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Ord. No. 19-86-1265ORDINANCE NO.19-86-1265' AN ORDINANCE OF THE CITY OF SOUTH mtamt ITSRIDREVEriDJNG ™™ISsS"NCEAMOFITSREVENUENOTETOFINANCECFRtaTm PROVIDlS?ADSiSCED AS PROVIDED HEREIN;PROCEEDS o.^JL.XHE DISBURSEMENT OFREPA^FNT r,*™!,N°TE;PROVIDING FOR SM^SiS 2"SALE «^"NOTE^OBARNETTBANKOFSOUTHFLORIDAma 'HEREIN FK?JSi'"N**™EFTERMSAPR0VJDEDAGREEMENTf?S CER™N COVENANTS AND moSSR'am ?pfec??S,SIt?THEREWITH; deficit inHEheEAaS;ounteo^3t6y0,^iaSn1°n b"di—"a safety JftSJSh se^^es tHL Sty?^^^»*lle standing SS^iod^^.S'^^S10?^^-"^will result in a threat to the saf£tv h..i(?2}days whichpublicpeaceifnotpaidimmeSL?ely-^nd 'property ™* financinoT^et the*nll^rlltll^VT^'-«hort-t.r» Principal amount o^;^^^^"^-^-)?and Miami,FloridTJihe'^LrP^rchlse^r^""i*'"•*"offer to purchase the Note in t£»}/S-submitted an $360,000 for the Diim««I.\T-he Principal amount ofandcondit?onshhe?eirsSe|forth?1^°^""With the tM»« WHEREAS,the Issuer finds it desirable and in its best interest to issue and sell the Note to the Original Furchaser in the principal amount of $360,000 and for the proceeds derived therefrom to be used for the purposes provided herein; NOW,THEREFORE,BE IT ORDAINED BYTHE MAYOR AND THE CITY COMMISSION OF THE CITY OF SOUTH MIAMI,FLORIDA,THAT: SECTION 1.AUTHORITY FOR ORDINANCE.This Ordinance is adopted and implemented pursuant to the author3 t-v r>f +}><>.»~-»-••«...-•-./•...,_,•••+•-*•>---«-.--i.-j..i.,J.s.^*.uc^jiea \n Section l hereof. SECTION 2.DEFINITIONS. A.AsusedinthisOrdinance,unless thecontext otherwise requires: (1)"Act"means Article VIII,Seccion 2 and Article VII,Section I?of the Constitutionof the State of Florida (3^68),as amended,Sectjon 159.11,Florida Statutes,Chapter 166,Flc-ida Statute?,theCityCharierofthe Ci*»rf Sc--.it> Miami,Florida,a^1 oLher appli^uDl^-piovisi ..s of law not inconsistent with the foregoing. (2)"Authorized Depositary"means any bank, trustcompany,national banking association,sav ingsandloan association,savingsbankorother bankingassociationselectedbytheIssuerasa depositary,which is authorized under Florida law tobea depositary of municipal fundsandwhichhas qualified with all applicable state and federal requirements concerning thereceiptofIssuer funds. (3)"City"means the City of South Miami,a Florida municipal corporation. (4)"City Clerk"means the City Clerk of the Issueroranydulyauthorized Deputy City Clerk. (5)"City Manager"means the City Manager or Acting City Manager of the Issuer. (6)"Costs"means all costs incurred by the Issuer for which the Issuer is obligated to pay pertaining to certain administrative and operating costs of the Issuer,including employee salaries and outstanding invoices for amounts owed by the Issuer,costs of issuance of the Note,and redemp tion of the Note. (7)"Director of Finance"means the Director of Finance or Acting Director of Finance ofthe Issuer,or such other chief financial officer of the Issuer as described in Section 218'.403,Florida Statutes. (8)"Exempt Rate"means a rate per annum com puted for actual days elapsed on the basis ofa year containing 365 days equal to a floating rate perannumof65%ofthePrime Rate,subject toad justmentasherein provided. (9)"Franchise Revenues means the moneys received bythe Issuer inpaymentof franchise fees from the following franchisees:Southern Bell Telephone Company pursuant to Ordinance No.422 enacted on April 21,1959,Florida Power &Light Company pursuant to Ordinance No.7-84-1202 enacted on May 15,1984,and Peoples Gas Company pursuant to Ordinance No.478 enacted on April 2,1963. (10)"Governing Body"means the City Commission of the Issuer. (11)"Holder,""Noteholder,""Registered Holder,"or "Registered Owner"means the registered ownerorowners(oritsortheir authorized repre sentative)of the Note. (12)"Investment Obligations"means any obli gations in which surplus municipal funds may be in vested under the laws of the State of Florida,in cluding,without limitation,Section 166.261, Florida Statutes,as amended,and the Local Government Surplus FundsTrustFundcreatedandes tablished pursuant to Part IV,Chapter 218,Florida Statutes,as amended. (13)"Issuer"means the City of South Miami, Florida,a Florida municipal corporation. (14)Mayor"means the Mayor of the Issuer,or in his or her absence or inability to perform,the Vice Mayor or Acting Ma/or of the Issuer as may be -2- designated in accordance with the City Charter of the Issuer. c {1SLoy°^e"means the Issuer's Revenue Note,Series 1986,dated the date of delivery thereof issued in the original principal amount of $360,000 or such lesser amount as may have been advanced by the Original Purchaser as provided in this Ordinance,for the purpose of providing funds for the Issuer to pay theCosts. ri-^-J'*16*"N2fc?0rdinance"means this Ordinance No.n-^rv^enacted by the Governing Body of the Issuer on September 26,1986,authorizing the issuance of the Note and specifying the details thereof. (17)"Note Redemption Account"means the ac count by that name created by Section 15D hereof. (18)"Note Proceeds Account"means the account bythatname created by Section 15A hereof. *J1!!"0ri9inal Purchaser"means Barnett Bank of South Florida,N.A.,having its principal of fices m Miami,Florida,and acting through its of ficesinMiami,Florida. (20)"Pledged Revenues"means the Franchise Revenues and the Utilities Services Taxes. (21)"Prime Rate"means the annual rate of in terest announced from time to time by Barnett Banks of Florida,Inc.,which is a reference rate for the information and use of the Original Purchaser in establishing the actual rates to be charged to its borrowers. (22)"Registrar"means the Issuer or any agent designated from time to time by the adoption of an ordinance or resolution to such effect by the Governing Body of the Issuer,to maintain the reg istration books for the Note or to perform other duties with respect to registering the transfer of the Note. (23)"Utilities Services Taxes"means the taxes imposed and levied by the Issuer on the pur chases of electricity,metered or bottled gas water,and telephone service as authorized by Section 166.231 Florida Statutes,as amended,and ordinances enacted by the Issuer and codified in Section 18,Article I of the City of South Miami Code. <.,?'Words importing singular number shall include the plural number in each case and vice versa,and words im porting persons shall include firms,corporations or other entities,including governments or governmental bodies References to Florida Statutes are to Florida Statutes (lybb),as amended. SECTION 3.FINDINGS AND DETERMINATIONS It is hereby ascertained,determined al^d declared b7~the Citv Commission of the City of South Miami,Florida,that: A.There is a present and existing emergency resulting from the City not having sufficient funds available to the City to pay certain administrative and operating costs of the City for which the City :?-esponsible and obligated to pay. -3- B.It is in the best interest of the City and its citizens that sufficient funds be borrowed ona short term basis to pay such administrative and operating costsandthatthe City pledgetothe repayment of such borrowing certain available non- advalorem revenues,specifically Utilities ServicesTaxesandFranchise Revenues,whichare hereby found to be available for such purpose. C.The City is authorized under the Act to issue the Note and use the proceeds thereof topay allora portion of the Costs. D.The City requested proposals from area financialinstitutionsforthe borrowing offunds onashorttermbasisbytheCity,andafter analysis of those proposals received bythe City, it is found and determined that it is in the best interestoftheCitytoacceptthe proposal submit ted by Barnett Bank of South Florida,N.A. E.A negotiated saleoftheNoteis required and necessary and isin the best interests ofthe Issuer for the following reasons:the costs of is suance ofthe Note are likely tobe greater and the time until issuance longer if the Note is sold at public sale by competitive bid than if the Note is soldatnegotiated sale,andthereisno basis, considering prevailing market conditions,forany expectation that the terms and conditions of a sale oftheNoteatpublicsalebycompetitivebidwould bemore favorable than atnegotiated sale;short- term obligations having the characteristics of the Notearetypicallysoldat negotiated saleunder prevailing market conditions;the market conditions are favorable for the immediate issuance of the Note;and the Issuer has undertaken substantial negotiations with the Original Purchaser ofthe Note regarding the purchase of the Note by the Original Purchaser,andhas received a favorable commitment forthe purchase of the Note. SECTION 4.THIS INSTRUMENT CONSTITUTES A CONTRACT. Upon and in consideration of the acceptance of the Note by the Holder,this Ordinance andtheNote shall bedeemedto beand shall constitute a contract between the Issuer and the Holder. SECTION 5.AUTHORIZATION OF THE NOTE AND PAYMENT OF THE COSTS;ACCEPTANCE OF OFFER TO PURCHA"SE^ A.The issuance of the Note and the payment of the Costs are hereby authorized.The Issuer shall proceed with the issuance and delivery oftheNoteasherein provided,and shall use the proceeds therefrom for the pur pose of paying Costs. B.The offer of the Original Purchaser to pur chase the Notein the principal amount of $360,000 or such lesser aggregate principal amount as maybe advanced to the Issuer bythe Original Purchaser as provided herein,ata purchasepriceofparin accordance withthetermsandcon ditions as set forth herein,is hereby accepted and the Note is hereby awarded and sold to the Original Purchaser upon the terms set forth herein.Payment of the purchase price oftheNoteshallbemadeintheformofoneormoread vances totheIssuerfor deposit inthe Note Proceeds Account as provided herein. -4- SECTION 6.DESCRIPTION OF NOTE. A.The Note shall be issued as a single note in the aggregate principal amount of$360,000orsuch lesser aggregateprincipalamountasmaybe advanced totheIssuer by the Original Purchaser as provided herein,for the pur pose of financing all or part ofthe Costs,andforno other purpose.The Note shall be designated the "City of South !?iami'.Flo.ridf'Revenue Note,Series 1986,"shall be datedthedateofdeliverythereof,shall be in substantially the form set forth in Section 11 hereof,and shall be issued in the name of and delivered to Barnett Bank of South Florida N.A.,Miami,Florida,as provided herein. *.^B*J.The Note sha11 bear interest from its date ontheoutstandingprincipalamountthereofpayableatmaturity or such earlier date fixed for redemption thereof as provided herein at the Exempt Rate,subject to adjustment as herein provided.The Exempt Rate shall be adjusted daily to reflect changes in the Prime Rate with such changes to become effective on the date of a change in the Prime Rate. The Original Purchaser will notify the Issuer of the Exempt Rate ten (10)days preceding the date of maturity of the Note or the scheduled date of redemption,and in the event ws?i lTlmt ^te Tthereafter changes,the Original PurchaserwillnotifytheIssuerbytelephone,provided,however, changes in the Prime Rate on the date or preceding date of maturity or fixed for redemption shall not be effective with respect to the Note.The initial Prime Rate shall be the Prime Rate in effect on the date of delivery of the Note. The Note shall mature on April 30,1987. ._C.In no event shall the sum of all interest and all amounts deemed or treated as interest under Florida law payable on the Note exceed the lesser of the maximum lawful rate of interest allowed to be charged under Florida law on the date of issuance of the Note or the Prime Rate.The Issuer and the Original Purchaser intend that under no cir cumstances including an event of default as provided in Section 16 hereof,shall the Issuer be required to pay in terest on the outstanding principal balance of the Note at a rate in excess of the maximum lawful rate of interest al lowed to be charged under Florida law on the date of is suance of the Note,and in the event any interest is received or charged by the Original Purchaser in excess of refundm?her4of ^^ShaU **entitled to **immediate i,n u -»Payment of the purchase price of the Note shall be made in the form of one or more advances to the Issuer for deposit in the Note Proceeds Account as provided herein.The City Manager and other appropriate officials of the Issuer are hereby authorized to execute the Note as fur ther provided in Section 7 of this Ordinance in such princi pal amount and deliver the Note in the name ofor upon the Zl*l Zl I Original Purchaser upon payment of the purchase price therefor as provided in this Section 6D. E.If the date for payment of the principal of, and interest on the Note shall be a Saturday,legal holiday ora day on which banking institutions in the City of Miami or the City of South Miami,Florida,are authorized by law or executive order to close,then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday,legal holiday oradayonwhichsuchinstitutions areauthorizedto close,andpaymentonsuchdate shall have the same force and effect as ifmadeonthe scheduled date of payment provided that if the date for such payment is a Sunday,payment shall be due on the next daywhich is not 'i legal holidayoraday jn which banking institutions arc authorized tobe clewed and shall includeaccrued interest tothe actual day ofuch payment. -5- F.Principal and interest due on the Note (whether at maturity or earlier redemption)are payable to the Holder in immediately available funds upon presentation of the Note to the Issuer when due at South Miami,Florida, without necessity forany prior notice from the Holder. G.Notwithstanding anything in this Ordinance to the contrary,the Exempt Rate is subject to adjustment as provided in this subsection 6G.The Base Percentage which means the percentage applied tothe Prime Rate in determin ing the interest which the Note will bear is currently sixty-five percent (65%),and is subject to adjustment as follows: (1)In the event that the maximum federal corporate income taxrate applicable tothe Original Purchaser under Section 11of the Internal Revenue Codeof 1954,as amended (the "Code")(the "Maximum Corporate Tax Rate")shall,during any period with respect to which interest shal be ac cruingonthe Note,beotherthan forty-six percent (46%),theBasePercentageshallbetheproductob tainedby multiplying theBase Percentage asofthe date hereof by a fraction,the numerator of which shall beonehundredpercent (100%)minusthethen applicable Maximum Corporate TaxRateandthe denominator ofwhich shall be fifty-four percent (54%);such product tobe rounded to the nearest one-tenth of one percent. (2)TheExemptRateshallbesubjecttofur ther adjustment inthe event the amount of interest incurredor continued bytheOriginal Purchaser to purchase obligations the interest on which is exempt from taxes (within the meaning of Section 291orany successor provisions oftheCode),and allowed asa deduction tothe holders ofNote,is reduced or limited because ofany change inthe Code orthe regulations promulgated thereunder;in suchevent,the Exempt Rateshallbeadjustedsuch that interest ontheNoteshallbe increased (or decreased)eachdaybyadollaramountequal to: (i)the difference (expressed asa decimal)obtained by subtracting (a)the percentage listed in Section 291(a)(3) (or any successor provision)ofthe Code from (b)the percentage listed in Section 291(a)(3)(orsuchother successor provi sion)of the Code after the effective date of such change; (ii)multiplied by the Federal Funds Rate (as hereinbelow defined); (iii)multiplied bythe principal amount of the Note outstanding on the ef fective date of such change; (iv)multiplied by the Maximum Corporate Tax Rate in effect on the ef fective date of such change; (v)divided by365(or366,depend ingonthe number ofdaysintheyearin which such change takes effect). For purposes ofthis paragraph (2),"Federal Funds Rate" shall mean the rate announced as the Federal Funds Rate in the Wall Street Journal or,in the event the Wall Street Journalisnolongerpublished,anysimilar daily financial publication which publishes such rate. -6 ^Si Notw^hstanding any provision hereof tothecontrary,the Exempt Rate shall at no time ex- f™»**Cfte.-eqnal to the Prime Rate<as adjustedfromtimetotime.J ,«.H>Interest shall be computed on the basis of a365-day year for the actual number of days elapsed a L maturity and in the event of a default interest shait ™?accrue at the Exempt Rate,but shall accrue aT?he maximum rate permitted by law or,in the event there is no such maximumthenattherateoftwenty-five percent (25?)oer annum(the "Default Rate").*<-ent \*>/.)per an- SECTION 7.EXECUTION OF NOTE.The Note shall be signed and executed in the name of the Issuer as set forth in the form of the Note in Section 12 hereof.The signa tures of the City Manager,City Clerk or other officers of --!i 5U«authorized to sign the Note shall be manual.TheT*\°l the *SSUer sha11 be impressed,imprinted,reproducedorlithographedontheNote.The Note shall be validly exe cuted when signed by the persons who shall respectively hold t^aa?Pr°Pri^e °«i"s at the time of execution and - of *£Ia'wlthou3 fe?ard to who "eld the office on the date,,u ,5d°Ptlon of this Ordinance or the date of the Note or Note °ffiCe at the time of the ^livery of the SECTION 8.NEGOTIABILITY AND REGISTRATION. ~*4.->A'The Issuer shall,so long as the Note isoutstanding,retain and maintain with the Registrar appro priate registration books for the purpose of registering and transferring the registration of the Note as contemplated in oointJ6^10"8-Th\ISSUer Sha11 be<and ls hereby appointedtoserveas,the initial Registrar hereunder. «*,„«,h'^T!,\Issuer may deem and treat the person inTftLnTt^6 N?v6 may be "Mistered as the absolute ownerf«r «?i ^purpose of receiving payment thereof andforallotherpurposeswhatsoever,and the Issuer shall not be affected by any notice or knowledge to the contrary The thenRfgistfarny "^ma*bS registered onlV on «»•bobks of i-*„w~—°\"Pon surrender for registration of transfer oftheNoteattheofficeoftheRegistrar,the Registrar shall execute and deliver to the transferee or transferees a new fully registered Note for a like principal amount. fo„„„,D-Ar,y Note Presented for registration of trans- nr'J.1 ?*'**£demPtlon or Payment shall be accompanied(if so required by the Issuer or the Registrar)by a written instrument or instruments of transfer or authorization for "„"f:.ln form and with guaranty of signature satisfactorytotheIssuerortheRegistrar,duly executed by the Holder or his duly authorized attorney or legal representa- X-1 ve. „„,.E'T1?e Issuer or the Registrar may charge the Trnttnt^SU\SUffiC'tnt t0 C°Ver ^ta*'fee'°*^the^gov!IssuSr?L f ^^.that may be imP°se<*(other than by theIssuer)on any exchange or registration of transfer of the Note.Such taxes,fees,or charges shall be paid before any such new Note shall be delivered. F.A Note delivered upon any registration of transfer or exchange shall be a valid obligation of the Issuer,evidencing the same debt as the Note surrendered, shall be secured by this Ordinance and any supplemental or dinances or resolutions,and shall be entitled to all cf the security and benefits hereof to the same extent as thi?Ncte •"•:r ndered. -7- SECTION 9.PROVISIONS FOR REDEMPTION. A.The Note shallbe subject to redemption,in whole,orinpart,attheoptionofthe Issuer,onanydate prior toits maturity,without premium orpenalty. B.The Holder oftheNotetobe redeemed inpart shall present and surrender such Note tothe Registrar for payment of the principal amount thereof so called for redemption,and the Registrar shall note on the reverse side thereof the date ofsuch redemption arid the principal amount ofthe portion oftheNotesoredeemed,oratthe option of the Holder of such Note,the Issuer shall execute and,if applicable,the Registrar shall authenticate and deliver,to or upon the order of such Holder,without charge therefor,a Note fully registered asto principal and interest inan amountequaltothe unredeemed balance oftheprincipal amount of the Note so surrendered. C.Notice of such redemption shall be given,in theeventofapartial redemption,notlessthanseven (7) days,and inthe event ofa redemption ofthefull amount of suchNote,notlessthanfifteen(15)days,prior tothe redemptiondate,bedepositedintheU.S.Mail,postagepre paid,to the registered owner of the Note at its address as itappearsontheregistrationbookstobemaintainedbythe Registrar in accordance with the terms hereof. D.IftheNoteistobe redeemed inpart only, thenoticeofredemption shall statethepartorportion thereof to be redeemed and shall state also that on or after the redemption date,upon surrender of such Note,a new Note intheprincipalamountequaltothe unredeemed portionof suchNote will be issued if requested by theHolder. LOST SECTI0N 10-NOTE__MUTILATED,DESTROYED.STOr.FM gp i««4.^A;If the N°te is mutilated,destroyed,stolen orlost,the Issuer may,in its discretion (i)deliver a dupli cate replacement Note or (ii)pay the Note together with ac crued interest.A mutilated Note shall be surrendered to and cancelled by the Registrar or the City Clerk of the Issuer.The Holder must furnish the Issuer proof of own ership of any destroyed,stolen or lost Note;post an indem- conditionf a^°ryTt0 ^ISSU6r;C°mply with'aSy reason e«»S It t ?ISSUer °r the Re9istrar may prescribe;andpaytheIssuersortheRegistrar's reasonable expenses!A destroyed,stolen or lost Note will be cancelled on the reg istration books by the Registrar.9 ^,-•,B*_Any SUch duPlicate Note shall constitute anoriginalcontractualobligationonthepartoftheIssuer ^/°S K0t the destr°yed<stolen,or lost Note be at anytimefoundbyanyone,and such duplicate Note shall be en titled to the same benefits and rights as to lien on and source of and security for payment from,the revenues'and other funds pledged herein as the mutilated,destroyed stolen or lost Note was entitled.y a' «+»,<-'nSECTI?u l1'F0RM QF NQgg-The Note shall be substantiallymthefollowingform(with such variations ??on^nH JZd insertions<d^to differences in denominalbv%£?«ot^r provisions,as may be required or permitted resolut 0rdlnance or any supplemental ordinance or -8- (Form of Note) R- UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF SOUTH MIAMI REVENUE NOTE,SERIES 1986 KNOW ALL MEN BY THESE PRESENTS,that the City of SouthMiami,Florida (hereinafter calledthe"Issuer"),a Florida municipal corporation and public body corporate and politic,created and existing under and by virtue of the lawsoftheStateofFlorida,for value received,hereby promises to pay to Barnett Bank of South Florida,N.A., Miami,Florida (the "Original Purchaser")orto registered assigns or legal representatives thereof (collectively,the "Registered Owner"),on the 30th day of April,1987,but solely from the funds hereinafter mentioned,the principal sum of THREE HUNDRED SIXTY THOUSAND DOLLARS orsuchotherlesser aggregate principalamountashasbeen advanced by the Original Purchaser to the Issuer as provided in the Note Ordinance as of the date of maturity hereof and topayinterestonthe outstanding principalsumhereoffrom thedateoftheinitial advance andfromthedateordates of subsequent advances on the aggregate amount so advanced, as provided inthe Note Ordinance from and including the date hereof with respect to the initial advance,and from the dates of subsequent advances with respect to such ad vances,until thisNoteisfully paid or redeemed atarate (the "Exempt Rate")per annum (computed for the actual days elapsed on the basis of a year containing 365 days)equal to afloatingrateof65%ofthePrimeRate.PrimeRatemeans the annual rate of interest announced from time to time by BarnettBanksof Florida,Inc.ThePrimeRateisaref erence rate for the information and useof the Original Purchaser in establishing the actual rates tobe charged to its borrowers. Notwithstanding anything in this Ordinance to the contrary,the Exempt Rate is subject to adjustment as providedinthis Note.TheBasePercentagewhichmeansthe percentageappliedtothePrimeRateindeterminingthein terest which the Note will bear is currently sixty-five per cent (65%),andissubjectto adjustment asfollows: (1)Inthe event that the maximum federal corporate income taxrate applicable tothe Bank under Section 11ofthe Internal Revenue Code of 1954,asamended (the "Code")(the"Maximum Corporate Tax Rate")shall,duringanyperiodwith respecttowhichinterest shal be accruing onthe Note,be other than forty-six percent (46%),the Base Percentage shall be the product obtained by multiplying theBase Percentage asofthe date hereof byafraction,the numerator of which shall be one hundred percent (100%)minus the then appli cable Maximum Corporate Tax Rate and the denomina tor of which shall be fifty-four percent (54%); such product tobe rounded to the nearest one-tenth of one percent. -9- (2)The Exempt Rate shall be subject to fur ther adjustment in the event the amount of interest incurred or continued by the Bank to purchase obli gations the interest on which is exempt from taxes (within the meaning of Section 291 or any successor provisions of the Code),and allowed as a deduction to the holders of Note,is reduced or limited because of any change in the Code or the regula tions promulgated thereunder;in such event,the Exempt Rate shall be adjusted such that interest on the Note shall be increased (or decreased)each day byadollaramountequal to: (i)the difference (expressed as a decimal)obtained by subtracting (a)the percentage listed in Section 291(a)(3) (or any successor provision)of the Code from (b)the percentage listed in Section 291(a)(3)(or such other successor provi sion)oftheCodeafterthe effective dateofsuchchange; (ii)multipliedbytheFederalFunds Rate (as hereinbelow defined); (iii)multiplied by the principal amountoftheNoteoutstandingontheef fective date of such change; (iv)multiplied bytheMaximum CorporateTaxRateineffectontheef fective date of such change; (v)divided by 365 (or 366,depend ing on the number of days in the year in which such change takes effect). Principal and accrued interest on this Note shall be payable at the maturity hereof or upon earlier redemption.Principal and interest due on this Note are payable to the Registered Owner in immediately available Florid UP°n presentation when due at city Hall,South Miami, Advances made by the Original Purchaser to the Issuer as provided in the Note Ordinance shall constitute advances of principal of this Note and shall be made to the JSUtu 25 !i e„manner and subject to the terms and conditionsoftheNoteOrdinance.Each advance and each redemption of principal and the date thereof shall be recorded by the reg istered owner hereof in the space provided therefor on this Note. This Note shall be subject to redemption,in whole or m part,at the option of the Issuer on any date prior to IIL m*turity>without premium or penalty.Notice of such epioftn *ha11 bS giVen by mail in the manner required bytheNoteOrdinance,as hereinafter defined. ..ef Jhis *ote ^issued to finance in part certain ad ministrative and operating costs of the Issuer,pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida,including particularly Section 159.11,Florida Statutes,Chapter 166 Florida Statutes,and Ordinance No.rnvivfeS enacted by the SS^nJ[.Body of the Issuer on sFptimber 26,1986 (the Note Ordinance").This Note is subject to all the terms and conditions of the Note Ordinance and capitalized terms not otherwise defined herein shall have the same meanings as ascribed tothem in theNote Ordinance. -10- In the following order and priority,this Note ispayablefromandsecuredbyapledgeofandlienupon(ittheundistributedproceedsof£he Note and ?he interest earnings thereon until used for the purposesprovided in the on ?h«odlnanC6'41'taX6S imp°sed and levied by the issueronthepurchasesofcertainservices,including electricitvmeteredorbottledgas,telephone and wa?fr service asauthorizedbySection166.231,Florida Statute"ascended 18d °Irt?clee?TfCttt hyr^1S^r and codifi4d as Cha^r«nU-,<l t -°f the Slty of South Miami Code (the"iUl"Services Taxes");and (iv)franchise revenues im!rliltu ^received by the Issuer from Southern BellTelephoneCompanypursuanttoOrdinanceNo.422,enacted bv the Issuer on April 21,1959,Florida Power &Light Comoanv on^Mafas"0 I^Th T 7784-1202'-acted bftheSonMay15,1984,and Peoples Gas Company pursuant tn Ordinance No.478 enacted on April 2,1963 Reference is relating V?^finance for ^he provisions,among o?nIrs!relating to the terms,lien and security for this Note thi custody and application of the proceeds of this No the rights and remedies of the Registered Owner of this Note the custody and application of the proceeds of this Note' the rights and remedies of the Registered Owner of this Note and the extent and limitation on the Issuer's rights dutiesandobligations,to all of which provisions ^Registere!Owner hereof assents by acceptance hereof.registered ora,„K1.Thjs Note sha11 not be deemed to constitute a generalobligationorapledgeofthefaithandcreditofthe Jw!^*!£•S5?te of.Florida °r any political subdivisionthereofwithinthemeaningofanyconstitutional,legisla tive or charter provision or limitation,and itis expressly agreed by the Registered Owner of this Note that such Registered Owner shall never have the right,directly or in- aW y'/°-reqUire °r C°mpel the exercise of the 2dvaloremtaxingpoweroftheIssueroranyotherpolitical subdivision of the State of Florida or taxation in any form on any real or personal property for the payment of the Resolution ^"*^^am°UntS p™vided ^™"he Note R^i =t-~l\iS f"rther agreed between the Issuer and theRegisteredOwnerofthisNotethatthisNoteandtheindeb! tedness evidenced hereby shall not constitute a lien upon any property ofor in the Issuer,but shall constitute a iw.°nl^°n thS Pl6dged Revenues and other items described Ordinance man"er prOVided above and described in the Note ResolnH^Issuer has covenanted and agreed in the NoteResolutiontofix,revise,maintain and collect such fees rates and charges as will provide Pledged Revenues which will be sufficient to pay the interest on the Note as thesamebecomesdue.««i.<s as tne „T,he Issuer does hereby covenant with the Reaistered ^n^°fM^1S ??*?that "wiU raake no use °£the processofthisNotewhichwouldcausethisNotetobetreatedasan ^venue'^code01^^SSCti°n 103(C)«*'ST^tEnSKevenueCodeof1954,as amended,and the reoulat-i ms prescribed and proposed thereunder;or take any oth^r action which would otherwise cause the interest on thistote to become taxable to the Registered Owner hereof under federal j-«w• -21- ..It is hereby certified and recited that all acts conditions and things required to exist,to happen and to be performed precedent to and in the issuance of this Note ex ist,have happened and have been performed in regular and *^f°rm and time as re(3uire<*by the laws and Constitution of the State of Florida applicable hereto,and that the is suance of this Note does not violate any constitutional or statutorylimitationor provision. IN WITNESS WHEREOF,the City of South Miami, Florida,has issued this Note and has caused the same to be manually signed by the City Manager,and attested and coun tersigned by the City Clerk,and its corporate seal or a facsimile thereof to be affixed,impressed,lithographed or reproduced hereon,all asof the dayof,198 CITY OF SOUTH MIAMI,FLORIDA By.__m City Manager [SEAL] ATTEST: By_ City Clerk PROVISIONS FOR REGISTRATION ThisNoteshallbe registered inthe name ofthe initial owner as to principal and interest on the books kept by the Registrar appointed by the Issuer.Subsequent regis tration shall be made on the books kept bythe Registrar. No transfer shall be valid unless (i)made by written as signment,(ii)noted on books of the Registrar and (iii)un less anew registered Note shall be issued,notedinthe blank below. (No writing inthis blank except bythe Registrar) Dateof Nameof Signatureof Registration RegisteredOwnerRegistrar -12- SCHEDULE OF PRINCIPAL ADVANCES AND PREPAYMENTS Date Amount Advanced Principal Prepayment ASSIGNMENT Initials of Noteholder FOR VALUE RECEIVED,the undersigned _(the "Transferor"),hereby'seTTi";a^iiin^and transfers unto (the "Transferee") PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the withi^o^^^^^^^^r,and hereby ir- SSFHS^s^Egras -13- Date: Signature Guaranteed: NOTICE:Signature(s)must be guaranteed bya member firm of the New York Stock Exchange ora member firmofany other recognized national securities exchange or a com mercial bank or a trustcompany. Registered Holder ""— NOTICE:No transfer will be registeredandnonewNote will be issued in the name of the Transferee,unlessthe signature(s)to this assignment correspond(s)with thenameas it appears upon the face of the within Note in every particular, without alteration or enlarge ment orany change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. (End of Note Form) SECTION 12.APPLICATIONOF PROCEEDS, from the sale of the Note,shall be applied by the Issuer as follows: Proceeds A.Simultaneously with the delivery of the Note the Issuer shall advance as provided in Section 13 below an amount equal to the legal expenses,fiscal expenses,admin istrative expenses and such other expenses as may be neces sary or incidental for the issuance of the Note,which shall be deposited in the Note Proceeds Account herein created and established and used to pay such expenses. B.The balance of the proceeds of the Note shall when advanced as provided in Section 13 below,be used for payment of Costs and be deposited to the credit of the Note Proceeds Account hereinafter created and established. SECTION 13.PROCEDURE FOR ADVANCES.Except for the initial advance on the date of delivery of the Note the Director of Finance shall request each advance of principal with respect to the Note by delivering to the Original Purchaser a written request for advance no later than five (5)business days prior to the date on which the advance is requested to be made.Each request for advance shall spe cify the proposed date of the advance and the amount thereof.Not later than 12:30 p.m.(Miami Time)on the date of the proposed advance,the Original Purchaser shall make the requested advance to the Issuer in immediately available funds for deposit into the Note Proceeds Account. SECTION 14.NOTE PROCEEDS ACCOUNT. A.Immediately following the delivery of the Note,the Issuer shall deposit in a separate account hereby designated as the "City of South Miami,Florida,Revenue Note Account"(the "Note Proceeds Account"),which is hereby created and established,proceeds from the sale of the Note which have been advanced as described in Section 13 above • Such account shall be kept separate and apart from all other accounts of the Issuer,and the funds on deposit therein shall be withdrawn,used and applied by the Issuer solely for the payment of Costs and purposes incidental thereto and,solely to the extent provided in Section 12 above to pay costs of issuance of the Note. B.Any funds on deposit in the Note Proceeds Account that,in the opinion of the Issuer,are not immedi ately necessary for expenditure,as hereinabove provided 14 may be invested and reinvested in Investment Obligations which shall mature or be redeemable at the option of the Issuer at face valuenot later than the datesonwhich such funds are needed.All income derived from investment of funds in the Note Proceeds Account shall be deposited therein and shall beused to pay Costs. C.Moneysin the NoteProceedsAccountshallbe secured at all times in the manner prescribed by the laws of the State of Florida relating to the securing of public funds. D.Upon payment of the Costs,any amounts then remaining in the Note Proceeds Account and not reserved by the Issuer for the payment of any remaining Costs incurred and for which the Issuer is obligated to pay,shall be transferred tothe Redemption Account andusedto redeem the Noteinthe manner described inSection15below. SECTION 15.COVENANTSOFTHE ISSUER WITHRESPECT TOTHE NOTE.Untilthe principal ofandinterestonthe Note hasbeenpaidin full,the Issuer covenants with the Holder as follows: A-Punctual Payment.The Issuer,covenantsand agrees with the Holder of the Note that it will punctually payorcausetobepaidtheprincipalofandinterestonthe Note,in conformity with the terms of the Note and this Note Ordinance and that it will be unconditionally and irrevoca bly obligated,so long as the Note is outstanding and un paid,to take all lawful action necessary or required during each Fiscal Year to make any and all payments of principal of and interest on the Note as such become due and payable. B•PledgeofCertain Proceeds,Revenues.The payment oftheprincipalofandinterestontheNoteissued hereunder shall be secured by a lien on and pledge of,and the Issuer does hereby irrevocably pledge to the payment of the Note and the interest thereon and grant a lien upon,(i) the undistributed proceeds of the Note and the interest earnings thereon until used for the purposes herein provided,(ii)Utilities Services Taxes,and (iii)Franchise Revenues (collectively,the "Pledged Revenues").The pledge described in this Section 15 shall be valid and binding from the date of delivery of the Note issued hereunder,and all moneys and sources of funds sopledgedand thereafter received by the Issuer shall be immediately subject to the lien of such pledge without any physical delivery thereof and without further act of any person. Fr_aJHhJ^R,ven^i^^Tfs^ for paymyen?*£^b^.:^.00^^^™UU^^Services Taxes and the Franchise Revenues Utilities D.Redemption Account. (1)Moneys remaining in the Not*p™,-=^„Account after completion of the acquisition or the of Costs"0^^'T^?rmmitted for th*P^nttoasthtlwithnf6Xtent.Pitted hereunder,l*?lrS ~^2 Ller moneYs in the manner and to thetions^f°Vthf T*Subse<*fnt ordinances or re o !*han ht a the.4.Ifsuer adopted from time to time herebv ecd!^ted ^a Special account ^h is«Z f y created and established to be known a*tul'Note Redemption Account."Moneys in the Note tentTo^^T"^ShaU be applied to the full ex! re o6t!£a?^princiPal °f and accruedeart'r2 „°v'-"'"?-turity °r at the «»•of>>/-» (2)On the maturity of the Note,unless suf ficient funds have been previously deposited therein,there shall be deposited into the Note Redemption Account,Revenues pledged hereunder or from other available funds of the Issuer,moneys which are sufficient to pay the principal of the Note then due,and any unpaid interest. (3)Commencing on the day following maturity of the Note and in the event the Note has not theretofore been paid from proceeds pledged for the payment thereof or from other sources,the Issuer shall accumulate in the Note Redemption Account all funds pledged for the payment of the Note hereunder as soon as they are received including,without limitation,all Utilities Services Taxes and Franchise Revenues until the Note shall be paid in full.Funds thus deposited in the Note Redemption Account shall be promptly used first to pay accrued interest on the Note,and then to retire the prin cipal of the Note. E.Investment of Funds. Redemption Account may be Investment Obligations.All in the Note Proceeds Account used for the purposes speci come and profits derived from the Note Redemption Account into the Note Proceeds Ace therein are sufficient topa come and profits shall therea Redemption Account. Funds in the Note invested and reinvested in income on investments of funds shall be retained therein and fied for such account.All in- the investment ofmoneysin shallbe deposited uponreceipt ount until funds on deposit y the Costs,and then,such in- fter be retained in the Note F.Compliance with Laws and Regulations.The Issuer covenants and agrees to perform and comply in every respectmaterialtothe security oftheNotewith all appli cablefederaland state laws,rulesand regulations relating tothe payment oftheCostsandthe performance ofthe Issuer's covenants andobligationshereunder. rustFunds.As provided by Section 159.11, s,and this Ordinance,all accounts created onstitute trust funds to secure the Holder of r the purposes herein provided,shall be es- "andheldbythe Director ofFinance(oran sitary designated by the Issuer),and shall be kept separate and distinct from all other suer and used only for the purposes as set G.T Florida Statute herein shall c the Note and fo tablished with Authorized Depo at all times funds of the Is forth herein. SECTION 16.EVENTS OF DEFAULT;REMEDIES. A.Eventsof Default.Eachofthefollowing events is hereby declared an "event of default": (1)the payment ofthe principal ofand interest on the Note shall not be made when thesameshall become due and payable atmat urity;or (2)theIssuer shall for any reason be rendered incapableof fulfilling itsobliga tions hereunder tothe extent thatthepayment oftheNotewouldbe materially adversely af fected,and such condition shall continue un remedied fora period of thirty (30)daysaf ter the Issuer becomes aware of such condi tions;or (3)an order or decree shall b<-entered, with the consent or acqui .cence of th« Issuer,appointing a receiver oi receivers .•_ the Issuer,or any part thereof or the filirn of a petition by the Issuer for relief unaer federal bankruptcy laws or any other applica blelawor statute ofthe United Statesof Americaorthe State ofFlorida,whichshall notbe dismissed,vacated ordischargedwithin thirty (30)days after the filing thereof;or (4)theIssuer shall default inthedue and punctual performance ofany covenant,con dition,agreement or provision containedin theNoteoronthepartoftheIssuertobe performed,other than the timely payment of principal or interest onthe Note,andsuch default shall continue for sixty (60)days af terwrittennoticespecifyingsuchdefaultand requiring sametobe remedied shallhavebeen giventothe Issuer bytheHolderofthe Note. B-No Default if Cured.Notwithstanding the foregoing,with respect to the events described in paragraph (4)of subsection A above,the Issuer shall not be deemed in default hereunder if such default can be cured within a reasonable period of time and if the Issuer in good faith institutes appropriate curative action and diligently pur suessuchactionuntilthedefaulthas been corrected. C.Right of Holder to Institute Suit. (1)Upon the happening and continuance of any event of default specified in subsection Aof this Section 16,then and in every such case the Holder may proceed,sub ject to the provisions of subsection D of this Section 16 to protect and enforce the rights of the Holder by a suit,' action or special proceeding in equity or at law,either for the specific performance of any covenant,agreement or provision herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy as such Holder shall deem most effectual to protect and enforce such rights. (2)If the Issuer defaults under any of the provi sions of this Ordinance as described in this Section 16,and the Holder should employ attorneys or incur other expenses for the collection of the payment of principal and accrued interest by the Issuer or the enforcement or performance or observance of any obligation or agreement of the Issuer in the Note or herein contained,the Issuer agrees that the Issuer will on demand therefore pay to the Holder the reas onable fees of such attorneys (including fees on appeal)and such other expenses so incurred by the Holder. D.Discontinued Proceedina<?t^proceeding t.keTTW^hTlioldTr—»"rc^At of"any^d.fau??shall have been discontinued or abandoned or I dff beenreastore'deVtory itf S"-^ISSUer ^^^olZr^Tn given hereunder or now or hereafter existing »*f medy equity or by statute or otherwise and mav hi 9 laW 2r lnanytimeorfromtimetotimeandmofIn.e*««sed at sary,by the Holder of the Note?may be neCes_ F.NoWaiverofHolder's RirrK+-<=vt .,,omission of the~l^l^c-t7 ^>^^~~^^'"°dela*or mg upon any default shnll impair th*Sr1P°Wfr accru-hereunder wi^b r^sr—t :,,„JP !*e Holae^s rightstl)1-p aM _.«r--t <->ai.j such defaultor rha.ii --st - time to time ana as _£ten as may be deemed expedient G.Interest Rate Upon Default.In the event payment of principal and accrued interest on the Note shall not be paid when due,the amount in default shall continue to bear interest from the date of occurrence of the event of default,as described in subsection Aof this Section 16and subjectto subsection Bhereof,until payment thereofata rate per annum equal to the Prime Rate,or the maximum lawful rate,whichever shall be less. SECTION 17.COMPLIANCE WITH PRIOR ORDINANCES AND OTHERDOCUMENTS.TheIssuerwill comply with the covenants and obligations applicable toitcontainedinanyotheror dinance or resolution or contract to which the Issuer isa partyand noncompliance withwhichwould materially adver selyaffecttheabilityoftheIssuertomakepaymentson the Note when due. SECTION 18.COVENANT PROHIBITING EXCESSIVE ARBI TRAGE .The Issuer covenants with the Holder of the Note thatneithertheIssuernorany party under its control will make anyuseofthe proceeds oftheNoteatanytime during theterm thereof which,ifthatusehadbeen reasonably ex pected on the date the Note was issued,would have caused the Note tobean "arbitrage bond"withinthemeaningof Section 103(c)of the Internal Revenue Code of 1954,as amendedorany successor Code(the"Code"),as implemented bysuchproposed,temporary and permanent regulations as havebeenormaybeadoptedfromtimetotimebytheUnited States Treasury Department thereunder orwilltakeanyother action which would otherwise cause the interest on the Note to become taxable to the Holder thereof under federal law. The Issuer understandsthat this covenantimposesanobliga tion on the Issuer throughout the term of the issue to com plywiththe requirements ofSection103(c)oftheCode,and tocomply with the requirements ofsuch Treasury regulations implementing such Code section. SECTION 19.DEFEASANCE AND RELEASE OF ORDINANCE. If,atanytimeafterthedateof issuance ofthe Note,(i) theNotesecuredherebyshallhavebecomedueandpayablein accordance with its terms,(ii)the whole amount ofthe principal and all unpaid interest sodueandpayableupon theNoteshallbe paid,orsufficientmoneysshallbeheld by an Authorized Depositary in irrevocable trust for the benefitoftheHolder(whetherornotinanyaccounts createdhereby)which,wheninvestedindirectobligations ofthe United States of America maturing not later than the maturity or redemption dateofsuch principal and interest will,togetherwiththeincomerealizedonsuchinvestments, be sufficient to pay allsuch principal and interest onsaid Noteatthe maturity thereof,and(iii)provisions shall also be made for paying all other sums payable hereunder by theIssuer,then and in that casetheright,title and in terest ofthe Holder hereunder onthe Pledged Revenues and other funds and accounts pledged hereunder,and all other pledgesandliens created hereby or pursuant hereto,with respect to the Holder shall thereupon cease,determine and become void,and if such conditions have been satisfied with respecttotheNote issued hereunder and then outstanding, all balances remaining inany other funds or accounts createdbythisNoteOrdinanceotherthanmoneysheldfor redemptionorpaymentoftheNoteandtopayallothersums payable by the Issuer hereunder shall be distributed to the Issuer for any lawful purpose;otherwise this Note Ordinance shall be,continue and remain in full force and effect. -18- SECTION 20.SUPPLEMENTAL ORDTNANPfc!and RESoru.TIONS;ISSUANCE OF ADDITrONAr^^-^™*%™»,»ESOM- sue bonds notes or other obligations on a parity with or £?VinV ilen Pri°r to the lien created hereby on thePledgedRevenues,except for the purpose of paying the Note in full at or prior to maturity,without the prior written consent oftheHolderwhich consent shall notbeunreasona bly withheld.After issuing the Note,the Issuer will not adopt any supplemental ordinances or resolutions,which would materially adversely affect the ability of the Issuer to make payment of the Note when due,together with all ac crued interest thereon. SECTION 21.AUTHORIZATIONS.TheCityManagerand the City Clerk,or their duly authorized substitute offic ers,are hereby authorized to execute theNoteby their man ual signatures inthe manner provided herein.Such officers and the Director of Finance,and such other officers,em ployees and agents of the Issuer as may be designated by the City Manager or the Governing Body,are hereby authorized anddirectedtoexecutesuch documents,instrumentsandcon tracts,whether or not expressly contemplated hereby,and to execute and do all acts and things required by the provi sions of this Ordinance as may be necessary for the full, punctualandcomplete performance ofallthe terms,coven ants,provisions and agreements herein and therein con tained,orasotherwisemaybenecessaryordesirabletoef fectuate the purpose and intent of this Ordinance.The City Clerk,theCityManagerandtheDirectorofFinanceare hereby designated astheprimaryofficersofthe Issuer charged withthe responsibility ofissuingthe Note. SECTION22.SEVERABILITY.Ifanyoneormoreof thecovenants,agreementsorprovisionsofthisOrdinance should beheldcontrarytoany express provisionsoflawor contrary to the policy of express law,though not expressly prohibited,or against public policy or shall for any reason whatsoever be held invalid,then such covenants,agreements or provisions shall benulland void and shall be deemed separate from the remaining covenants,agreements or provi sions of this Ordinance orofthe Note issued hereunder. SECTION 23.CONTROLLING LAW;MEMBERS OF ISSUER NOT LIABLE.Allcovenants,stipulations,obligations and agreements of the Issuer contained in this Ordinance shall bedeemedtobe covenants,stipulations,obligations and agreements ofthe Issuer to the full extent authorized by theActand provided bythe Constitution and lawsofthe State of Florida.No covenant,stipulation,obligation or agreementcontainedherein shall be deemed tobeacovenant, stipulation,obligation or agreement of any present or futuremember,agentoremployeeoftheIssuerinhisorher individualcapacity,andneitherthe members ofthe Governing Bodyofthe Issuer norany official executingthe NoteshallbeliablepersonallyontheNoteorthis Ordinance or shall be subject to any personal liability or accountability by reason ofthe issuance of the Note or the execution thereof bythe Issuer or such officers thereof. -19- Note shanEn^°K ^'5PECIAL_0BL1GATI0N_0F THE ISSUER.The de^edn "V IL^llutTVitlln^k °bli*ation «-"ConstihiHA^,*i 1 er within the meaning of the payable ,"l3WS 2f the State °f F1°rida,^t shall bettePd,Y and secured by a lien upon and pledgeof of the Note 1^7***"?^desi^^l»»in.So Holderoftheadv,^Ter haVe thS right to coraPel the exerciseoftheadvaloremtaxingpowersoftheIssuerortaxationin PremfuT ?5 ^P^pertV to Pa*such Note or the interest or to parent «?*'^ereon'.nor sha11 such Holder be entitledottw?fSS\f *£T princlpa*<P^mium and interest from any de^gna^dhe're^n.15511^^"^the fU"dS expressly All nrrtin^TI°N 25,REPEAL OF INCONSISTENT RESOLUTIONS««,ordlnances °r parts of ordinances in conflict herewithareherebyrepealedtotheextentofsuchconflict SECTION 26.FINDING Of EMERGENCY.Baseduponthe of the9T^'T^V °£tMS 0^n«nc*>the Governing Body he o n°".h"ey flnd a"emergency exists requiringdoesherebvfind^°^dlnance on an emergency basis andaoesnerebyfindthatcircumstancescreatingtheemeraenov Article T -^^aten.borrowing of money or"6ArticleIV,F(2)oftheCity Charter. OF EMERGENCY. take effecf Kh?7;iEFFECTI7E DATE"Thi*Ordinance shallcaKeetfectimmediatelyuponitsenactment. 1986. PASSED AND ADOPTED this 26th day of September, Emergency Reading:^(jY /pr 273830025o:46 APPROVED Mayor A Passed on First reading:10/07/86 Passed on second reading: Public Hearing Held: Jo\n /frd ^ULOmSV*i Otexic^K -20- V *-k "'' or\r\or