrow agent pursuant to this Section nor principal or interest payments on any such obligations
shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment
of the principal of and redemption premium, if any, and interest on said Obligations.
If any portion of the moneys deposited for the payment of the principal of and
redemption premium, if any, and interest on any portion of Obligations is not required for such
purpose, the City may use the amount of such excess free and clear of any trust, lien, security
interest, pledge or assignment securing said Obligations or otherwise existing under this
Ordinance.
Notwithstanding anything to the contrary contained herein or otherwise, amounts paid by
a Credit Bank or Insurer in respect of Obligations shall not be deemed payment of such
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Obligations and said amounts shall continue to be due and owing until paid by the City in
accordance with this Ordinance and the provisions of this Ordinance shall not be discharged until
such payment by the City.
Section 1102. Survival of Certain Provisions. The provisions of this Ordinance which
relate to the maturity of Obligations, interest payments and Interest Payment Dates, optional and
mandatory redemption provisions, Amortization Requirements, exchange, transfer and
registration of Obligations, replacement of mutilated, destroyed, lost or stolen Obligations, the
safekeeping and cancellation of Obligations, non-presentment of Obligations and unclaimed
moneys, required rebate of moneys to the United States of America, the holding of moneys in
trust and the duties of the City and the Fiduciaries in connection with all the foregoing, shall
remain in effect and be binding notwithstanding the release and discharge of this Ordinance. The
provisions of this Article XI shall survive the release, discharge and satisfaction of this
Ordinance.
[END OF ARTICLE XI]
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ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 1201. Effect of Covenants. All covenants, stipulations, obligations and
agreements of the City contained in this Ordinance shall be deemed to be covenants, stipulations,
obligations and agreements of the City to the full extent authorized or permitted by law.
Except as otherwise provided in this Ordinance, all rights, powers and privileges
conferred and duties and liabilities imposed upon the City or upon the City Commission by the
provisions of this Ordinance shall be exercised or performed by the City Commission, or by such
other officers, board, body or commission as may be required by law to exercise such powers or
to perform such duties.
No covenant, stipulation, obligation or agreement herein contained shall be deemed to be
a covenant, stipulation, obligation or agreement of any member of the City Commission or of
any agent, officer or employee of the City in the individual capacity of such agent, officer or
employee, and neither the members of the City Commission of the City nor any agent, officer or
employee of the City nor any official executing the Obligations shall be liable personally on the
Obligations or be subject to any personal liability or accountability by reason of the issuance
thereof.
Section 1202. Successorship of City Officers. In the event that the offices of Mayor,
Finance Director, City Manager or City Attorney shall be abolished or any two or more of such
offices shall be merged or consolidated, or in the event of a vacancy in any such office by reason
of death, resignation, removal from office or otherwise, or by reason of sickness, absence from
the City or otherwise, all powers conferred and all obligations and duties imposed upon such
officer shall be performed by the officer succeeding to the principal functions thereof or by the
officer upon whom such powers, obligations and duties shall be imposed by law.
Section 1203. Successorship of Paying Agent and Registrar. Any bank or trust company
with or into which the Paying Agent or Registrar may be merged or consolidated, or to which the
assets and business of such Paying Agent or Registrar may be sold, shall be deemed the
successor of such Paying Agent or Registrar for the purpose of this Ordinance.
Section 1204. Manner of Giving Notice. Any notice, demand, direction, request or other
instrument authorized or required by this Ordinance to be given to or filed with the City, the
Paying Agent, the Registrar, any Credit Bank or any Insurer shall be deemed to have been
sufficiently given or filed for all purposes of this Ordinance if and when sent by registered mail,
return receipt requested, to the addresses of said parties as set forth below and in, or pursuant to,
the Series Ordinance corresponding to a Series of Obligations.
Any such notice, demand or request may also be transmitted to the appropriate above-
mentioned party by telephone, telex or telecopy and shall be deemed to be properly given or
made at the time of such transmission if, and only if, such transmission of notice shall be
confirmed in writing and sent as specified above.
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The notice address of the City is as follows:
City of Opa-Locka, Florida
3400 NW 135th Street, Building B
Opa-Locka, Florida 32907
Attention: City Manager
The foregoing address of the City may be changed at any time upon written notice of
such change sent by United States registered mail, postage prepaid, to the other parties by the
party effecting the change.
All documents received by the Paying Agent or the Registrar under the provisions of this
Ordinance, or photographic copies thereof, shall be retained in its possession.
Following the delivery of any notice to any Holder of Obligations (or any Beneficial
Owner of Obligations) in an aggregate principal amount of at least $1,000,000 may request from
the Finance Director in writing to receive by mail, first class postage prepaid, a copy of such
notice at an address provided to the City.
Section 1205. Substitute Mailing. If, because of the temporary or permanent suspension
of postal service, the City, the Paying Agent, the Registrar, any Credit Bank or Insurer shall be
unable to mail any notice required to be given by the provisions of this Ordinance, the City, the
Paying Agent, the Registrar, any Credit Bank or Insurer shall give notice in such other manner as
in the judgment of the City, the Paying Agent, the Registrar, any Credit Bank or Insurer shall
most effectively approximate mailing, and the giving of notice in such manner shall for all
purposes of this Ordinance be deemed to be in compliance with the requirement for the mailing
thereof.
Section 1206. Parties Who Have Rights under Ordinance. Except as herein otherwise
expressly provided, nothing in this Ordinance, express or implied, is intended or shall be
construed to confer upon any person, firm or corporation, other than the Holders, any right,
remedy or claim, legal or equitable, under or by reason of this Ordinance or any provision
hereof, this Ordinance and all its provisions being intended to be and being for the sole and
exclusive benefit of the Holders.
Section 1207. Effect of Partial Invalidity. In case any one or more of the provisions of
this Ordinance or of the Obligations shall for any reason be held to be illegal or invalid, such
illegality or invalidity shall not affect any other provisions of this Ordinance or the Obligations.
Section 1208. Florida Law Controls. This Ordinance is enacted with the intent that it
shall be interpreted and construed in accordance with the laws of the State.
Section 1209. No Recourse Against Members, Officers or Employees of City. No
recourse under or upon any statement, obligation, covenant, or agreement contained in this
Ordinance, or in any Obligation hereby secured, or in any Series Ordinance, or in any document
or certification whatsoever, or under any judgment obtained against the City, or by the
enforcement of any assessment, or by any legal or equitable proceeding by virtue of any
constitutional provision or statute or otherwise or under any circumstances, shall be had against
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any member of the City Commission, or any officer or employee or agent of the City, as such,
either directly or through the City or otherwise, for the payment for or to the City or any receiver
thereof, or for or to any Holder or otherwise, of any sum that may be due and unpaid upon any
such Obligation. Any and all personal liability of every nature, whether at common law or in
equity or by statute or by constitution or otherwise, of any such member of the City Commission,
or any officer or employee, as such, to respond by reason of any act or omission on his/her part
or otherwise, for the payment for or to the City or any receiver thereof, or for or to any Holder or
otherwise, of any sum that may remain due and unpaid upon the Obligations hereby secured or
any of them, is hereby expressly waived and released as an express condition of, and in
consideration for, the enactment of this Ordinance and the issuance of the Obligations.
Section 1210. Expenses Payable under Ordinance. All expenses incurred in carrying out
this Ordinance shall be payable solely from funds derived by the City from Communication
Services Tax Revenues and Public Service Tax Revenues. Anything in this Ordinance to the
contrary notwithstanding, the performance by the City of all duties and obligations imposed upon
it hereby, the exercise by it of all powers granted to it hereunder, the carrying out of all
covenants, agreements and promises made by it hereunder, and the liability of the City for all
warranties and other covenants herein shall be limited solely to the City, and from the
Communications Services Tax Revenues and Public Service Tax Revenues and the moneys
attributable to the proceeds of Obligations, or the income from the temporary investment thereof,
and, to the extent herein, the City shall not be required to effectuate any of its duties, obligations,
powers or covenants except from, and to the extent of, such moneys, revenues, proceeds, and
payments.
Section 1211. Payments Due on Sundays and Holidays. Except as otherwise provided in
a Series Ordinance, in any case where the date of maturity of interest on or principal of the
Obligations or the date fixed for redemption of any Obligations shall be a Sunday or a legal
holiday or not a Business Day, then payment of interest or principal and redemption premium, if
any, need not be made on such date but may be made on the next succeeding Business Day with
the same force and effect as if made on the date of maturity or the date fixed for redemption or
the Interest Payment Date and no interest on such payment shall accrue for the period after such
date.
Section 1212. Headings. Any heading preceding the text of the several articles and
sections hereof, and any table of contents or marginal notes appended to copies hereof, shall be
solely for convenience of reference and shall not constitute a part of this Ordinance, nor shall
they affect its meaning, construction or effect.
Section 1213. Further Authority. The officers of the City, members of the City
Commission and other agents or employees of the City are hereby authorized to do all acts and
things required of them by this Ordinance for the full, punctual and complete performance of all
of the terms, covenants and agreements contained in the Obligations, any Covenant Agreement,
any Purchase Agreement, this Ordinance, each Series Ordinance and in any Continuing
Disclosure Certificate.
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Section 1214. Repeal of Inconsistent Ordinances. All ordinances or parts of ordinances
in conflict herewith are hereby repealed to the extent of such conflict, subject to the provisions of
Section 1215.
Section 1215. Effective Date. This Ordinance shall take effect upon the later to occur of
(i) its enactment, and (ii) the payment in full of the outstanding principal amount of the 2014
Note, plus all interest accrued and unpaid thereon, subject to the provisions of Section 208
hereof. In the event this Ordinance becomes effective, the Prior Bond Ordinance shall be of no
further force and effect. In the event this Ordinance does not become effective, the Prior Bond
Ordinance shall remain in full force and effect.
PASSED AND ADOPTED on first reading this 27th day of April, 2015.
PASSED AND ENACTED on second reading this 13th day of May, 2015.
YRA L. TAYLOR
MAYOR
At st to:
�1 '► •
Jo. na Flores
Ci Clerk
Approved as to form and legal sufficiency:
Vincent T. Brown,
The Brown Law Group, LLC,
City Attorney
Moved by: VICE MAYOR HOLMES
Seconded by: COMMISSIONER SANTIAGO
Commission Vote: 5-0
Commissioner Kelley: YES
Commissioner Pinder: YES
Commissioner Santiago: YES
Vice-Mayor Holmes: YES
Mayor Taylor: YES
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EXHIBIT A
OBLIGATION FORM
The text of the Obligations shall be of substantially the tenor set forth below, with such
changes as may be necessary to conform to a Series Ordinance or a Covenant Agreement with
respect to a Series of Obligations.
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF OPA-LOCKA, FLORIDA
[TAXABLE] CAPITAL IMPROVEMENT [REFUNDING] [OBLIGATIONS]
[BONDS][NOTES],
SERIES
No. $
Interest Rate Maturity Date Original Issue Date CUSIP No.
%
Registered Owner:
Principal Amount: Dollars
The City of Opa-Locka, Florida (the "City"), for value received, promises to pay, but
solely from the sources and in the manner hereinafter provided, to the Registered Owner named
above, or registered assigns, on the Maturity Date set forth above (or earlier as hereinafter
referred to) upon presentation and surrender hereof, at the principal office of the City (the
"Registrar" and "Paying Agent") the Principal Amount set forth above in any coin or currency of
the United States of America which on the date of payment thereof is legal tender for the
payment of public and private debts, and to pay in like coin or currency interest on said Principal
Amount on each 1 and 1, commencing , (each an
"Interest Payment Date"), solely from such sources provided in the Ordinance described herein,
from the Interest Payment Date next preceding the date on which this Obligation is authenticated
unless it is (i) authenticated on an Interest Payment Date, in which event from such date, or (ii)
authenticated before the first Interest Payment Date, in which event from its Original Issue Date,
at the Interest Rate set forth above until the Principal Amount hereof is paid. The interest so
payable and punctually paid or duly provided for on any Interest Payment Date, as provided in
the Ordinance hereinafter referred to, will be paid by check mailed to the person in whose name
this Obligation (or one or more Predecessor Obligations, as defined in the Ordinance) is
•
registered at the close of business on the fifteenth (15th) day of the month next preceding such
Interest Payment Date; provided, however, that any registered owner of Obligations in an
aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire
transfer pursuant to the provisions of the Ordinance.
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This Obligation is one of a duly authorized series of Capital Improvement Revenue
Obligations of the City, designated "[Taxable] Capital Improvement [Refunding] [Obligations]
[Notes], Series (the "Obligations"), issued in the aggregate principal amount of
$ under Ordinance No. 15-06 (the "Master Ordinance") enacted by the City on May
13, 2015, as the same may be amended from time to time, as supplemented by a Series
Ordinance relating to the Obligations enacted on , 20 . The Obligations are being
issued to provide funds to: , [fund certain funds and
accounts established under the Ordinance] and pay costs of issuance of the Obligations.
Capitalized terms not otherwise defined herein shall have the meaning ascribed to such terms in
the Ordinance.
The Obligations are limited obligations of the City payable solely from the Pledged
Funds (hereinafter referred to). Neither the faith and credit of the State of Florida nor the faith
and credit of any agency or political subdivision thereof or of the City are pledged to the
payment of the principal of or the interest or redemption premium, if any, on this Obligation.
The issuance of this Obligation shall not directly or indirectly or contingently obligate the State
of Florida or any agency or political subdivision thereof or the City to levy any taxes whatever
therefor or to make any appropriation for their payment except from the funds pledged therefor.
To secure the Obligations, the City has irrevocably pledged the Pledged Funds under the
Ordinance. The Pledged Funds consist of (i) the Communications Services Tax Revenues, (ii)
the Public Service Tax Revenues, and (iii) all investment income in the funds and accounts
established under the Ordinance, except for the Rebate Fund; provided, however, that amounts
on deposit in or to the credit of a Reserve Account within the Reserve Fund shall constitute
Pledged Funds for, and secure, only the particular Series of Obligations for which such Reserve
Account is established. The City has full power and authority to pledge the Pledged Funds to the
payment of the principal of, interest and redemption premium, if any, on the Obligations.
[Indicate whether a Series Reserve Fund Requirement and a Reserve Account is
established for the Series Obligations.]
Reference is made to the Ordinance for a more complete statement of the provisions
thereof and of the rights and duties of the City and the registered owners. Copies of the
Ordinance are on file and may be inspected at the office of the City Clerk. By the purchase and
acceptance of this Obligation, the Registered Owner hereof signifies assent to all of the
provisions of the Ordinance.
This Obligation is issued and the Ordinance was adopted under and pursuant to the
Constitution and laws of the State of Florida.
The Obligations are issuable as fully registered Obligations in the denomination of
$5,000 or any integral multiple thereof[in the principal amount thereof outstanding from time to
time]. At the designated corporate trust office of the Registrar, in the manner and subject to the
limitations and conditions provided in the Ordinance, Obligations may be exchanged for an equal
aggregate principal amount of Obligations of the same Series and maturity, of any authorized
denomination or denominations and bearing interest at the same rate.
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The transfer of this Obligation is registrable by the Registered Owner hereof in person or
by his/her attorney or legal representative at the designated corporate trust office of the Registrar,
but only in the manner and subject to the limitations and conditions provided in the Ordinance
and upon surrender and cancellation of this Obligation. Upon any such registration of transfer,
the City shall execute and the Registrar shall authenticate and deliver in exchange for this
Obligation a new Obligation or Obligations, registered in the name of the transferee, of any
authorized denomination or denominations in an aggregate principal amount equal to the
principal amount of this Obligation, of the same series and maturity and bearing interest at the
same rate. Neither the City nor the Registrar shall be required to make any exchange or
registration of transfer of any Obligation during the fifteen (15) days immediately preceding the
date of the City's giving notice of redemption or purchase or after such Obligation has been
selected for redemption or purchase.
[INSERT REDEMPTION PROVISIONS]
At least thirty (30) days, but not more than sixty days (60) before the redemption date of
any Obligations, whether such redemption is in whole or in part, the City shall cause a notice of
any such redemption signed by the City to be mailed, first class, postage prepaid, to all registered
owners of Obligations to be redeemed in whole or in part, but any defect in such notice or the
failure so to mail any such notice to the registered owners of any Obligation shall not affect the
validity of the proceedings for the redemption of any other Obligations. On the date fixed for
redemption, notice having been mailed in the manner provided in the Ordinance and sufficient
moneys having been deposited with the Paying Agent or other Depositary, the Obligations or
portions thereof called for redemption shall be due and payable at the redemption price provided
therefor, plus accrued interest to such date. If a portion of this Obligation shall be called for
redemption a new Obligation or Obligations in principal amount equal to the unredeemed portion
hereof will be issued to the Registered Owner upon the surrender hereof.
The owner of this Obligation shall have no right to enforce the provisions of the
Ordinance or to institute action to enforce the covenants therein, or to take any action with
respect to any event of default under the Ordinance, or to institute, appear in or defend any suit
or other proceeding with respect thereto, except as provided in the Ordinance.
The Ordinance permits the issuance of Additional Obligations or Refunding Obligations
secured on a parity with the Obligations upon compliance with the conditions contained therein.
Modifications or alterations of the Ordinance, or any ordinance supplemental thereto, may be
made only to the extent and in the circumstances permitted by the Ordinance.
This Obligation is issued with the intent that the laws of the State of Florida shall govern
its construction.
All acts, conditions and things required to happen, exist and be performed precedent to
and in the issuance of this Obligation have happened, exist and have been performed as so
required.
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This Obligation shall not be valid or become obligatory for any purpose or be entitled to
any benefit or security under the Ordinance until it shall have been authenticated by the
execution by the Registrar of the certificate of authentication endorsed hereon.
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22171595.2
IN WITNESS WHEREOF, the City of Opa-Locka, Florida has caused this Obligation to
be executed with the [manual] [facsimile] signature of its Mayor and to bear the signature of its
City Clerk and its official seal to be impressed hereon, this Obligation to be dated this day
of , 20 .
[SEAL] CITY OF OPA-LOCKA, FLORIDA
By:
Mayor
ATTEST:
City Clerk
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22171595.2
CERTIFICATE OF AUTHENTICATION
This Obligation is an obligation issued under the provisions of the within-mentioned
Ordinance.
, Registrar
By:
Authorized Signatory
Date of authentication:
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22171595.2
[Form of Assignment]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
[Please Print or Typewrite Name, Tax Identification Number and
Address of Transferee] the within Obligation, and all rights thereunder, and hereby irrevocably
constitutes and appoints _ attorney to register the transfer of the
within Obligation on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature
NOTICE: The signature to this assignment
must correspond with the name of the
registered Holder as it appears on the face of
the within Obligation in every particular,
without alteration or enlargement or any
change whatsoever.
Signature guaranteed:
(Bank, Trust Company or Firm)
NOTICE: Signatures must be guaranteed
by a member firm of the New York Stock
Exchange or a commercial bank or a trust
company.
(Authorized Officer)
[For DTC Book-Entry Obligations]
Unless this Obligation is presented by an authorized representative of The Depository
Trust Company, New York, New York ("DTC"), to the City or its agent for registration of
transfer, exchange, or payment, and any Obligation issued is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered Holder hereof, Cede & Co., has an interest herein.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of the within
Obligation, shall be construed as though they were written out in full according to applicable
laws or regulations:
TEN COM - as tenants in UNIF GIF MN ACT -
common (Cust.)
TEN ENT - as tenants by the Custodian for
entireties (Minor)
JT TEN - as joint tenants with under Uniform Gifts to Minors Act
right of survivorship of
and not as tenants (State)
in common
Additional abbreviations may also be used though not in the list above.
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of Obligations then Outstanding may proceed to protect and enforce the rights of the Holders
under the laws of the State or under this Ordinance by such suits, actions or special proceedings
in equity or at law, or by proceedings in the office of any board or officer having jurisdiction,
either for the specific performance of any covenant or agreement contained herein or in aid of
execution of any power herein granted or for the enforcement of any proper legal or equitable
remedy, as such Holders shall deem most effectual to protect and enforce such rights.
In the enforcement of any remedy under this Ordinance, the Holders shall be entitled to
sue for, enforce payment of and receive any and all amounts then or during any Event of Default
becoming and remaining due from the City for principal, interest or otherwise under any of the
provisions of this Ordinance or of the Obligations, together with interest on overdue payments of
principal at the rate or rates of interest payable on any Obligations Outstanding and all costs and
expenses of collection and of all proceedings hereunder, without prejudice to any other right or
remedy of the Holders, and to recover and enforce any judgment or decree against the City, but
solely as provided herein, for any portion of such amounts remaining unpaid and interest, costs,
and expenses as above provided, and to collect (but solely from money available for such
purposes), in any manner provided by law, the money adjudged or decreed to be payable.
Section 704. Pro Rata Application of Funds. Anything in this Ordinance to the contrary
notwithstanding, if at any time the moneys in the Principal and Interest Account shall not be
sufficient to pay the interest on or the principal of the Obligations as the same shall become due
and payable (either by their terms or by acceleration of maturities under the provisions of Section
702 hereof), such moneys, together with any moneys then available or thereafter becoming
available for such purpose, whether through the exercise of the remedies provided for in this
Article or otherwise, shall be applied as follows:
(a) If the principal of all the Obligations shall not have become or shall not have been
declared due and payable, all such moneys shall be applied
first: to the payment to the persons entitled thereto of all installments of interest
on the Obligations then due and payable in the order in which such installments
became due and payable and, if the amount available shall not be sufficient to pay
in full any particular installment, then to the payment, ratably, according to the
amounts due on such installment, to the persons entitled thereto, without any
discrimination or preference except as to any difference in the respective rates of
interest specified in the Obligations;
second: to the payment to the persons entitled thereto of the unpaid principal of
any of the Obligations that shall have become due and payable (other than
Obligations called for redemption for the payment of which moneys are held
pursuant to the provisions of this Ordinance), in the order of their dates, with
interest on the principal amount of such Obligations at the respective rates
specified therein from the respective dates upon which such Obligations became
due and payable, and, if the amount available shall not be sufficient to pay in full
the principal of the Obligations due and payable on any particular date, together
with such interest, then to the payment first of such interest, ratably, according to
the amount of such interest due on such date, and then to the payment of such
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22171595.2
principal, ratably, according to the amount of such principal due on such date, to
the persons entitled thereto without any discrimination or preference except as to
any difference in the respective rates of interest specified in the Obligations; and
third: to the payment of the interest on and the principal of the Obligations, to the
purchase or retirement of Obligations and to the redemption of Obligations, all in
accordance with the provisions of Article III hereof.
(b) If the principal of all the Obligations shall have become or shall have been
declared due and payable, all such moneys shall be applied
first: to the payment to the persons entitled thereto of all installments of interest
on the Obligations due and payable on or prior to maturity, if any, in the order in
which such installments became due and payable and, if the amount available
shall not be sufficient to pay in full any particular installment, then to the
payment, ratably, according to the amounts due on such installment, to the
persons entitled thereto, without any discrimination or preference except as to any
difference in the respective rates of interest specified in the Obligations, and then
to the payment of any interest due and payable after maturity on the Obligations,
ratably, to the persons entitled thereto, without any discrimination or preference
except as to any difference in the respective rates of interest specified in the
Obligations; and
second: to the payment of the principal of the Obligations, ratably, to the Persons
entitled thereto, without preference or priority of any Obligation over any other
Obligation.
(c) If the principal of all the Obligations shall have been declared due and payable
and if such declaration shall thereafter have been rescinded and annulled under the provisions of
Section 702 hereof then, subject to the provisions of paragraph (b) of this Section in the event
that the principal of all the Obligations shall later become due and payable or be declared due
and payable, the moneys remaining in and thereafter accruing to the Principal and Interest
Account shall be applied in accordance with the provisions of paragraph (a) of this Section.
Whenever moneys are to be applied by the City pursuant to the provisions of this Section,
such moneys shall be applied by the City at such times, and from time to time, as the City
Manager and/or Finance Director in his/her sole discretion shall determine, having due regard to
the amount of such moneys available for such application and the likelihood of additional
moneys becoming available for such application in the future. The deposit of such moneys with
any paying agents, or otherwise setting aside such moneys, in trust for the proper purpose shall
constitute proper application by the City and the City shall incur no liability whatsoever to any
Holder of Obligations or to any other person for any delay in applying any such moneys, so long
as the City acts with reasonable diligence, having due regard to the circumstances, and ultimately
applies the same in accordance with such provisions of this Ordinance as may be applicable at
the time of application. Whenever the City Manager and/or Finance Director shall exercise such
discretion in applying such moneys, it shall fix the date (which shall be an Interest Payment Date
unless it shall deem another date more suitable) upon which such application is to be made and
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22171595.2
upon such date interest on the amounts of principal to be paid on such date shall cease to accrue.
The Finance Director shall give or cause to be given such notice as he/she may deem appropriate
of the fixing of any such date and shall not be required to make payment to the Holder of any
Obligation until such Obligation shall be surrendered for appropriate endorsement or for
cancellation if fully paid.
Section 705. Effect of Discontinuance of Proceedings. If any proceeding taken by the
Holders on account of any Event of Default shall have been discontinued or abandoned for any
reason, then and in every such case, the City and the Holders shall be restored to their former
positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the
Fiduciaries shall continue as though no proceeding had been taken.
Section 706. Control of Proceedings by Holders; Credit Bank or Insurer Deemed Holder.
Anything in this Ordinance to the contrary notwithstanding, subject to the provisions of a Series
Ordinance or a Covenant Agreement with respect to a Series of Obligations, the Holders of a
majority in aggregate principal amount of Obligations then Outstanding shall have the right by
an instrument or concurrent instruments in writing executed and delivered to the City, to direct
the method and place of conducting all remedial proceedings hereunder, provided that such
direction shall be in accordance with law and the provisions of this Ordinance.
A Credit Bank or Insurer shall be deemed to be the sole Holder of all Obligations
supported by a Credit Facility or Insurance Policy it has issued for all purposes under this
Article, other than the notice to Holders provisions herein contained, so long as such Credit
Facility or Insurance Policy is in effect and the Credit Bank or Insurer, as applicable, has not
defaulted in its obligations thereunder.
Section 707. Restrictions Upon Actions by Individual Holders. No one or more Holders
shall have any right in any manner whatsoever by one or more such Holders' action to affect,
disturb or prejudice the security of this Ordinance, or to enforce any right hereunder except in the
manner provided herein. All proceedings at law or in equity shall be instituted, had and
maintained in the manner herein provided and for the benefit of all Holders, and any individual
rights of action or other right given to one or more of such Holders by law are restricted by this
Ordinance to the rights and remedies herein provided.
Section 708. No Remedy Exclusive. No remedy herein conferred upon or reserved to
the Holders is intended to be exclusive of any other remedy or remedies herein provided, and
each and every such remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in equity.
Section 709. Delay Not a Waiver. No delay or omission by any Holder in the exercise of
any right or power accruing upon any default shall impair any such right or power or shall be
construed to be a waiver of any such default or any acquiescence therein; and every power or
remedy given by this Ordinance to the Holders may be exercised from time to time and as often
as may be deemed expedient.
Subject to the provisions of a Series Ordinance or Covenant Agreement with respect to a
Series of Obligations, the Holders of not less than a majority in aggregate principal amount of
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22171595.2
the Obligations then Outstanding may waive any default which in their opinion shall have been
remedied before the entry of final judgment or decree in any suit, action or proceedings instituted
under the provisions of this Ordinance or before the completion of the enforcement of any
subsequent default or defaults.
Section 710. Right to Enforce Payment of Obligations Unimpaired. Nothing in this
Article VII shall affect or impair the right of any Holder to enforce the payment of the principal
of and the interest on any Obligation or the obligation of the City to pay the principal of and the
interest on each Obligation to the Holder thereof at the time and place in said Obligation
expressed.
[END OF ARTICLE VII]
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ARTICLE VIII
CONCERNING THE FIDUCIARIES
Section 801. Failure of City to Act. No Fiduciary shall be liable or responsible because
of the failure of the City or of any of its employees or agents to make any collections or deposits
or to perform any act herein required of the City or because of the loss of any money arising
through the insolvency or the act or default or omission of any Depositary in which such money
shall have been deposited under the provisions of this Ordinance. No Fiduciary shall be
responsible for the application of any of the proceeds of the Obligations or any other money
deposited with it and paid out, withdrawn or transferred hereunder if such application, payment,
withdrawal or transfer shall be made in accordance with the provisions of this Ordinance. The
immunities and exemptions from liability of a Fiduciary hereunder shall extend to the directors,
officers, employees and agents of each Fiduciary.
Section 802. Compensation. Subject to the provisions of any contract between the City
and any Fiduciary relating to the compensation of such Fiduciary, the City shall pay to such
Fiduciary reasonable compensation for all services performed by it hereunder and also all its
reasonable expenses, charges and other disbursements and those of its attorneys, agents and
employees incurred in and about the administration and execution of the trusts hereby created
and the performance of its powers and duties.
Section 803. Reliance by Fiduciaries. In case at any time it shall be necessary or
desirable for any Fiduciary to make any investigation respecting any fact preparatory to taking or
not taking any action or doing or not doing anything as such Fiduciary, and in any case in which
this Ordinance provides for permitting or taking any action, such Fiduciary may rely upon any
certificate required or permitted to be filed with it under the provisions of this Ordinance, and
any such certificate shall be evidence of such fact to protect such Fiduciary in any action that it
may or may not take or in respect of anything it may or may not do, in good faith, by reason of
the supposed existence of such fact. Except as otherwise provided in this Ordinance, any
request, notice, certificate or other instrument from the City to such Fiduciary shall be deemed to
have been signed by the proper party or parties if signed by the City Manager or the Finance
Director and such Fiduciary may accept and rely upon a certificate of the City so signed as to any
action taken by the City or such Fiduciary in reliance thereon.
Section 804. Fiduciaries May Deal in Obligations. Any bank or trust company acting as
a Fiduciary and its directors, officers, employees or agents may in good faith buy, sell, own, hold
and deal in any of the Obligations or coupons issued under and secured by this Ordinance, and
may join in any action which any Holder may be entitled to take with like effect as if such bank
or trust company were not such Fiduciary under this Ordinance.
Section 805. No Responsibility for Recitals. The recitals, statements and representations
contained herein and in the Obligations (excluding the certificate of authentication on the
Obligations) shall be taken and construed as made by and on the part of the City and not by any
Fiduciary, and no Fiduciary assumes or shall be under any responsibility for the correctness of
the same.
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Section 806. Paying Agents and Registrars; Appointment and Acceptance of Duties.
(a) The City, in the Series Ordinance corresponding to each Series of Obligations,
shall appoint a Registrar and a Paying Agent for such Series of Obligations. The City may
appoint one or more additional Paying Agents and Registrars for the Obligations having the
qualifications set forth in Section 807 for a successor Paying Agent or Registrar, as the case may
be.
(b) Each Paying Agent and Registrar shall signify its acceptance of the duties and
obligations imposed upon it by this Ordinance by executing and delivering to the City a written
acceptance thereof.
Section 807. Resignation or Removal of Paying Agent or Registrar and Appointment of
Successor.
(a) Any Paying Agent or Registrar may at any time resign and be discharged of the
duties and obligations created by this Ordinance by giving at least 60 days' written notice to the
City, all Credit Banks and Insurers and the other Fiduciaries. Any Paying Agent or Registrar
may be removed by the City at any time by an instrument filed with all Credit Banks and
Insurers and such Registrar or Paying Agent and signed by the City Manager. Any successor
Paying Agent or Registrar shall be appointed by the City and shall be a bank or trust company
organized under the laws of any state of the United States or a national banking association,
having (or controlled by an entity having) capital stock, surplus and undivided earnings
aggregating, on a combined consolidated basis, at least Fifteen Million Dollars ($15,000,000),
and willing and able to accept the office on reasonable and customary terms and authorized by
law to perform all the duties imposed upon it by this Ordinance. Notwithstanding the foregoing,
the City may designate itself, acting by and through the Finance Director, as successor Registrar
and Paying Agent. The City shall provide written notice to all Credit Banks and Insurers of the
appointment of such successor Paying Agent or Registrar.
(b) In the event of the resignation or removal of any Paying Agent, such Paying
Agent shall pay over, assign and deliver moneys held by it as Paying Agent to its successors, or
if there be no successors, to the City. In the event that for any reason there shall be a vacancy in
the office of any Paying Agent or Registrar, the Finance Director shall act as such Paying Agent
or Registrar.
Section 808. Several Capacities. The same Person may serve as Paying Agent and
Registrar, to the extent permitted by law.
[END OF ARTICLE VIII]
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ARTICLE IX
EXECUTION OF INSTRUMENTS BY HOLDERS AND
PROOF OF OWNERSHIP OF OBLIGATIONS
Section 901. Execution of Instruments by Holders; Proof of Ownership. Any request,
direction, consent or other instrument in writing required or permitted by this Ordinance to be
signed or executed by any Holder may be in any number of concurrent instruments of similar
tenor and may be signed or executed by such Holders or their attorneys or legal representatives.
Proof of the execution of any such instrument may be made in the following manner:
(a) The fact and date of the execution by any person of any such instrument may be
proved by the verification of any officer in any 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 such officer, or by an affidavit of a witness to such execution. Where such
execution is on behalf of a person other than an individual, such verification or affidavit shall
also constitute sufficient proof of the authority of the signer thereof.
(b) The ownership of Obligations shall be proved by the registration books kept under
the provisions of Section 206 of this Ordinance.
Nothing contained in this Article shall be construed as limiting the City to such proof, it
being intended that the City may accept any other evidence of the matters herein stated which it
may deem sufficient. Any request or consent of any Holder shall bind every future Holder of the
same Obligation in respect of anything done by such Holder or the City in pursuance of such
request or consent.
[END OF ARTICLE IX]
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ARTICLE X
SUPPLEMENTAL ORDINANCES
Section 1001. Supplemental Ordinances Without Consent of Holders. Except as
otherwise provided in a Series Ordinance or a Covenant Agreement with respect to a Series of
Obligations, the City, from time to time and at any time, may adopt such ordinances
supplemental hereto as shall be consistent with the terms and provisions of this Ordinance
(which supplemental ordinances shall thereafter form a part hereof):
(a) to cure any ambiguity or formal defect or omission herein, or to correct or
supplement any provision herein that may be inconsistent with any other provision herein; or
(b) to grant or confer upon the Holders any additional rights, remedies, powers,
authority or security that may lawfully be granted to or conferred upon the Holders; or
(c) to add to the conditions, limitations and restrictions thereafter to be observed by
the City under the provisions of this Ordinance; or
(d) to add to the covenants and agreements of the City in this Ordinance other
covenants and agreements thereafter to be observed by the City or to surrender any right or
power herein reserved to or conferred upon the City; or
(e) with the prior written opinion of Bond Counsel that to do so will not affect the
exclusion of interest from gross income of Tax-Exempt Obligations under the Code, to authorize,
in compliance with all applicable law, Obligations of each Series to be issued in the form of
coupon Obligations and, in connection therewith, specify and determine the matters and things
relative to the issuance of such coupon Obligations, including provisions relating to the timing
and manner of provision of any notice required to be given hereunder to the Holders of such
coupon Obligations, which are not contrary to or inconsistent with this Ordinance as theretofore
in effect, or to amend, modify or rescind any such authorization, specification or determination at
any time prior to the first authentication and delivery of such coupon Obligations; or
(f) to authorize, in compliance with all applicable law, Obligations of each Series to
be issued in the form of Obligations issued and held in book-entry form on the books of the City
or of any Fiduciary appointed for that purpose by the City and, in connection therewith, make
such additional changes herein, not adverse to the rights of the owners of the Obligations, as are
necessary or appropriate to accomplish or recognize such book-entry form Obligations and
specify and determine the matters and things relative to the issuance of such book-entry form
Obligations as are appropriate or necessary; or
(g) to modify, amend or supplement this Ordinance or any ordinance supplemental
hereof in such manner as to permit the qualification hereof and thereof under the Trust Indenture
Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the
qualification of the Obligations for sale under the securities laws of any of the states of the
United States of America; or
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22171595.2
(h) to make any change required by Moody's, S&P or Fitch as a precondition to the
issuance of a rating on any Series of Obligations which is not to the prejudice of the Holders of
the Obligations of any other Series; or
(i) to make any other change that would not materially adversely affect the security
for the Obligations.
In addition to the foregoing, the City may adopt Series Ordinances to provide for the
issuance of the 2015 Notes (as provided in Section 208 hereof), each Series of the Additional
Obligations (as provided in Section 209 hereof) and each Series of Refunding Obligations (as
provided in Section 210 hereof) and to provide for the creation of such additional Funds,
Accounts and subaccounts and for such other related matters as may be required or contemplated
by or appropriate under this Ordinance.
Notwithstanding anything to the contrary herein, to the extent permitted by the Act,
including specifically the City Charter, any matter permitted herein to be accomplished through
the adoption of an ordinance supplemental hereto may instead be accomplished by a resolution
supplemental hereto adopted by the City and such supplemental resolution shall be deemed to
have the same effect as a supplemental ordinance referenced herein, provided that a Series
Ordinance shall be required to provide for the issuance of the 2015 Notes (as provided in Section
208 hereof) for the issuance of each Series of the Additional Obligations (as provided in Section
209 hereof) and for the issuance of each Series of Refunding Obligations (as provided in Section
210 hereof) and to amend the provisions of this Ordinance.
Section 1002. Modification of Ordinance with Consent of Holders. Subject to the terms
and provisions contained in this Section, and to the terms and provisions of a Series Ordinance or
a Covenant Agreement with respect to a Series of Obligations, and not otherwise, the Holders of
not less than a majority in aggregate principal amount of Obligations then Outstanding that will
be affected by a proposed supplemental ordinance shall have the right, from time to time,
anything contained in this Ordinance to the contrary notwithstanding, to consent to and approve
the adoption by the City of such ordinance or ordinances supplemental hereto as shall be deemed
necessary or desirable by the City for the purpose of modifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions contained in this Ordinance;
provided, however, that nothing herein contained shall permit, or be construed as permitting (in a
Covenant Agreement or otherwise) (a) an extension of the maturity of the principal of or the
interest on any Obligations issued hereunder, or (b) a reduction in the principal amount of any
Obligations or the redemption premium or the rate of interest thereon, or (c) the creation of a
pledge or lien on the moneys credited to the funds and accounts created hereunder other than the
pledges and liens created or permitted by this Ordinance, or (d) a preference or priority of any
Obligations over any other Obligations, or (e) a reduction in the aggregate principal amount of
Obligations required for consent to such supplemental ordinance. Nothing herein contained,
however, shall be construed as making necessary the approval by the Holders of the adoption and
acceptance of any supplemental ordinance or Series Ordinance as authorized in Section 1001 of
this Article.
If at any time the City shall determine that it is desirable to adopt any supplemental
ordinance for any of the purposes of this Section, the City shall cause notice of the proposed
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14ND I SUNDAY,MAY 3,2015 ND MiamiHerald.com I MIAMI HERALD
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CITY OF OPA-LOCKA,FLORIDA
NOTICE TO THE PUBLIC
NOTICE IS HEREBY GIVEN that the City Commission of the City of Opa-locka.Florida will hold public hearings at its Regular Commission Meeting on Wednesday.\lay 13,2015 at 7:00 p.m.in[he Auditorium at Sherbondy Village.215 President Wrack
Ohama I Per iz)Avenue.Opa-locka,Florida to consider the following items:
SECOND READING ORDINANCES/PUBLIC HEARING:
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA,TO IMPOSE A MORATORIUM ON NEW PAWN SHOP ESTABLISHMENTS ON A CITYWIDE BASIS FOR VIP TO TWE.IVE MONTHS;
PROVIDING FOR INCORPORATION OF RECITALS;PROVIDING FOR CONFLICT AND REPEALER;PROVIDING FOR CODIFICATION;PROVIDING FOR SEVERABILITY:PROVIDING FOR AN EFFECTIVE DATE(Jint reading
held on March Il,2015).
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA AMENDING CHAPTER 14 OF THE CITY CODE REGARDING NOTICE OF NEED FOR ABATEMENT OF NUISANCES;PROVIDING
FOR INCORPORATION OF RECITALS:PROVIDING FOR CONFLICT AND REPEALER;PROVIDING FOR SEVERABILITY AND CODIFICATION;PROVIDING FOR AN EFFECTIVE DATE Dint reading held on April 13,2015).
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA REGARDING BUDGETING AND RESERVES;AMENDING ORDINANCE 03-05;REQUIRING THE ESTABLISHMENT OFA RESERVE
FUND BALANCE AND DIRECTING UNALLOCATED RESERVES TO BE USED TO REPLENISH SAME;PROVIDING FOR INCORPORATION OF RECITALS;PROVIDING FOR CONFLICT AND REPEALER:PROVIDING FOR
SEVERABILITY AND CODIFICATION;PROVIDING FOR AN EFFECTIVE DATE(first reading held on April 13.2015).
AN ORDINANCE OFTIIE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA AMENDING AND RESTATING ORDINANCE NO.13-40 ENACTED BY THE CITY COMMISSION OF THE CITY ON DECEMBER 11.2013
ENTITLED:
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA PROVIDING FOR THE ISSUANCE,IN ONE OR MORE SERIES,OF THE CITY'S CAPITAL IMPROVEMENT REVENUE OBLIGATIONS:
PROVIDING THAT SUCH OBLIGATIONS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION,OR A PLEDGE OF
THE CITY'S FULL FAITH AND CREDIT,BUT SHALL BE SECURED BY AND PAYABLE FROM PLEDGED FUNDS CONSISTING OF(1)THE PUBLIC SERVICE TAX REVENUES DERIVED FROM THE LEVY AND COLLECTION BY
THE CITY OF A PUBLIC SERVICE TAX AND(II)THE COMMUNICATIONS SERVICES TAX REVENUES DERIVED FROM THE LEVY AND COLLECTION BY THE CITY OF COMMUNICATIONS SERVICES TAX;PROVIDING
FORTHE ISSLANCE OF THE FIRST SERIES OF SUCH OBLIGATIONS IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING EIGHT MILLION FIVE HUNDREDTHOUSAND DOLLARS(10.S00,000),TO BE DESIGNATED
AS THE CITY OF OPA-LOCKA,FLORIDA CAPITAL IMPROVEMENT REVENGE NOTE,SERIES 2013,FOR THE PRINCIPAL PURPOSE OF PROVIDING FUNDS,TOGETHER WITH OTHER LEGALLY AVAILABLE FUNDS,TO
FINANCE TH E COST OF ACQUISITION OF A SITE WITHIN THE CITY AN D TII E ACQUISITION,CONSTRUCTION,IMPROVEMENT AND EQUIPPING OFA('ITY ADMINISTRATION BUILDING AND RELATED FACILITIES ON
SUCH SITE,ALL AS SHALL BE MORE FULLY SET FORTH IN A SERIES ORDINANCE;PROVIDING FOR THE ISSUANCE OF ADDITIONAL OBLIGATIONS AND REFUNDING OBLIGATIONS UNDER CERTAIN CONDITIONS;
PROVIDING FOR THE CREATION OF CERTAIN FUNDS AND ACCOUNTS;PROVIDING FOR SEVERABILITY;PROVIDING AN EFFECTIVE DATE.";
PROVIDING FOR THE ISSUANCE,IN ONE OR MORE SERIES,OF THE CITY'S CAPITAL IMPROVEMENT REVENUE OBLIGATIONS:PROVIDING THAT SUCH OBLIGATIONS SHALL NOT CONSTITUTE AN INDEBTEDNESS
OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION,ORA PLEDGE OF THE CITY'S FULL FAITH AND CREDIT,BUT SHALL BE SECURED BY AND PAYABLE
FROM PLEDGED FUNDS CONSISTING OF(I)THE PUBLIC'SERVICE TAX REVENUES DERIVED FROM THE LEVY AND COLLECTION BY THE CITY OF A PUBLIC SERVICE TAX AND(II)THE COMMUNICATIONS
SERVICESTAX REVENUES DERIVED FROM THE LEVY AND COLLECTION BY THE CITY OF COMMUNICATIONS SERVICESTAX;PROVIDING FOR THE ISSUANCE OF THE FIRST TWO SERIES OF SUCH OBLIGATIONS
IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING EIGHT MILLION SIX HUNDRED THOUSAND DOLLARS(S8.600,000),TO BE DESIGNATED AS THE CITY OF OPA-LOCKA,FLORIDA TAX-EXEMPT CAPITAI.
IMPROVEMENT REVENUE AND REFUNDING NOTE,SERIES 20I5A AND TAXABLE CAPITAI.IMPROVEMENT REVENUE NOTE,SERIES 2015B,RESPECTIVELY;PROVIDING FOR THE PROCEEDS OF THE 20I5A NOTE.
TOGETHER WITH OTHER LEGALLY AVAILABLE FUNDS,TO BE USED TO(I)FINANCE A PORTION OF THE COSTS OF ACQUIRING AN OFFICE BUILDING AND RELATED SITE IN THE CITY,A PORTION OF WHICH
BUILDING WILL BE USED FOR CITY ADMINISTRATION AND A PORTION OF WHICH WILL RE LEASED TO THIRD PARTIES,(II)FINANCE CERTAIN COSTS OF RENOVATING AND EQUIPPING THE PORTION OF THE
OFFICE BUILDING TO BE USED FOR CITY ADMINISTRATION,(111)RETIRE THE CITY'S CAPITAL IMPROVEMENT REVENUE NOTE,SERIES 2014 CURRENTLY OUTSTANDING IN THE PRINCIPAL AMOUNT OF 584.000.
AND(IV)PAY CERTAIN COSTS OF ISSUANCE RELATING TO TIIE 2015A NOTE,ALL AS SHALL BE MORE FULLY SET FORTH IN A SERIES ORDINANCE;PROVIDING FOR THE PROCEEDS OF'THE 20158 NOTE.TOGETHER
WITH OTHER LEGALLY AVAILABLE FUNDS,TO BE USED TO(I)FINANCE THE BALANCE OF THE COSTS OF ACQUIRING SAID OFFICE BUILDING AND RELATED SITE IN THE CITY;(Ip P.AY CERTAIN MOVING COSTS
ASSOCIATED WITH RELOCATING THE CITY'S ADMINISTRATIVE FUNCTIONS TO THE OFFICE BUILDING;AND(111)PAY CERTAIN COSTS OF ISSUANCE OF THE 2015B NOTE,ALL AS SHALL BE MORE FULLY SET
FORTH IN A SERIES ORDINANCE;PROVIDING FOR THE ISSUANCE OF ADDITIONAL OBLIGATIONS AND REFUNDING OBLIGATIONS UNDER CERTAIN CONDITIONS;PROVIDING FOR THE CREATION OF CERTAIN
FUNDS AND ACCOUNTS;PROVIDING FOR SEVERABILITY;PROVIDING AN EFFECTIVE DATE(first reading held an April27,2015).
A SERIES ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA TO PROVIDE FOR THE ISSUANCE,PURSUANT TO AN ORDINANCE OF THE CITY ENACTED ON THE DATE HEREOF.
OF OBLIGATIONS OF THE CITY IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING EIGHT MILLION SIX HUNDRED THOUSAND DOLLARS($8,600,000),TO BE DESIGNATED AS THE CITY OF OPA-LOCKA,
FLORIDA TAX-EXEMPT CAPITAL IMPROVEMENT REVENUE AND REFUNDING NOTE,SERIES 20I5A AND TAXABLE CAPITAL IMPROVEMENT REVENUE NOTE,SERIES 20158.RESPECTIVELY;PROVIDING FOR THE
PROCEEDS OF THE 2015A NOTE,TOGETHER WITH OTHER LEGALLY AVAILABLE FUNDS,TO BE USED TO(I)FINANCE A PORTION OF THE COSTS OF ACQUIRING AN OFFICE BUILDING AND RELATED SITE IN
THE CITY,A PORTION OF WHICH BUILDING WILL BE USED FOR CITY ADMINISTRATION ANDA PORTION OF WHICH WILL BE LEASED TO THIRD PARTIES.(11)FINANCE CERTAIN COSTS OF RENOVATING AND
EQUIPPING THE PORTION OF THE OFFICE BUILDING TO BE USED FOR CITY ADMINISTRATION,(III)RETIRE THE CITY'S CAPITAL IMPROVEMENT REVENUE NOTE,SERIES 2014 CURRENTLY OUTSTANDING IN
THE PRINCIPAL AMOUNT OF$84,000,AND(IV)PAY CERTAIN COSTS OF ISSUANCE RELATING TO THE 2015A NOTE,ALL AS MORE FULLY SET FORTH HEREIN;PROVIDING FOR THE PROCEEDS OF THE 20I5B NOTE,
TOGETHER WITH OTHER LEGALLY AVAILABLE FUNDS,TO BE USED TO(I)FINANCE THE BALANCE OF THE COSTS OF ACQUIRING SAID OFFICE BUILDING AND RELATED SITE IN THE CITY;(II)PAY CERTAIN
MOVING COSTS ASSOCIATED WITH RELOCATING THE CITY'S ADMINISTRATIVE FUNCTIONS TO THE OFFICE BUILDING;AND(111)PAY CERTAIN COSTS OF ISSUANCE OF THE 20158 NOTE,PROVIDING FOR THE
TERMS AND PAYMENT OF SUCH 2015 NOTES,ALL AS MORE FULLY SET FORTH HEREIN;PROVIDING FOR THE RIGHTS,SECURITY AND REMEDIES OF TIIE LENDER WITH RESPECT TO THE 2015 NOTES;MAKING OR
PROVIDING FOR CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH;DESIGNATING THE CITY AS THE REGISTRAR AND PAYING AGENT FOR THE 2015 NOTES;AUTHORIZING THE EXECUTION
AND DELIVERY OF AN AGREEMENT WITH THE LENDER TO SET FORTH MATTERS RELATING TO THE 2015 NOTES AS REQUIRED BY SUCH LENDER OR OTHERWISE NECESSARY AND APPROPRIATE,SUBJECT TO
THE PARAMETERS SPECIFIED HEREIN;AUTHORIZING CITY OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE,SALE AND DELIVERY OF THE 2015 NOTES;PROVIDING
FOR INCORPORATION OF RECITALS:PROVIDING FOR CONFLICT AND REPEALER;PROVIDING FOR SEVERABILITY;PROVIDING AN EFFECTIVE DATE(first reading held on.4pri127.2015).
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OP.A-LOG.KA,FLORIDA,AMENDING CITY ORDINANCE 86-8,THE LAND DEVELOPMENT CODE,TO INCLUDE PLACES OF RELIGIOUS ASSEMBLY AS
A PERMITTED USE IN THE LIMITED INDUSTRIAL I-I DISTRICT AS A SPECIAL EXEMPTION:PROVIDING FOR INCORPORATION OF RECITALS;PROVIDING FOR SEVERABILITY;PROVIDING FOR CONFLICT AND
REPEALER;PROVIDING FOR AN EFFECTIVE DATE(fino reading held on.April 27,2015).
AN ORDINANCE OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA,AMENDING SECTION 2-316OFTHE CITY CODE TO INCREASETIFE AMOUNTTHE CITY MANAGER MAY SPEND FOR PURCHASING
SUPPLIES FROM TEN THOUSAND DOLLARS(510.000,00)TO TWENTY-FIVE TLIOI(SAND DOLLARS(525,000.00)WITHOUT CITY COMMISSION APPROVAL;PROVIDING FOR INCORPORATION OF RECITALS;PROVIDING
FOR CONFLICT AND REPEALER;PROVIDING FOR SEVERABILITY AND CODIFICATION;PROVIDING FOR AN EFFECTIVE DATE(Jirsr reading held on.Apri12",2015).
RESOLUTIONS/PUBLIC HEARING:
.A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF OPA-LOCKA,FLORIDA,TO APPROVE THE REQUEST OF.A1.I.FLORIDA LAND CLEANING,INC..A FLORIDA CORPORATION,FOR FINAL SITE PLAN
APPROVAL.TO CONSTRUCT AN OFFICE AND MAINTENANCE FACILITY AT 3805 NW 132"'STREET,OPA-LOCK.A,FLORIDA,DESCRIBEDAS FOLIO NO.08.2129-010-0091);PROVIDING FOR INCORPORATION OF RECITALS;
PROVIDING FOR AN EFFECTIVE DATE.
A RESOLUTION OFTH E CITY C'OM VI ISSION OF TH E CITY OF OPA-I.00K.A.FLORIDA,TO APPROVE.A DEVELOPM ENTAG REEMENT BETW EEN AI.L FLORIDA LAND CLEAN ING,INC.,A FLORIDA CORPORATION("AFLC')
AND THE CITY OF OPA-LOCKA,FLORIDA,FOR THE LAND LOCATED AT 3605 NW 132"^STREET,IN THE CITY OF OPA-LOCKA.FLORIDA,FOLIO NUMBER 08-2129-010-0090,FOR THE PURPOSE OF CONSTRICTING
OFFICE BUILDING,MAINTENANCE BUILDING AND PARKING AREA;PROVIDING FOR INCORPORATION OF RECITALS;PROVIDING FOR AN EFFECTIVE DATE.
Additional information on the above items may be obtained in the Office of the City Clerk.3400 NW 135'^Street.Bldg.B,Opa-Iocka.Florida.All interested persons are encouraged to amend this meeting and will he heard with respect to the public hearings.
PURSUANT TO FS 286.0105: vtlio de ,,'ru apyral Aar decision made to any 7■0u1 n ge,: 'W011111111 vsion wirh 1,pet r rn ant aaa,consider,'or such rncefing or hearing will i14,d a rrr nrd of the l roa,li gs and fie lies:rearm Ina neal nr
r.ro:Ow a t'erhalon record 01 the pmemlingy r elude,,rhrrh rer and includes d,,revrinh 00,elsidslyeelice olu n 1410Ch the appeal 010r•1 r bawd.
JOANNA FLORES.CMC
('ITY CLERK