HomeMy WebLinkAboutO-1169317,
J-98--920-
8/19/98
ORDINANCE NO. 11693
CITY OF MIAMI, FLORIDA
PARKING SYSTEM REVENUE REFUNDING BONDS,
SERIES 1998
11693
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 101. Meaning and Words and Terms . . . . . . .
Section 102. Rules of Construction . . . . . . . .
ARTICLE II
DETAILS OF BONDS; AUTHORIZATION OF
DEFEASANCE OF 1993 BONDS
Section
201.
Limitation on Issuance of Bonds .
. . . .
Section
202.
Details of Bonds . . . . . . . . .
. . . .
Section
203.
Execution and Form of Bonds . . .
. . . .
Section
204.
Exchange of Bonds . . . . . . . .
. . .
Section
205.
Negotiability, Registration and Registra-
.
tion of
Transfer of Bonds . . . . . . . . .
. . . .
"Section
206.
Ownership of Bonds . . . . . . . .
. . . .
Section
207.
Authentication of Bonds . . . . .
. . . .
Section
208.
Authorization of 1998 Bonds . . .
. . .
Section
209.
Additional Bonds for Additional
System
Facilities . . . . . . . . . . . . . . . .
. . .
Section
210.
Additional Bonds for Completion Purposes
.
.
Section
211.
Additional Bonds for Refunding Purposes
Section
212.
Temporary Bonds . . . . . . . . .
. . . .
Section
213.
Mutilated, Destroyed Lost or
Stolen
Bonds .
. . . . . . . . . . . . . .
Section
214.
Qualified Derivative Agreements .
.
. . . .
Section
215.
Authorization of Defeasance of
1993
Bonds.
. . . . . . . . . . . . . . . . . .
. . . .
ARTICLE III
REDEMPTION
Section
301.
Redemption Generally . . . . . . . . . . .
Section
302.
Extraordinary Redemption of all Bonds
Section
303.
Selection of Bonds or Portions thereof to
be
Redeemed . . . . . . . . . . . . . . . . . .
Section
304.
. .
Redemption Notice . . . . . . . . . . .
Section
305.
.
Effect of Calling_ for Redemption . . . . .
Section
306.
_Redemption of Portion of Registered
Bonds .
. . . . . . . . . . . . .
Section
307.
.
Use of Government Obligations to Redeem
Bonds .
. . . . . . . . . . . . . . . .
Section
308.
.
Cancellation . . . . . . . . . . . . . . .
ARTICLE IV
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15
15
16
22
23
23
23
24
26
29
31
33
34
34
35
35
35
35
35
37
37
38
38
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CONSTRUCTION FUND
Section
401.
Construction Fund . . . . . . . . . . .
38
Section-402.
Payments from Construction Fund . . . . .
38
Section
403.
Cost of 1998 Protect and Additional System
Facilities . . . . . . . . . . . . . . . . . . . .
39
Section
404.
Proceeds Account . . . . . . . . . . . . .
40
ARTICLE V
REVENUES AND FUNDS
Section
501.
Establishment of Funds . . . . . . . . . .
40
Section
502.
Revenues Received by the Department . . .
40
Section
503.
Application of Money in Revenue Account
40
Section
504.
Application of Money in Interest Account
43
Section
505.
Application of Money in Principal
Account
. . . . . . . . . . . . . . . . . . . . . .
43
Section
506.
Application of Money in Sinking Fund
Account
. . . . . . . . . . . . . . . . . . . . .
44
Section
507.
Application of Money in Reserve Account
46
Section
508.
Application Of Money in the Renewal and
Replacement
Account . . . . . . . . . . . . . . . .
49
Section
509.
Application of Money in the General
Reserve
Account . . . . . . . . . . . . . . . . . .
50
Section
510.
Application of Money in the Redemption
Account
. . . . . . . . . . . . . . . . . . . . .
51
Section
511.
Insurance and Condemnation Award Account
53
Section
512.
Funds Held in Trust . . . . . . . .
53
Section
513.
Cancellation of Bonds . . . . . . . . .
54
Section
514.
Disposition of Fund Balances . . . . . . .
54
Section
515.
Security for the Bonds . . . . . . . . . .
54
Section
516.
Rebate Fund . . . . . . . . . . . . . . .
55
ARTICLE VI
DEPOSITARIES OF MONEY, SECURITY FOR DEPOSITS,
INVESTMENT OF FUNDS, AND COVENANT AS TO ARBITRAGE
Section
601.
Security for Deposits . . .
. . . . . 55
Section
602.
Investment of Money . . . . . .
. . . . . 55
Section
603.
Valuation . . . . . . . . . . .
. . . . . 56
Section
604.
Tax Covenant . . . . . . . . . .
. . . . . 57
ARTICLE VII
GENERAL COVENANTS AND REPRESENTATIONS
Section 701. Payment of Principal, Interest and
Premium. . . . . . . . . . . . . . . . . . . . . . 59
Section 702. Construction of 1998 Project and
Additional System Facilities . . . . . . . . . . . 59
Section 703. Operation of Parking System . . . . . . . 59
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Section 704. Rate Covenant
Section 705. Budgets and Covenant as to Current
Expenses . . . . . . . . . . . . . . . . . . . . .
Section 706. Reserved . . . . . . . . . . . . . . . . .
Section 707. Records, Accounts and Audits . . . . . . .
Section 708. Insurance . . . . . . . . . . . . . . .
Section 709. Notice of Taking; Cooperation of Parties
Section 710. Insurance and Eminent Domain Proceeds . .
Section 711. Compliance with Applicable Law . . . . . .
Section 712. Payment of Charges and Covenant Against
Encumbrances . . . . . . . . . . . . . . . . . . .
Section 713. Disposition of Parking System_ . . . . . .
Section.714. Additional System Facilities, Additions to
the Parking_ System . . . . . . . . . . . . . . . .
Section 715. Contracts Leases and Other Agreements . .
Section 716. Interim Indebtedness; Short Term Indebted-
ness. . . . . . . . . . . . . . . . . . . . . . .
Section 717. Financing_of Special Purpose Facilities .
Section 718. Subordinated Debt . . . . . . . . . . . .
Section 719. Engagement of Accountant, Insurance
Consultant, and Parking Consultant . . . . . . . .
Section 720. Further Instruments and Actions . . . . .
Section 721. Use of Revenues and Inconsistent Actions .
Section 722. No Free Parking at City Facilities . . . .
Section 723. Department to Manage City Parking
Facilities . . . . . . . . . . . . . . . . . . .
Section 724. Biennial Inspection . . . . . . . . . . .
ARTICLE VIII
REMEDIES
Section 801. Extension of Interest Payment . . . . . .
Section 802. Events of Default . . . . . . . . . . . .
Section 803. Acceleration of Maturities . . . . . . . .
Section 804. Remedies . . . . . . . . . . . . . . ... .
Section 805. Enforcement of Remedies . . . . . . . . .
Section 806. Pro Rata Application of Funds . . . . . .
Section 807. Effect of Discontinuance of Proceedings .
Section 808. Control of Proceedings by Holders . . . .
Section 809. Restrictions Upon Actions by Individual
Holders . . . . . . . . . . . . . . . . . . . . . .
Section 810. Enforcement of Rights of Action . . . . .
Section 811. No Remedy Exclusive . . . . . . . . . . .
Section 812. Delay_ Not a Waiver . . . . . . . . . . . .
Section 813. Notice of Default . . . . . . . . . . . .
Section 814. Right to Enforce Payment of Bonds
Unimpaired . . . . . . . . . . . . . . . . . . . .
ARTICLE IX
THE TRUSTEE
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61
62
62
63
64
64
65
66
66
68
68
69
69
70
70
71
71
71
71
72
72
72
73
74
75
75
77
77
77
78
78
78
79
79
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Section
901.
Acceptance of Trusts . . . . . . . . . . .
79
Section
902.
Indemnification of Trustee as Condition
for
Remedial Action Upon Direction of Holders . . .
79
Section
903.
Limitations on Obligations and
Responsibilities
of Trustee . . . . . . . . . . . .
80
Section
904.
Trustee Not Liable for Failure of
Department
to Act . . . . . . . . . . . . . . . . .
80
Section
905.
Compensation of Trustee and Paying Accent .
80
Section
906.
Monthly Statements from Trustee . . . . .
81
Section
907.
Trustee Protected in Relying on Certain
Documents
. . . . . . . . . . . . . . . . . . . . .
81
Section
908.
Notice of Default . . . . . . . . . . . .
82
Section
909.
Trustee Not Responsible for Recitals . . .
82
Section
910.
Trustee May Deal in Bonds . . . . . . . .
82
Section
911.
Resignation and Removal of Trustee Subject
to
Appointment of Successor . . . . . . . . . . . .
82
Section
912.
Resignation of Trustee . . . . . . . . . .
82
Section
913.
Removal of Trustee . . . . . . . . . . . .
82
Section
914.
Appointment of Successor Trustee . . . . .
83
Section
915.
Vesting of Duties in Successor Trustee . .
84
ARTICLE X
EXECUTION OF INSTRUMENTS BY HOLDERS,
PROOF OF OWNERSHIP OF BONDS, AND DETERMINATION
OF CONCURRENCE OF HOLDERS
Section 1001. Execution of Instruments by Holders . . . 84
ARTICLE XI
SUPPLEMENTAL ORDINANCES
Section 1101. Supplemental Ordinance without
Bondholders Consent . . . . . . . . . 85
Section 1102. Supplemental Ordinance with Bondholder's
Consent . . . . . . . . . . . . . . . . . . . . . . 86
Section 1103. Supplemental Ordinances Part of
Ordinance . . . . . . . . . . . . . . . . . . . . 87
Section 1104. Series Ordinance Not a Supplemental
Ordinance . . . . . . . . . . . . . . . . . . . . . 88
ARTICLE XII
DEFEASANCE
Section 1201. Cessation of Interest of Bondholders . . 88
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 1301. Effect of Covenants . . . . . . . . . . . 90
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Section
1302.
Manner of Giving Notice . . . . . . . . .
90
Section
1303.
Successorship of Paying Agent and Bond
Registrar
. . . . . . . . . . . . . . . . . . . . .
91
Section
1304.
Successorship of City Officers . . . . .
91
Section
1305.
Inconsistent Ordinances . . . . . . . . .
92
Section
1306.
Headings Not Part of Ordinance . . . . .
92
Section
1307.
City, the Board, Department, Trustee and
Bondholders Alone Have Rights Under Ordinance . . .
92
Section
1308.
Effect of Partial Invalidity . . . . . .
92
Section
1309.
State Law Governs . . . . . . . . . . . .
92
Section
1310.
Repeal of Ordinance 10115 . . . . . . . .
92
Section
1311.
Notice . . . . . . . . . . . . . . . . .
92
Section
1312.
Posting . . . . . . . . . . . . . . . . .
93
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J-98-920
8/19/98 11693
ORDINANCE NO.
AN EMERGENCY ORDINANCE OF THE CITY OF MIAMI, FLORIDA
AUTHORIZING THE ISSUANCE OF PARKING SYSTEM REVENUE BONDS
OF THE CITY OF MIAMI, FLORIDA, INCLUDING THE ISSUANCE OF
AN INITIAL SERIES OF BONDS IN AN AGGREGATE PRINCIPAL
AMOUNT NOT EXCEEDING $14,500,000 FOR THE PURPOSE OF
REFUNDING THE OUTSTANDING PARKING SYSTEM REVENUE BONDS,
SERIES 1992A OF THE CITY. AND PAYING THE COSTS OF THE
ACQUISITION AND CONSTRUCTION OF PUBLIC PARKING FACILITIES
WITHIN THE CORPORATE LIMITS OF THE CITY OF MIAMI;
AUTHORIZING THE USE OF DEPARTMENT FUNDS TO DEFEASE THE
OUTSTANDING PARKING SYSTEM REVENUE REFUNDING BONDS,
SERIES 1993A; PROVIDING FOR THE PAYMENT OF SUCH BONDS AND
THE INTEREST THEREON FROM CERTAIN REVENUES DERIVED BY THE
DEPARTMENT OF OFF-STREET PARKING OF THE CITY FROM ITS
PARKING SYSTEM AND OTHER AMOUNTS AS PROVIDED HEREIN;
AUTHORIZING OTHER CLASSES OF INDEBTEDNESS TO BE SECURED
AS HEREIN PROVIDED; SETTING FORTH THE RIGHTS AND REMEDIES
OF THE HOLDERS OF SUCH BONDS; MAKING CERTAIN COVENANTS
AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR THE
REPEAL OF ORDINANCE NO. 10115; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, The City of Miami, Florida (the "City"), is
authorized pursuant to the Constitution and laws of the State of
Florida, including, without limitation; Chapter 166, Florida
Statutes, and the Charter of the City, to own and operate, through
the Department of Off -Street Parking of the City, facilities for
the parking of motor vehicles, to operate such facilities as a
proprietary function and an enterprise of the City, and to collect
fees and charges for the use and services of such facilities; and
WHEREAS, the City is also authorized pursuant to the
Constitution and laws of the State of Florida and its Charter, to
issue revenue bonds to pay the costs of acquiring and constructing
such facilities and to refund such bonds and to pledge to the
payment thereof certain revenues as hereinafter more particularly
described; and
WHEREAS, pursuant to Ordinance No. 10115, enacted by the
City on June 26, 1986, as supplemented and amended, the City has
issued its $4,725,000 Parking System Revenue Bonds, Series 1992A
(the 111992 Bonds") and its $15,51-5,000 Parking System Revenue
Refunding Bonds, Series 1993A (the 111993 Bonds"); and
WHEREAS, the City has determined that it is in the best
interest of the citizens and taxpayers of the City that it utilize
certain funds on hand to defease the lien of the 1993 Bonds, and
that it issue revenue bonds under the terms hereof to finance the
cost of certain public parking improvements more particularly
described herein and to refund the 1992 Bonds, and that it provide
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for the issuance of such bonds and other revenue bonds under the
terms hereof; and
. WHEREAS, an emergency exists with respect to the
enactment of this Ordinance in that, in order to take advantage of
existing market conditions and in order to promptly commence the
1998 Project (as hereinafter defined) to meet the parking needs of
the citizens and taxpayers of the City, it is necessary that the
City market bonds authorized hereunder as soon as possible, and
immediate enactment of this Ordinance is necessary in order to
accomplish such marketing; and
WHEREAS, the City Commission, by enactment of this
Ordinance by at least a four -fifths vote, hereby waives all notice
requirements for the regular enactment of municipal ordinances; and
.WHEREAS, this Ordinance is hereby declared to be an
emergency measure on the grounds of urgent public need for the
preservation of peace, health, safety and the property of the City;
NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE
CITY OF MIAMI, FLORIDA:
ARTICLE I
DEFINITIONS
Section 101. Meaning and Words and Terms. In addition
to words or 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 the certified public accountant or
firm of certified public accountants engaged by the Board under the
provisions of Section 719 of this Ordinance.
"Accreted Value" means, the value specified in any Series
Ordinance for any date or dates specified in such Series Ordinance
as the principal amount of Capital Appreciation Bonds, plus the
amount of interest that has accreted thereon. If such date shall
not be specified in such Series Ordinance, "Accreted Value" shall
mean a portion of the difference between the Accreted Value as of
the immediately preceding date specified in such Series Ordinance
and the Accreted Value of the immediately succeeding date specified
in such Series Ordinance calculated based on the assumption that
accreted value accrues during any period in equal daily amounts on
the basis of a year of twelve 30-day months.
"Additional Bonds" means the Bonds of the City authorized
to be issued under Sections 209, 210 and 211 of this Ordinance.
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"Additional Facilities Account" means the account in the
Construction Fund created and so designated by Section 401 of this
Ordinance.
"Additional System Facilities" means (a) any parking
garages and off-street parking facilities and on -street parking
meters that are not a part of the Parking System as of the date of
this Ordinance, including all land, buildings, structures,
equipment and appurtenances constituting a part thereof, (b) all
enlargements of and improvements and additions to any existing or
future buildings and structures that constitute a portion of the
Parking System, and (c) all renewals and replacements of any of the
foregoing, which parking garages, off-street parking facilities,
enlargements, improvements, additions, renewals and replacements
are financed as a whole or in part through the issuance of
Additional Bonds or with money held in the General Reserve Account.
"Annual Budget" means the budget adopted or in effect for
each Fiscal Year as provided in Section 705 of this Ordinance.
"Appreciated Value" shall mean the value specified in any
Series Ordinance for any date or dates specified on such Series
Ordinance as the Appreciated Value with respect to any Capital
Appreciation and Income Bonds. If such date of calculation shall
not be specified in such Series Ordinance, "Appreciated Value"
shall mean a portion of the difference between the Appreciated
Value as of the immediately preceding date specified in such Series
Ordinance and the Appreciated Value as of the immediately
succeeding date specified in such Series Ordinance calculated based
upon an assumption that Appreciated Value accrues during any period
in equal daily amounts on the basis of a year of twelve 30-day
months. As of any date of calculation on and after the Interest
Commencement Date, the "Appreciated Value" shall mean the
Appreciated Value on the Interest Commencement Date.
"Average Annual Principal and Interest Requirements"
means the total amount of Principal and Interest Requirements to
become due on all Bonds divided by the total number of years for
which such Bonds are Outstanding.
"Board" means the Off -Street Parking Board created by the
Charter of the City.
"Bond" or "Bonds" means the Series 1998 Bonds and any
Additional Bonds issued hereunder.
"Bond Counsel" means any attorney at law or firm of
attorneys retained by the City, of nationally recognized experience
in matters pertaining to the validity of, and exclusion from gross
income for federal income tax purposes of interest on, the
obligations of states and their political subdivisions.
3
"Bond Fund" means the fund created and designated the
Miami Parking System Bond Fund by Section 501 of this Ordinance.
"Bondholder" or "Holder" or "Owner" or any similar term
means the registered owner of any Bond Outstanding.
"Bond Registrar" means a bank or trust company either
within or without the State that is designated as such by the
Board, such bank or trust company being the same bank or trust
company designated to act as Trustee.
"Business Day" means any day other than (i) a Saturday,
Sunday, legal holiday or day on which banking institutions in the
City in which the Trustee has its principal corporate trust office
are authorized or required by law or executive order to close, or
(ii) a day on which the New York Stock Exchange is closed.
"Capital Appreciation Bonds" shall mean those Bonds as to
which interest is compounded periodically on each of the applicable
periodic dates designated for compounding and payable in an amount
equal to the then current Accreted Value only at the maturity,
earlier redemption or other payment date, all as so designated by
a Series Ordinance.
"Capital Appreciation and Income Bonds" shall mean any
Bonds as to which accruing interest is not paid prior to the
specified Interest Commencement Date and is compounded periodically
on certain designated dates prior to the Interest Commencement Date
for such Series of Capital Appreciation and Income Bonds, all as so
designated'by a Series Ordinance.
"Capital Funds Budget" for any Fiscal Year means the
amount estimated by the Board to be necessary for the extension,
improvement, enlargement, renewal, or replacement of the Parking
System, whether the same are to be commenced, continued, or
completed during such Fiscal Year or thereafter.
"Certificated Bonds" means any Bond which is represented
by an instrument.
"Chairman" means the Chairman of the Board or the officer
succeeding to the principal functions thereof.
"Chief Financial Officer" means the Chief Financial
Officer of the Department or his designee or the officer succeeding
to the Chief Financial Officer's principal functions.
"City" means The City of Miami, Florida, a municipal
corporation.
"City Attorney" means the City Attorney of the City or
the person succeeding to the principal functions thereof.
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"City Clerk" means the City Clerk of the City, any Deputy
Clerk or any officer succeeding to the principal functions thereof.
"City Commission" means the Commission of the City or the
board or body in which the general legislative powers of the City
shall be vested.
"Construction Fund" means the fund created and designated
the Miami Parking System Construction Fund by Section 401 of this
Ordinance.
"Cost" as applied to the 1998 Project and any Additional
System Facilities financed with Bonds or other available funds,
means, without intending thereby to limit or restrict any proper
definition of such word under law, all items of cost set forth in
Section 403 of this Ordinance.
"County" means Miami -Dade County, Florida, a political
subdivision of the State.
"Current Expenses" means the current expenses, paid or
accrued, of the Board and the Department for the operation,
maintenance, and ordinary, current repair of the Parking System as
determined in accordance with generally accepted accounting
principles, including, without limiting the generality of the
foregoing, all ordinary and usual expenses of operation,
maintenance, and repair, administrative expenses, salaries,
payments to any retirement plan or plans properly chargeable to the
Parking System, payments to other governmental entities for current
expenses for the operation, maintenance and repair of the Parking
System, insurance premiums and expenses and accumulation of
appropriate reserves for self-insurance, engineering expenses
relating to the operation, maintenance, or repair of the Parking
System, fees and expenses of the Trustee and the Paying Agent,
legal expenses, fees of consultants, and any other expenses
required to be paid by the Board and the Department under this
Ordinance or by law, but Current Expenses shall not include any
reserves for extraordinary replacements or repairs, any allowance
for depreciation, any principal payment in respect of capital
leases or Subordinated Debt any deposits to any Fund or Account
created under this Ordinance or any payment to any governmental
entity for capital costs.
"Daily Newspaper" means a newspaper regularly published
in the English language on at least five days in each calendar
week. _
"Default" means any Event of Default and any event that,
after notice or lapse of time or both, would become an Event of
Default.
"Department" means the Department of Off -Street Parking
of the City created by the Charter of the City or the department,
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board or body succeeding such Department by whatever name at the
time given to such Department and having jurisdiction over or
control of the Parking System.
"Depositary" means any bank or trust company duly
authorized by law to engage in the banking business and selected by
the Board as a depositary of money under this Ordinance.
"Director" means the Executive Director of the
Department, the officer succeeding to his principal functions, or
such other individual who from time to time is designated in
writing by the Chairman to perform the duties of the Director.
"Eminent Domain" means the eminent domain or condemnation
power by which all or any part of the Parking System may be taken
for another public use or any agreement that is reached in lieu of
proceedings to exercise such power.
"Escrow Agent" means a bank or trust company, either
within or without the State designated as Escrow Agent in the
Escrow Deposit Agreement and performing such functions as are
required by such Agreement.
"Escrow Deposit Agreement" means the Escrow Deposit
Agreement by and between the City and the Escrow Agent, pursuant to
which a portion of the proceeds of the Series 1998 Bonds and other
funds of the City shall be held, invested and applied by the Escrow
Agent as provided in this Ordinance and the Escrow Deposit
Agreement.
"Event of Default" means each of those events of default
set forth in Section 802 of this Ordinance.
"Fiscal Year" means the period commencing on the first
day of October in any year and ending on the last day in September
of the following year, unless the Trustee is notified in writing by
the Director of a change in such period, in which case the Fiscal
Year shall be the 12-month period set forth in such notice.
"General Reserve Account" means the account in the
Parking System Fund created and so designated by Section 501 of
this Ordinance.
"Government Obligations" means (i) direct obligations of,
or obligations the payment of the principal of and the interest on
which is guaranteed by, the United States of America or (ii) any
bonds or other obligations of any state or governmental unit
thereof which are rated at such time in the then highest rating
category (without reference to gradations within such categories)
of two or more nationally recognized municipal rating agencies.
"Holder of Record" means any owner of one or more Bonds
who shall have filed with the Director, in accordance with
2
procedures established thereby, a written request setting forth his
name and address and the particular reports, notices and other
documents that he desires and is entitled to receive under this
Ordinance.
"Insurance and Condemnation Award Account" means the
account in the Bond Fund created and so designated by Section 501
of this Ordinance.
"Insurance Consultant" means a person or a firm of
persons of favorable repute in the State for skill and experience
in dealing with the insurance requirements of enterprises similar
to the Parking System and in performing the duties to be imposed
upon it by this Ordinance.
"Interest Account" means the account in the Bond Fund
created and so designated by Section 501 of this Ordinance.
"Interest Commencement Date" means, with respect to any
particular Capital Appreciation and Income Bonds, the date
specified in the Series Ordinance authorizing such Capital
Appreciation and Income Bonds after which interest accruing on such
Capital Appreciation and Income Bonds shall be payable on the dates
specified in such Series Ordinance.
"Interest Payment Date" means each interest payment date
applicable to a Series of Bonds as specified in the Series
Ordinance with respect to such Series of Bonds.
"Interim Indebtedness" means indebtedness of the City
payable from Revenues which (a) has a final maturity not more than
sixty (60) months after the date it is incurred, (b) is designated
as Interim Indebtedness by the City, which the City intends to
refinance from the proceeds of Bonds within such sixty (60) month
period, and (c) meets the requirements of Section 716 of this
Ordinance.
"Investment Obligations" means any investment authorized
pursuant to the laws of the State of Florida.
"Net Proceeds" means the gross proceeds derived from
insurance or as an award arising from Eminent Domain, less payment
of attorneys' fees and expenses properly incurred in the collection
of gross proceeds.
"Net Revenues" means the excess of Revenues over Current
Expenses.
"1992 Bonds" means the City's outstanding Parking System
Revenue Bonds, Series 1992A.
111993 Bonds" means the City's outstanding Parking System
Revenue Refunding Bonds, Series 1993A.
V/
11693
"1998 Bonds" means the City's Parking System Revenue
Refunding Bonds, Series 1998, authorized hereby.
111998 Project" means a four -level parking garage on Oak
Avenue between Rice and Mary Streets in Coconut Grove, a revenue
control system, a 300-space surface parking facility on Watson
island and renovation and rehabilitation of a 495-space parking
garage to be located at 40 NW 3rd Street and other parking -related
improvements and facilities.
111998 Project Account" means the account in the
Construction Fund designated as such created by Section 401 hereof.
"Operations and Maintenance Requirement" means, as of the
date of determination, one-fourth of the amount shown by the Annual
Budget as Current Expenses for the then current Fiscal Year.
"Option Bonds" means Bonds subject to tender for payment
prior to their maturity at the option of the Holder thereof.
"Ordinance" means this Ordinance together with any,
supplemental ordinances and Series Ordinances enacted by the City.
"Ordinance No. 10115" means Ordinance No. 10115, enacted
by the City on June 26, 1986, as the same has been supplemented and
amended.
"Outstanding" when used with reference to Bonds means, as
of a particular date, all Bonds theretofore issued under this
Ordinance except:
(1) Bonds theretofore canceled by the Trustee or
delivered to the Trustee for cancellation;
(2) Bonds for the payment of which money, Government
Obligations, or a combination of both, in an amount sufficient to
pay on the date or dates when such Bonds are to be paid or redeemed
the Redemption Price of and the interest accruing to such date or
dates on the Bonds to be paid or redeemed, have been deposited with
the Trustee, the Paying Agent or an escrow agent in trust for the
Holders of such Bonds; Government Obligations shall be deemed to be
sufficient to pay or redeem Bonds on a specified date if the
principal of and the interest on such Government Obligations, when
due, will be sufficient to pay on such, date the Redemption Price
of, and the interest accruing on, such Bonds to such date; and
(3) Bonds in exchange for or in lieu of which other
Bonds have been authenticated and delivered pursuant to this
Ordinance.
"Parking Consultant" means any engineer, engineering
firm, firm of certified public accountants, parking consulting firm
or corporation, or other qualified person, firm or corporation of
0
11693
favorable repute for skill and experience in performing the duties
for which it is employed by the Board under Section 719 of this
Ordinance.
"Parking System" means, except as provided below, all
existing real property, parking garages, parking lots, off-street
parking facilities and related facilities, structures, equipment
and machinery presently owned by the City or the Department and
operated by the Department in connection with the public parking of
motor vehicles; the on -street parking meters installed at any time
or near the curbs of the streets within the jurisdiction of the
Department (subject to removal or relocation as provided in Section
713 of this Ordinance); and any Additional System Facilities and
any parking garages and off-street parking facilities added to the
Parking System pursuant to this Ordinance. "Parking System" shall
not include, unless expressly provided in a subsequent ordinance or
resolution, any airspace above a parking lot, parking garage or
parking structure, commencing at such height above such lot, garage
or structure as shall not materially interfere with the operation
thereof as a parking facility.
"Parking System Fund" means the fund created and
designated the Miami Parking System Fund by Section 501 of this
Ordinance.
"Paying Agent" means, with respect to Bonds of each
Series, the Trustee and any other banks or trust companies at which
the interest on the Bonds of each Series are payable.
"Principal Account" means the account in the Bond. Fund
created and so designated by Section 501 of this Ordinance.
"Principal and Interest Requirements" means the
respective amounts which are required in each Fiscal Year to
provide:
(a) for paying the interest on all Bonds then
Outstanding which is payable in such Fiscal Year,
(b) for paying the principal of all Serial Bonds and
Term Bonds then Outstanding which is payable in such Fiscal Year,
and
(c) the Sinking Fund Requirement for such Fiscal Year
for all Term Bonds then Outstanding.
With respect to Variable Rate Bonds, the interest rate
used to calculate Principal and Interest Requirements shall be
assumed to be one hundred ten percent (110k) of the greater of (a)
the daily average interest rate on such Variable Rate Bonds during
the twelve months ending with the month preceding the date of
calculation or (b) the most recent effective interest on such
Variable Rate Bonds prior to the date of calculation. If.such
9
Variable Rate Bonds were not outstanding for a full twelve months
ending with the month immediately preceding the date of
calculation, the rate described in clause (b) of the immediately
preceding sentence shall be used. With respect to Option Bonds,
the date or dates of tender shall be disregarded, unless actually
tendered and not remarketed, and the stated maturity dates thereof
shall be used for purposes of this calculation, if such Option
Bonds are required to be paid from Net Revenues hereunder on such
date of tender.
For all purposes of this Ordinance, if, with respect to
any Series or portion of a Series of Variable Rate Bonds, the City
enters into a Qualified Derivative Agreement providing for payments
to the City which are pledged to the payment of interest on such
Bonds in an amount equal to interest on a notional amount equal to
the principal amount of such Bonds (which may include all or any
portion of the principal amount of a Series of Variable Rate Bonds)
Outstanding, based upon a fixed rate or a variable index or formula
different from that used to calculate interest on such Bonds, then
the effective rate of interest to the City with respect to such
Bonds taking into account (i) the actual interest rate borne by
such Bonds, (ii) payments to be received by the City pursuant to
such Qualified Derivative Agreement and (iii) payment obligations
of the City to the counterparty under such Qualified Derivative
Agreement, all based upon interest on such notional amount as
determined by reference to a fixed rate or variable index or
formula, shall be used for purposes of this definition as the
actual rate of interest with respect to such Bonds.
"Proceeds Account" means the account in the Construction
Fund to be created and so designated by Section 404 of this
Ordinance.
"Qualified Derivative Agreement" means an agreement
between the City and a counterparty creating Qualified Derivative
Payments.
"Qualified Derivative Payment" shall mean a payment
obligation created by a Qualified Derivative Agreement, such as an
interest rate swap, collar, cap, or other functionally similar
agreement, such payment being equal to interest on a notional
amount, based upon a fixed or a variable rate index or formula,
provided that, in order for a payment to be a "Qualified Derivative
Payment," the long-term unsecured debt of the counterparty to the
Qualified Derivative Agreement to which such payment pertains must
be at all times rated in at least one of the two highest rating
categories by at least one of the nationally recognized rating
agencies rating the Bonds to which such payments pertain.
Qualified Derivative Payments include only payments under a
Qualified Derivative Agreement determined by reference to interest
on a notional amount and shall not include any other payments under
such agreement (for example any termination fee, indemnification
obligations or other fees payable to the counterparty).
10
"Rebate Account" means the account in the Miami Parking
System Fund designated as such created in Section 501 hereof.
"Redemption Account" means the account in the Bond Fund
created and so designated by Section 501 of this Ordinance.
"Redemption Price,, -means the principal amount of a Bond
called for redemption plus the applicable premium, if any, payable
upon redemption thereof in the manner provided by this Ordinance.
"Renewal and Replacement Account" means the account in
Parking System Fund created and so designated by Section 501 of
this Ordinance.
"Renewal and Replacement Account Requirement" for any
Fiscal Year means that amount established as such from time to time
by the Board, which amount shall not be less than $250,000, or such
greater amount as the Parking Consultant certifies is necessary for
the purposes of the Renewal and Replacement Account for such Fiscal
Year.
"Reserve Account" means the account in the Bond Fund
created and so designated by Section 501 of this Ordinance.
"Reserve Product" means an insurance policy or surety
bond or letter of credit, line of credit or other credit facility
deposited in the reserve account in lieu of or in substitution for
the cash required to be deposited pursuant to Section 507 hereof.
"Reserve Requirement" means an amount of money, or the
aggregate available amount under one or more Reserve Account
Insurance Policies or Reserve Account Letters of Credit, or a
combination thereof, equal to the lesser of (i) the maximum
Principal and Interest Requirements calculated with respect to all
Series of Bonds Outstanding hereunder in the current or any
subsequent Fiscal Year, (ii) 125% of the average annual Principal
and Interest Requirements calculated with respect to all Series of
Bonds Outstanding hereunder, or (iii) 10% of the aggregate stated
original principal amount of all Series of Bonds Outstanding
hereunder, provided, however, that in determining the aggregate
stated original principal amount of Bonds Outstanding for the
purposes of this clause (iii), the issue price of Bonds (net of
pre -issuance accrued interest) shall be substituted for the
original stated principal amount of those Bonds if such Bonds were
sold at either an original issue discount or premium exceeding two
percent (2%) of the stated redemption price at maturity.
"Revenue Account" means the account in the Parking System
Fund created and so designated by Section 501 of this Ordinance.
"Revenues" means (a) except to the extent hereinafter
excluded, all income earned by the Department from the operation
and use of and for the services furnished or to be furnished by the
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Parking System and all income earned from the ownership and rental
of the Parking System and properties financed by Subordinated Debt
and by Interim Indebtedness, (b) income received by the Department
under any agreement to manage or operate facilities on behalf of
any person, (c) any proceeds of business interruption insurance,
and (d) the investment income on, and the income and gains realized
upon the maturity or sale of, securities held by or on behalf of
the City or the Department in any Funds and Accounts established by
this Ordinance. There shall not be included in Revenues (i) any
grants, contributions or donations; (ii) proceeds from the sale and
disposition of all or any portion of the Parking System;
(iii) income from the operation of any facilities to which
reference is made in Section 717 hereof for so long as such
facilities are not part of the Parking System; (iv) to the extent
and for so long as such income is pledged to secure the financing
for the same, rental income from the leasing of any land used in
connection with, or income from the operation of, any facilities to
which reference is made in Section 717 hereof; (v) any proceeds of
insurance other than as mentioned above; (vi) investment income
from the investment of moneys in the Construction Fund; and (vii)
the proceeds of any borrowing.
"Serial Bonds" means Bonds of any Series that are
designated as such in the Series Ordinance for such Series.
"Series" means any series of Bonds issued at any one time
under Sections 208, 209, 210, or 211 of this Ordinance.
"Series Ordinance" means collectively the ordinances and
resolutions of the City Commission that are adopted prior to the
issuance of any Series of Bonds under Sections 208, 209, 210, or
211 of this Ordinance. The Series Ordinance shall (a) determine or
provide for .the determination of the details of the Bonds of such
Series, including, among other things, the date thereof, the rates
of interest payable thereon, the maturity dates thereof, the
Sinking Fund Requirements therefor, the redemption provisions
relating thereto, and,the Paying Agent therefor, (b) designate or
provide for the designation of which Bonds are Serial Bonds, Term
Bonds, Capital Appreciation Bonds, Capital Appreciation and Income
Bonds and/or Option Bonds, (c) provide for the application of the
proceeds of the Bonds to which such Series Ordinance relates, (d)
provide the Accreted Value of Capital Appreciation Bonds and the
Appreciated Value and Interest Commencement Date of Capital
Appreciation and Income Bonds and (e) include any other necessary
or desirable provisions not inconsistent or in conflict with the
provisions of this Ordinance.
"Short Term indebtedness" means indebtedness maturing not
more than 365 days after it is incurred, but shall not include
accounts payable and accrued liabilities relating to Current
Expenses.
12
"Sinking Fund Account" means the account in the. Bond Fund
created and so designated by Section 501 of this Ordinance.
"Sinking Fund Date" means, with respect to Term Bonds of
any Series, the annual date on which such Term Bonds are to be
redeemed or paid in accordance with the Series Ordinance.
"Sinking Fund Requirement" means, with respect to Term
Bonds of any Series and for any Fiscal Year, the principal amount
fixed in the Series Ordinance or computed as hereinafter provided
for the retirement of such Term Bonds of any Series by purchase
prior to, or redemption in such Fiscal Year. The aggregate amount
of such Sinking Fund Requirements for the Term Bonds of each
Series, together with the amount due on the final maturity of such
Term Bonds, shall be equal to the aggregate principal amount of the
Term Bonds of such Series. The Sinking Fund Requirements for the
Term Bonds of the same maturity of each Series shall begin in the
Fiscal Year determined in accordance with the provisions of the
Series Ordinance for such Series and shall end with the Fiscal Year
immediately preceding the maturity of such Term Bonds (such final
installment being payable at maturity and not redeemed).
If on or before the 45th day next preceding any date on
which Term Bonds are to be retired pursuant to the Sinking Fund
Requirement, the Department delivers to the Trustee, or the Trustee
applies money in the Sinking Fund Account to the purchase of, Term
Bonds required to be redeemed on such date, the Department shall
receive a credit against amounts required to be transferred from
the Sinking Fund Account on account of such Term Bonds in the
amount of 100% of the principal amount of any such Term Bonds
delivered to the Trustee or so purchased by the Trustee. Any
principal amount of such Term Bonds so delivered to the Trustee or
purchased by the Trustee that is in excess of the principal amount
required to be redeemed on such date shall be credited against and
reduce future Sinking Fund Requirements and future payments on Term
Bonds at maturity in such manner as shall be specified in a
certificate of the Chief Financial Officer filed with the Trustee
pursuant to Section 506 of this Ordinance or, if no such
certificate is filed, in the inverse order of the scheduled
retirement of such Term Bonds.
It shall be the duty of the Trustee, on or before the
15th day of October in each Fiscal Year, to recompute, if
necessary, the Sinking Fund Requirement for such Fiscal Year and
all subsequent Fiscal Years for the Term Bonds Outstanding of each
Series. The Sinking Fund Requirement for such Fiscal Year as so
recomputed shall continue to be applicable during the balance of
such Fiscal Year and no adjustment shall be made therein by reason
of Term Bonds purchased or, redeemed or called for redemption during
such Fiscal Year.
If any Term Bonds of the same maturity of any Series are
paid or redeemed by operation of the Redemption Account, the
13
Trustee shall reduce future Sinking Fund Requirements therefor by
an amount equal to the Principal amount of such Term Bonds paid or
redeemed in such manner as shall be specified in a certificate of
the Chief Financial Officer filed with the Trustee pursuant to
Section 510 of this Ordinance or, if no such certificate is filed,
in the inverse order of the scheduled retirement of such Term Bonds
"Special Purpose Facilities" means those facilities
authorized pursuant to Section 717 hereof.
"State" means State of Florida.
"Subordinated Debt" means the indebtedness of the City or
the Department authorized by Section 718 of this Ordinance.
"Taxable Bonds" means Bonds the interest on which is not
intended at the time of issuance thereof to be excluded from the
gross income of the Holders thereof for federal income tax
purposes.
"Term Bonds" means the Bonds of any Series that are
designated as such in the Series Ordinance for such Series.
"Trustee" means the Trustee at the time serving as such
under this Ordinance, whether original or successor.
"Uncertificated Bonds" means any Bonds which are fully
registered as to principal and., interest and which are not
represented by an instrument.
"Variable Rate Bonds" means obligations issued with a
variable, adjustable, convertible or other similar rate which is
not fixed in percentage at the date of issue for the entire term
thereof.
Section 102. Rules of Construction. Words of the
masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders. Unless the
context shall otherwise indicate, words used herein shall include
the plural as well as the singular number. The word "Person" shall
include corporations, firms, associations, partnerships, joint
ventures, joint stock companies, trusts, unincorporated
organizations, and public bodies, as well as natural persons. When
used in connection with the amounts on deposit in or to be
deposited in any Fund or Account created hereunder, the word
,'money" shall include Investment Obligations.
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11693
ARTICLE II
DETAILS OF BONDS; AUTHORIZATION OF
DEFEASANCE OF 1993 BONDS
Section 201. Limitation on Issuance of Bonds. No Bonds
may be issued under this Ordinance except in accordance with the
provisions of this Article. All covenants, agreements and
provisions of this Ordinance shall be for the equal benefit and
security of all present and future Bondholders without preference,
priority of distinction as to lien or otherwise, except as
otherwise hereinafter provided, of any one Bond over any other Bond
by reason of priority in the issue, sale or negotiation thereof, or
otherwise.
Section 202. Details of Bonds. Except as otherwise
provided by Series Ordinance, the Bonds shall be issued in fully
registered form, shall be numbered consecutively from R-1 upward if
current interest bonds; shall be numbered consecutively from CABR-1
upward if Capital Appreciation Bonds; shall be numbered
cons ecut ively.from CAIR-1 upward if Capital Appreciation and Income
Bonds; shall be in denominations of $5,000 each or integral
multiples thereof except in the case of Capital Appreciation Bonds
and Capital Appreciation and Income Bonds, or in $5,000 maturity
amounts or in $5,000 multiples thereof if Capital Appreciation
Bonds or if Capital Appreciation and Income Bonds; shall bear
interest at such rate or rates not exceeding the maximum rate
allowed by Florida law, the actual rate or rates or method of
determining rates to be determined by Series Ordinance; may be
issued with variable, adjustable, convertible or other rates with
original issue discounts and as zero interest rate bonds, interest
to be payable at such times as are fixed by Series Ordinance; and
shall mature on such date in such years and amounts as will be
fixed by Series Ordinance and may be Serial Bonds and/or Term Bonds
and/or Variable Rate Bonds and/or option Bonds.
Except.as otherwise provided by Series Ordinance, each
Bond shall bear interest from the Interest Payment Date next
preceding the date on which it is authenticated, unless
authenticated on an Interest Payment Date, in which case it shall
bear interest from such Interest Payment Date, or, unless
authenticated prior to the first Interest Payment Date, in which
case it shall bear interest from its date; provided, however, that
if at the time of authentication interest is in default, such Bond
shall bear interest from the date to which interest shall have been
paid. _
The Capital Appreciation Bonds shall bear interest only
at maturity or upon redemption prior to maturity in the amount
determined by reference to the Accreted Value. The Capital
Appreciation and Income Bonds shall bear interest after the
Interest Commencement Date with respect to such Capital
Appreciation and Income Bonds. The Capital Appreciation and Income
15
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Bonds shall bear interest at the Interest Commencement Date or upon
redemption Prior to such date in the amount determined by reference
to the Appreciated Value.
Except as otherwise provided by Series Ordinance, the
principal of and the interest on the Bonds shall be payable in any
coin or currency of the United States of America which on the
respective dates of payment thereof is legal tender for the Payment
of public and private debts. The principal of the Bonds, except
with the respect to the Capital Appreciation Bonds and the Capital
Appreciation and Income Bonds in which case the Accreted Values and
Appreciated Values, respectively, shall be payable only to the
registered Holder or his legal representative at the principal
corporate trust office of the Paying Agent, and payment of the
interest on the Bonds (other than the Capital Appreciation Bonds),
including the Capital Appreciation and Income Bonds after the
Interest Commencement Date . shall be made by the Paying Agent on
each interest Payment Date to the person appearing on the
registration books of the City hereinafter provided for as the
registered Holder thereof, by draft or check mailed to such
registered Holder at his address as it appears on such registration
books (or if provided by Series Ordinance by wire transfer).
Payment of the Accreted Value with respect to the Capital
Appreciation Bonds, the Appreciated Value with respect to he
Capital Appreciation and Income Bonds and the principal on all
other Bonds shall be made upon the presentation and surrender of
such Bonds as the same shall become due and payable.
Section 203. Execution and Form of Bonds. The Bonds
shall be signed by, or bear the manual or the facsimile signatures
of, the.. Mayor of the City and the City Clerk, and a facsimile of
the official seal of the City shall be imprinted on.the Bonds. In
case any officer whose signature or a facsimile of whose signature
appears on any Bonds ceases to be such officer before the delivery
of such Bonds,.such signature or such facsimile nevertheless shall
be valid and sufficient for all purposes the same as if he had
remained in office until such delivery, and any Bond may bear the
facsimile signature of, or may be signed by, such persons as at the
actual time of the execution of such Bond are the proper officers
to execute such Bond although at the date of such Bond such persons
may not have been such officers. The definitive Bonds issued under
this Article shall be substantially in the following form, with
such appropriate variations, omissions and insertions as may be
required or permitted by this Ordinance and shall have endorsed
thereon such legends or text as may be necessary or appropriate to
conform to the applicable rules and regulations of any governmental
authority or any securities exchange on which the Bonds may be
listed or to any requirement of law with respect thereto:
16
11693
No.
0 •
(Form of Bonds]
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
THE CITY OF MIAMI
PARKING SYSTEM REVENUE BOND
SERIES
MATURITY DATE: INTEREST RATE: DATED DATE: CUSIP NO:
Registered Owner:
Principal Amount:
The City of Miami -(the "City"), a municipal corporation
in the County of Miami -Dade, State of Florida, for value received,
promises to pay, but solely from the sources and in the manner
described below, to the order of the Registered Owner as herein
provided, on the Maturity Date, upon the presentation and surrender
hereof, at the principal corporate trust office of
, in the City of (the
"Trustee") the Principal Amount identified above. The City also
promises to pay, solely from such sources, interest thereon from
the date hereof at the Interest Rate identified above per annum
until said principal sum is paid, such interest being payable on
and in each year commencing
, from the interest payment date next
preceding the date of registration and authentication of this Bond,
unless this Bond is registered and authenticated as of an interest
payment date, in which case it shall bear interest from said
interest payment date, or unless this Bond is registered and
authenticated prior to in which case such
Bond shall bear interest from ,
provided, however, that if at the time of authentication, interest
is in default, this Bond shall bear interest from the date to which
interest shall have been paid. The City shall pay principal and
interest in any coin or currency of the United States of America
that is legal tender for the payment of public and private debts on
the respective dates of payment thereof.
This
Bond
is one
of a duly authorized series of parking
system revenue
bonds
of the
City, initially issued in an aggregate
principal amount
of
Dollars
($ )
(the "Series
Bonds"). The Series Bonds
are dated
, 19_, and are of like tenor and
effect except
as to
number, interest rate, stated maturity, and
17
11693
redemption. The City will use the proceeds of the Series
Bonds to [Insert Uses].
The Series Bonds are issued under Ordinance No.
duly enacted by the City Commission of the City on
1998 (said ordinance, together with all supplements
and amendments thereto, is hereinafter referred to as the
"Ordinance"). The Ordinance provides for the issuance from time to
time of additional bonds on a parity with the Series Bonds,
under the conditions, limitations and restrictions and for the
purposes set forth in the Ordinance (the Series Bonds,
together with all such additional bonds, are hereinafter referred
to as the "Bonds"). All capitalized undefined terms used herein
shall have the meaning set forth in the Ordinance.
This Bond is a limited obligation of the City secured by
a pledge of, and payable solely from, Net Revenues, the City's
rights to receive Net Revenues, and the money and Investment
Obligations in the funds and accounts established under the
Ordinance and the income derived from such Investment Obligations
and the investment of such money.
This Bond shall not be deemed to constitute a debt of the
City for which the full faith and credit of the City are pledged,
and the City is not obligated to pay this Bond or the premium, if
any, or the interest hereon except from the aforementioned sources.
The issuance of this Bond shall not directly or indirectly or
contingently obligate the City to levy or to pledge any form of
taxation whatever therefor, and the holder of this Bond shall have
no recourse to the power of taxation. This Bond does not
constitute a charge, lien, or encumbrance, legal or equitable, upon
any property of the City other than upon the Net Revenues and other
items expressly pledged under the terms of the Ordinance.
Reference is made to the Ordinance for a more complete
statement of the provisions thereof and of the rights of the City,
the Trustee, and the holders of the Bonds. Copies of the Ordinance
are on file and may be inspected at the principal office of the
Trustee. By the purchase and acceptance of this Bond the holder or
owner hereof signifies assent to all of the provisions of the
Ordinance.
This Bond is issued and the Ordinance was adopted under
and pursuant to the Constitution and laws of the State of Florida,
particularly Charter 166, Florida Statutes, and the Charter of the
City.
The transfer of this Bond is registrable by the
registered owner hereof in person or by his attorney or legal
representative at the principal office of the Trustee, but only
upon presentation hereof to the Trustee, as Bond Registrar,
together with an assignment duly executed by the registered owner
or his attorney or legal representative, and the Trustee, as Bond
�.1693
Registrar, shall make a notation of such transfer on the books
maintained for such purpose and shall endorse the same hereon.
Any holder requesting any exchange or registration of
transfer of this Bond shall pay any tax or other governmental
charge required to be paid with respect thereto and any charge for
shipping and out-of-pocket costs incurred by the City and the
Trustee in connection with such exchange or registration of
transfer. The Trustee shall not be required to make any exchange
or to register the transfer of this Bond during the period of 15
days next preceding any interest payment date or after notice of
redemption of this Bond or any portion thereof has been given
pursuant to the Ordinance.
[Insert redemption provisions applicable
to the Series Bonds]
All Bonds are subject to redemption as a whole at any
time or in part, on any Interest Payment Date at the option of the
City, at a redemption price equal to the principal amount thereof
without premium, plus accrued interest to the redemption date, if
all or any part of the Parking System (as defined in the Ordinance)
is damaged, destroyed, or condemned.
If less than all of the Bonds are called for redemption,
the particular Bonds to be redeemed shall be selected by .the City
as provided in the Ordinance. If the City fails to select the
Bonds to be redeemed, the Trustee shall first redeem Bonds bearing
the highest rate of interest, and if Bonds of more than one
maturity bear the same rate of interest, the Trustee will redeem
Bonds in the inverse order of maturities and by lot within a
maturity as the Trustee, in its discretion, may determine.
Any such redemption, either as a whole or in part, may be
made upon at least 30 days' prior notice as provided in the
Ordinance.
On the date fixed for redemption, notice having been
mailed in the manner provided in the Ordinance, the Bonds or
portions thereof called for redemption will be due and payable at
the redemption price provided therefor, plus accrued interest to
such date. If there has been delivered to the Trustee, and the
Trustee is then holding in trust, money or Government Obligations
of the United States, or a combination of both, sufficient to pay
the redemption price of the Bonds to be redeemed plus accrued
interest to the date of redemption,_ interest on the Bonds called
for redemption will cease to accrue; such Bonds will cease to be
entitled to any benefits or security of, or to be deemed
outstanding under the Ordinance; and the holders of such Bonds will
have no rights in respect thereof except to receive payment of the
redemption price thereof, plus accrued interest to the date of
redemption. In addition, this Bond will not be deemed to be
outstanding under the Ordinance and will cease to be entitled to
19
11693
the security of or any rights under the Ordinance, and the holder
hereof shall have no rights other than to be given notice of
redemption and to receive payment of the redemption price hereof
and accrued interest hereon to the date of redemption, if
irrevocable instructions to pay this Bond on one or more specified
dates or to call the same for redemption at the earliest redemption
date have been given to the Trustee and money or Government
Obligations, or a combination of both, sufficient to pay the
redemption price of this Bond, together with accrued interest
hereon to such date, are held by the Trustee in trust for the
holder hereof. Government Obligations will be deemed to be
sufficient to redeem or pay this Bond on a specified date if the
principal of and the interest on such Government Obligations, when
due, will be sufficient to pay on such date the redemption price of
and the interest accruing on this Bond to such date, as more fully
provided in the Ordinance.
[Insert applicable provisions relating to Capital
Appreciation Bonds, Capital Appreciation and Income
Bonds, Option Bonds and/or variable Rate Bonds]
The holder of this Bond shall have no right to enforce
the provisions of the Ordinance, to institute action to enforce the
covenants therein, 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.
Upon the occurrence of certain events of default, and on
the conditions, in the manner and with the effect set forth in the
Ordinance, the principal of this Bond may become or may be declared
due and payable before its stated maturity, together with the
interest accrued hereon.
Modifications or alterations of the Ordinance or of any
ordinance supplemental thereto may be made only to the extent and
in the circumstances permitted by the Ordinance.
Subject to the provisions for registration endorsed
hereon and contained in the Ordinance, nothing contained in this
Bond or in the Ordinance shall affect or impair the negotiability
of this Bond, and this Bond shall have, as between successive
holders, all the qualities and incidents of a negotiable instrument
under the uniform commercial code investment securities law of the
State of Florida and shall be understood to be an investment
security within the meaning of and for all the purposes of Article
8 of the Uniform Commercial Code of Florida. This Bond 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
Bond have happened, exist and have been performed as required.
20
�1693
This Bond shall not be valid or become obligatory for any
purpose or be entitled to any benefit or security under the
Ordinance until the certificate of authentication endorsed hereon
has been executed by the Trustee.
IN WITNESS WHEREOF, The City of Miami has caused this
Bond to be signed by [bear the facsimile signature of] its Mayor
and to be signed by [bear the facsimile signature of] its City
Clerk, and official seal to be imprinted hereon, all as of the
day of , 19
(SEAL)
ATTEST:
By
City Clerk
THE CITY OF MIAMI, FLORIDA
By
Mayor
APPROVED AS TO FORM:
By
City Attorney
CERTIFICATE OF AUTHENTICATION
This Bond is a Bond of the Series designated therein
issued under the provisions of the within -mentioned Ordinance.
Date of authentication:
21
Trustee
Authorized Signatory
11693
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns
and transfers unto
(Please insert Social
transferee)
attached Bond of the
constitute and appoint
attorney, to transfer
registration thereof,
premises.
Date:
Signature Guaranteed by
Security or other identifying number of
the
City of Miami, Florida, and does hereby
the said Bond on the books kept for
with full power of substitution in the
[Member firm of the New York
Stock Exchange or a commercial
bank or a trust company.]
By: (manual signature)
Title:
NOTICE: No transfer will be
registered and no new Bonds
will be issued in the name of
the Transferee, unless the
signature to this assignment
corresponds with the name as it
appears on the face of the
within Bond in every particu-
lar, without alteration or
enlargement or any change what-
ever and the Social Security or
Federal Employer Identification
Number of the. Transferee is
supplied.
[End of Form of Bond]
Section 204. Exchange of Bonds. Any Bonds, upon
surrender thereof at the principal corporate trust office of the
Bond Registrar, together with an assignment duly executed by the
Bondholder or his attorney or legal representative in such form as
shall be satisfactory to the Bond Registrar, may, at the option of
the Bondholder, be exchanged for an aggregate principal amount of
Bonds equal to the principal amount of the Bond or Bonds so
surrendered, of like maturity and interest rate.
The City shall make provision for the exchange of Bonds
at the principal office of the Trustee.
22
4
1
Section 205. Negotiability Registration and Registra-
tion of Transfer of Bonds. The Trustee is hereby appointed as Bond
Registrar and as such shall keep books for the registration and the
registration of transfer of the Bonds as provided in this
Ordinance.
The Bond Registrar shall keep books for the registration
of and for the registration of transfers of Bonds as provided
herein. The transfer of any Bonds may be registered only upon such
books and only upon surrender thereof to the Bond Registrar
together with an assignment duly executed by the Bondholder or his
attorney or legal representative in such form as shall be
satisfactory to the Bond Registrar. Upon any such registration of
transfer the City shall execute and the Bond Registrar shall
authenticate and deliver in exchange for such Bond, a new Bond or
Bonds registered in the name of the transferee, and in an aggregate
principal amount equal to the principal amount of such Bond or
Bonds so surrendered.
In all cases in which Bonds shall be exchanged, the City
shall execute and the Bond Registrar shall authenticate and
deliver, at the earliest practicable time, Bonds of the same type
in accordance with the provisions hereof. All Bonds surrendered in
any such exchange or registration of transfer shall forthwith be
cancelled by the Bond Registrar. The City or the Bond Registrar
may make a charge for every such exchange or registration of
transfer of Bonds sufficient to reimburse it for any tax or other
governmental charge required to be paid with respect to such
exchange or registration of transfer, and for shipping and out-of-
pocket costs incurred by the City or the Trustee, but no other
charge shall be made to any Bondholder for the privilege of
exchanging or registering the transfer of Bonds under the
provisions of this Resolution.
Section 206. Ownership of Bonds. The person in whose
name any Bond is registered shall be deemed and regarded as the
absolute owner thereof for all purposes and payment of or on
account of the principal of any such Bond shall be made only to or
upon the order of the registered owner thereof or his legal
representative. All such payments shall be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of
the sum or sums so paid.
Section 207. Authentication of Bonds. Only such Bonds
as have endorsed thereon a certificate of authentication substan-
tially in the form hereinabove set forth, duly executed by the
Trustee, shall be entitled to any benefit or security under this
Ordinance. No Bonds shall be valid or obligatory for any purpose
unless and until such certificate of authentication on the Bond has
been duly executed by the Trustee, and such certificate of the
Trustee upon any such Bond shall be conclusive evidence that such
Bond has been duly authenticated and delivered under this
Ordinance. The Trustee's certificate of authentication on any Bond
23
11693
shall be deemed to have been duly executed if signed by an
authorized officer of the Trustee, but it shall not be necessary
that the same officer sign the certificate of authentication on all
of the Bonds that may be issued hereunder at any one time.
Section 208. Authorization of 1998 Bonds. There shall
be initially issued under and secured by this Ordinance the 1998
Bonds of the City in an aggregate principal amount not exceeding
FOURTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($14,500,000) for
the purpose of providing funds, together with any other available
funds, for paying at their respective maturities or redeeming at
selected redemption dates (as specified in the Escrow Deposit
Agreement) together with interest thereon until their payment or
redemption and any redemption premium, all of the.1992 Bonds. The
lien of the 1993 Bonds on the Net Revenues shall also be defeased
by the deposit by the City of funds under the terms of the Escrow
Deposit Agreement.
Before the 1998 Bonds are issued under this Section, the
City Commission shall adopt a resolution fixing, or providing for
the fixing of, the amount and the details of such 1998 Bonds. The
1998 Bonds issued under this Section shall be dated, shall have
such Interest Payment Dates, shall be stated to mature (subject to
the right of prior redemption as hereinafter set forth) on such
date in such year or years, shall have such Paying Agent, shall
bear interest, and shall have such Sinking Fund Requirements and
redemption provisions, all as are then permitted by law and as are
provided in or -by such resolution. Such Bonds shall be executed in
substantially the form hereinabove set forth, with such changes as
may be necessary or appropriate to conform to the provisions of
such resolution.
The 1998 Bonds shall be deposited with the Trustee for
authentication and delivery, but before such Bonds shall be
delivered the following shall be filed with the Trustee:
(a) a copy, certified by the City Clerk to be a true and
correct copy, of this Ordinance;
(b) a copy, certified by the City Clerk to be a true and
correct copy, of the resolution referred to above, which resolution
shall also authorize the execution of the Escrow Deposit Agreement,
provide for the disposition of moneys held by the Trustee under
Ordinance No. 10115 and any other depositary, provide for the
awarding of the 1998 Bonds and direct the authentication and
delivery of said 1998 Bonds to or upon the order of the purchasers
named in said resolution upon payment of the purchase price therein
set forth, plus the accrued interest on the Bonds;
(c) an executed counterpart
Agreement; and
24
of the Escrow Deposit
4
11693
(d) an opinion of the City Attorney stating that the
signers are of the opinion that the issuance of the 1998 Bonds has
been duly authorized and that all conditions precedent to the
delivery of such 1998 Bonds have been fulfilled.
When the documents described in paragraphs (a) through
(d) of this section have been filed with the Trustee and when the
1998 Bonds have been executed and authenticated as required by this
Ordinance, the Trustee shall deliver said 1998 Bonds to or upon the
order of the purchasers named in the resolution referred to above,
but only upon payment to the Trustee of the purchase price of said
1998 Bonds and the accrued interest thereon. The Trustee shall be
entitled to rely upon the Ordinance and the resolution referred to
above as to all matters stated therein.
The proceeds (including accrued interest and any premium)
of the 1998 Bonds, together with any other funds made available by
the City or the Department, shall be applied by the Trustee as
follows:
(1) the amount received as accrued interest on the 1998
Bonds and any premium shall be deposited to the credit of the
Interest Account;
(2) an amount estimated by the Director to be sufficient
for the purpose shall be credited to a cost of issuance subaccount
in the 1998 Project Account in the Construction Fund herein created
and applied to the payment of the expenses of issuing the 1998
Bonds, including, but not limited to, financial advisory,
accounting and legal fees, Parking Consultant fees, rating agency
fees, printing costs, bond insurance premiums, initial Trustee,
Paying Agent and Escrow Agent fees and expenses related to the
foregoing and any miscellaneous expenses relating to the issuance
of the 1998 Bonds;
(3) an amount equal to the Reserve Requirement on the
1998 Bonds shall be deposited to the credit of the Reserve Account;
(4) an amount sufficient for the purpose shall be
applied to purchase Government Obligations the principal of and the
interest on which when due will enable the Escrow Agent, together
with any cash deposited with the Escrow Agent, to pay and redeem
the Outstanding 1992 Bonds to be paid and redeemed, together with
interest to become due on such Outstanding 1992 Bonds until their
dates of maturity or redemption and any redemption premiums and
associated costs and expenses all in accordance with the Escrow
Deposit Agreement; and
(5) the remainder of the proceeds of the 1998 Bonds
shall be deposited to the 1998 Project Account in the Construction
Fund herein created and applied to pay the Cost of the 1998
Proj ect .
25
i
11693
•
Any moneys in the account mentioned in (2) in excess of
the requirements of such account shall be transferred to the credit
of the 1998 Project Account in the Construction Fund.
Simultaneously with the delivery of the 1998 Bonds, the
moneys in the several funds and accounts held under Ordinance No.
10115 shall be applied as provided in a certificate of the Mayor or
the Director executed at the time of issuance of the 1998 Bonds.
Notwithstanding the provisions of paragraph (3) above,
the City, through the Department, may provide for the deposit set
forth in such paragraph by the purchase of a Reserve Product as
provided in a certificate of the Mayor or the Director executed at
the time of issuance of the 1998 Bonds.
Section 209. Additional Bonds for Additional System
Facilities. One or more Series of Additional Bonds may be issued
under and secured by this Ordinance at one time or from time to
time, subject to the conditions.. hereinafter provided in this
Section, for the purpose of providing funds to (a) pay all or any
part of the Cost of any Additional System Facilities, (b) pay any
debt obligations issued by the City or the Department, or repay any
advances made from any source, to finance temporarily such Cost,
including Interim Indebtedness, (c) increase the amount on deposit
in the Reserve Account, (d) pay interest accruing on the Additional
Bonds as specified in the Series Ordinance relating thereto, and
(e) pay expenses incurred in connection with the issuance of the
Additional Bonds.
Before any Additional Bonds shall be issued under this
Section, the City Commission shall adopt a Series Ordinance
authorizing the issuance of such Additional Bonds, fixing, or
providing for the fixing of, the amount and the details thereof,
and describing in brief and general terms the purposes for which
the Additional Bonds are to be issued. The Bonds'of each Series
issued under this Section shall be dated, shall have such Interest
Payment Dates, shall be stated to mature (subject to the right of
prior redemption as hereinafter set forth) on such date in such
year or years, shall have such Paying Agent, shall bear interest,
and shall have such Sinking Fund Requirements and redemption
provisions, all as then permitted by law and as provided for by the
Series Ordinance authorizing the issuance of such Additional Bonds.
Such Additional Bonds shall be executed in the form hereinabove set
forth, with such changes as may be necessary or appropriate to
conform to the provisions of the Series Ordinance.
Except as to any differences in the rate or rates of
interest, the Interest Payment Dates, the maturities, or the
provisions for redemption, each Series of Bonds issued under this
Section 209 shall be on a parity with and shall be entitled to the
same benefit and security of this Ordinance as all other Bonds
issued under this Ordinance.
26
11693
0 0.
Such Bonds shall be deposited with the Trustee for
authentication and delivery, but before such Additional Bonds shall
be delivered the following shall be filed with the Trustee:
(a) a copy, certified by the City Clerk to be a true and
correct copy, of the Series Ordinance for such Series, which
Ordinance shall also award, or provide for the awarding of, the
Additional Bonds and direct the delivery of such Additional Bonds
to or upon the order of the purchasers named' in said Series
Ordinance upon payment of the purchase price therein set forth,
plus accrued interest on the Additional Bonds;
(b) a certificate signed by the Chief Financial Officer
setting forth:
(1) the Net Revenues for the most recent Fiscal Year for
which audited financial statements were filed under the
provisions of Section 707 of this Ordinance, as such Net
Revenues were shown on the certificate accompanying such
statements, to which shall be added the additional Net
Revenues which would have been received, as estimated in a
certificate or report by the Parking Consultant and approved
by the Chief Financial Officer, if rate adjustments affecting
all or part of the Parking System to become effective prior to
the issuance of the Additional Bonds had been in effect during
such Fiscal Year;
(2) the amount, if any, that is then available or will
be made available for paying the Cost of such Additional
System Facilities and the source or sources from which such
amount has been or will be received;
(3) the amount of the Principal and Interest
Requirements for the most recent Fiscal Year for which audited
financial statements were filed under the provisions of
Section 707 of this Ordinance, but netting therefrom any
amount of interest for such Fiscal Year for which a like
amount of accrued or capitalized interest has been set aside
and held hereunder; and
(4) the amount of the maximum Principal and Interest
Requirements for any Fiscal Year thereafter including with
respect to the Additional Bonds then requested to be
delivered;
(c) a certificate signed by the Parking Consultant and
approved by the Director setting forth:
(1) an estimate of the total Cost of the proposed
Additional System Facilities to be financed by the issuance of
the Additional Bonds, and
27
'11693
0
(2) the estimated date upon which such Additional System
Facilities are to be placed in use and operation;
(d) a certificate or report signed by the Parking
Consultant and approved by the Chief Financial Officer setting
forth:
(1) an estimate of the Net Revenues attributable to the
placing in use and operation of the Additional System Facili-
ties to be financed from the proceeds of such Additional Bonds
for each of the five Fiscal Years immediately succeeding the
Fiscal Year in which the Additional System Facilities are to
be placed in use and operation, and
(2) a calculation showing the sum of (i) the amount
shown in (b)(1) above and (ii) one -fifth (1/5) of the total of
the amounts shown in (d)(1);
(e) a certificate of the Chief Financial Officer and the
Trustee to the effect that no Default has occurred and is
continuing under this Ordinance;
(f) an opinion of the City Attorney to the effect that
(i) the City and the Department have obtained from such
governmental authorities, boards, agencies or commissions having
jurisdiction over the Parking System all approvals, consents,
authorizations, certifications, and other orders that are necessary
for the acquisition and construction of the Additional System
Facilities except for approvals, consents, authorizations,
certifications, or orders as to which the City Attorney has no
reason to believe that the City or the Department will not be able
to obtain the same when required, (ii).this Ordinance, the Series
Ordinance, and all other ordinances and resolutions relating to the
issuance of the Additional Bonds have been duly adopted at meetings
of the City Commission duly noticed, called and held in accordance
with law and at which quorums were present and acting throughout
and such ordinances and resolutions are still in full force and
effect, (iii) the issuance of such Additional Bonds has been duly
authorized, and (iv) all conditions precedent to the delivery of
such Additional Bonds have been fulfilled; and
(g) an opinion of Bond Counsel to the effect that the
issuance of such Additional Bonds has been duly authorized and that
all legal conditions precedent to the delivery of such Additional
Bonds have been fulfilled.
When the documents described in paragraphs (a) through
(g) of this Section have been filed with the Trustee and when such
Additional Bonds have been executed and authenticated as required
by this Ordinance, the Trustee shall deliver such Additional Bonds
to or upon the order of the purchasers named in the Series
Ordinance, but only upon payment of the purchase price of such
Additional Bonds and the accrued interest thereon. The Trustee
28
11693
1�1
•
shall be entitled to
matters stated therein
unless, as demonstrate
City:
rely upon the Series Ordinance as to all
but shall not deliver the Additional Bonds
d in a certificate delivered on behalf of the
(1) the Proceeds (excluding accrued interest) or such
Additional Bonds, together with the other funds that have been or
will be made available for such purpose as shown in (b)(2) above,
are not less than the estimated cost of the Additional System
Facilities to be financed as a whole or in part by the issuance of
such Bonds as estimated by the Parking Consultant in (c)(1) above,
and
(2) the amount shown in (b) (1) above is not less than
150s of the amount shown in (b)(3) above, and
(3) the amount shown in (d)(2) above is not less than
150% of the amount shown in (b)(4) above.
The proceeds (including accrued interest and any premium)
of said Additional Bonds shall be applied by the Trustee as
provided in the Series Ordinance for such Additional Bonds.
Section 210. Additional Bonds for Completion Purposes.
If and to the extent necessary (as shown by the documents described
in paragraphs (a) and (b) of this Section) to provide additional
funds for completing the payment of the Cost of any Additional
System Facilities, one or more Series of Additional Bonds may be
issued under and secured by this Ordinance, at one time or from
time to time, in an amount, together with any other available
funds, sufficient to (a) complete payment of such Cost, (b) pay any
debt obligations issued by the City, or repay any advances made
from any source, to finance temporarily such Cost including any
Interim Indebtedness, (c) increase the amount on deposit in the
Reserve Account, (d) pay interest accruing on the Additional Bonds
as specified in the Series Ordinance relating hereto, and (e) pay
expenses incurred in connection with the issuance of the Additional
Bonds.
Before any Additional Bonds shall be issued under this
Section, the City Commission shall adopt a Series Ordinance
authorizing the issuance of such Additional Bonds, fixing, or
providing for the fixing of, the amount and the details thereof,
and determining that it is desirable to complete the Additional
System Facilities. The Bonds of each Series issued under this
Section shall be dated, shall have such Interest Payment Dates,
shall be stated to mature (subject to the right of prior redemption
as hereinafter set forth) on such date in such year or years, shall
have such Paying Agent, shall bear interest, and shall have such
Sinking Fund Requirements and redemption provisions, all as then
permitted by law and as provided in the Series Ordinance
authorizing the issuance of such Additional Bonds. Such Additional
Bonds shall be executed in the form hereinabove set forth, with
WE
0
such changes as may be necessary or appropriate to conform to the
provisions of the Series Ordinance for such Additional Bonds.
Except as to any difference in the rate or rates of
interest, the Interest Payment Dates, the maturities, or the
provisions for redemption, each Series of Bonds issued under this
Section 210 shall be on a parity with, and shall be entitled to the
same benefit and security of this Ordinance as, all other Bonds
issued under this Ordinance.
Such Additional Bonds shall be deposited with the Trustee
for authentication and delivery, but before such Additional Bonds
shall be delivered the following shall be filed with the Trustee:
(a) a copy, certified by the City Clerk to be a true and
correct copy, of the Series Ordinance for such Series, which Series
Ordinance shall also award, or provide for the awarding of, the
Additional Bonds and direct the delivery of such Additional Bonds
to or upon the order of the purchasers named in said Series
Ordinance upon payment of the purchase price therein set forth,
plus accrued interest on the Additional Bonds;
(b) a certificate or report, signed by the Parking
Consultant, setting forth its estimate of the date on which the
Additional System Facilities will be placed in operation and
certifying that, according to its estimate of the total amount
required to pay the balance of the Cost of the Additional System
Facilities, the proceeds of such Additional Bonds will be
sufficient to pay such balance;
(c) the documents and opinions set forth in paragraphs
(e) and (g) of Section 209 of this Ordinance; and
(d) an opinion of the City Attorney to the effect that
(i) the City and the Department have obtained from such
governmental authorities, boards, agencies or commissions having
jurisdiction over the Parking System all approvals, consents,
authorizations, certifications, and other orders that are necessary
for the acquisition and construction of the Additional System
Facilities and that reasonably could have been obtained as of the
date of such opinion and that if further approvals, consents,
authorizations, certifications, or orders are necessary for the
acquisition and construction of the Additional System Facilities
such City Attorney has no reason to believe that the City or the
Department will not be able to obtain the same when required, (ii)
this Ordinance, the Series Ordinance and all other ordinances and
resolutions relating to the issuance of the Additional Bonds have
been duly adopted at meetings of the City Commission duly, called
and held in accordance with law and at which quorums were present
and acting throughout and such ordinances and resolutions are still
in full force and effect, (iii) the issuance of such Additional
Bonds has been duly authorized, and (iv) that all conditions
out
precedent to the delivery of such Additional Bonds have been
fulfilled.
When the documents mentioned in clauses (a) through (d)
of this Section have been filed with the Trustee and when the
Additional Bonds have been executed and authenticated as required
by this Ordinance, the Trustee shall deliver such Additional Bonds
to or upon the order of the purchasers named in the Series
Ordinance, but only upon payment of the purchase price of such
Additional Bonds and accrued interest thereon. The Trustee shall
be entitled to rely upon the Series Ordinance as to all matters
stated therein.
The proceeds (including accrued interest and any premium)
of said Additional Bonds shall be applied as provided in the Series
Ordinance for such -Additional Bonds.
Section 211. Additional Bonds for Refunding Purposes.
Additional Bonds may be issued under and secured by this Ordinance,
at one time or from time to time, subject to the conditions herein-
after provided in this Section, for the purpose of providing funds
for paying at maturity or redeeming prior to maturity all or any
part of the Outstanding Bonds of any one or more Series, including
the payment of any redemption premium thereon and any interest that
will accrue on such Bonds to the redemption date or stated maturity
date or dates and any expenses incurred in connection with such
refunding.
Before any such Additional Bonds shall be issued under
this Section, the City Commission shall adopt a Series Ordinance
authorizing the issuance of such Additional Bonds, fixing or
providing for the fixing of the amount and details thereof, and
describing the Bonds to be refunded, -paid and redeemed. The Bonds
of each Series issued under this Section shall be appropriately
designated, shall be dated, shall have such Interest Payment Dates,
shall be stated to mature (subject to the right of prior redemption
as hereinafter set forth) on such date in such year or years, shall
have such Paying Agent, shall bear interest, and shall have such
Sinking Fund Requirements and redemption provisions, all as then
permitted by law and as provided for by the Series Ordinance
authorizing the issuance of such Additional Bonds.
Except as to any differences in the rate or rates of
interest, the Interest Payment Dates, the maturities, or the
provisions for redemption, each Series of Bonds issued under this
Section 211 shall be on a parity with and shall be entitled to the
same benefits and security under this Ordinance as all other then
Outstanding Bonds issued under this Ordinance.
Such Additional Bonds shall be deposited with the Trustee
for authentication and delivery, but before such Additional Bonds
shall be delivered, the following shall be filed with the Trustee:
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11693
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(a) a copy, certified by the City Clerk to be a true and
correct copy, of the Series Ordinance for such Series, which
Series Ordinance shall also award, or provide for the awarding
of, the Additional Bonds and direct the delivery of such
Additional Bonds to or upon the order of the purchasers named
in said Series Ordinance upon payment of the purchase price
therein set forth, plus accrued interest on the Additional
Bonds;
(b) a certificate of the Chief Financial Officer and the
Trustee to the effect that no Default has occurred and is
continuing under the Ordinance;
(c) all of the certificates or reports required by
Section 209 hereof unless there shall be delivered to the
Trustee a certificate of the Chief Financial Officer to the
effect that (i) the final maturity of the Additional Bonds
being issued is not later than the final maturity of the Bonds
being refunded by such Additional Bonds, and (ii) the
Principal and Interest Requirements for each Fiscal Year for
the Additional Bonds does not exceed the Principal and
Interest Requirement for such Fiscal Year for the Bonds being
refunded;
(d) an opinion of the City Attorney to the effect that
(i) this Ordinance, the Series Ordinance, and all other
ordinances and resolutions relating to the issuance of the
Additional Bonds have been duly adopted at meetings of the
City Commission duly called and held in accordance with law
and at which quorums were present and acting throughout and
such ordinance and resolution are still in full force and
effect, (ii) the issuance of such Additional Bonds has been
duly authorized, and (iii) all conditions precedent to the
delivery of such Additional Bonds have been fulfilled;
( e ) an opinion of Bond Counsel to the effect that the
issuance of such Additional Bonds has been duly authorized and
that all legal conditions precedent to the delivery of such
Additional Bonds have been fulfilled; and
(f) such documents as shall be required by the Trustee
to show that provision has been duly made in accordance with
the provisions of this Ordinance for the payment or redemption
of all of the Bonds to be paid or redeemed.
When the documents described in paragraphs (a) through
(f) of this Section have been filed with the Trustee and when the
Additional Bonds have been executed and authenticated as required
by this Ordinance, the Trustee shall deliver such Additional Bonds
to or upon the order of the purchasers named in the Series
Ordinance, but only upon payment of the purchase price of such
Additional Bonds and the accrued interest thereon. The Trustee
shall be entitled to rely upon the Series Ordinance as to all
32
1,1693
0
matters stated therein. The City shall not deliver such Additional
Bonds unless in the determination of the City (which determination
may be based in whole or in part upon such certificates, opinions
and calculations as the City may elect to rely upon) the proceeds
(excluding accrued interest) of such Additional Bonds, together
with any other money deposited with the Trustee or an escrow agent
for such purpose and the interest to accrue upon any Government
Obligations acquired pursuant to clause (1) below of this Section,
shall be not less than an amount sufficient to pay the principal
of, and the redemption premium, if any, on the Bonds to be
refunded, the interest that will accrue thereon to the redemption
date or to the respective maturity dates, and the expenses incident
to such refunding.
The Trustee, after making provision for payment of the
expenses incident to such refunding, shall apply the proceeds of
such Additional Bonds (including accrued interest) and any of the
money provided for such purpose, as follows:
(1) an amount that, together with the interest accruing
on the Government Obligations acquired pursuant to this clause
(1), shall be sufficient to pay the principal and redemption
premium of and the interest on the Bonds to be refunded
hereunder, shall be deposited by the Trustee or an escrow
agent in trust for the sole and exclusive purpose of paying
such principal, redemption premium and interest; and money so
held shall, as nearly as may be practicable and reasonable, be
invested by the Trustee or an escrow agent in Government
Obligations that shall mature or that shall be subject to
redemption by the holder thereof at the option of such holder
not later than the respective dates when the money so held
will be required for the purposes intended,
(2 ) such amount shall be deposited in or credited to any
Fund or Account established under Section 501 of this
Ordinance as shall be required by reason of the issuance of
the Additional Bonds then requested to be authenticated and
delivered and the Series Ordinance authorizing the issuance of
the Additional Bonds, and
(3) the balance of such proceeds shall be deposited in
or credited to the Redemption Account.
Section 212. Temporary Bonds. Until the definitive
Bonds of any Series are ready for a delivery, there may be
executed, and upon direction of the_City Clerk, the Trustee shall
deliver, in lieu of definitive Bonds and subject to the same
limitations and conditions except as to identifying numbers,
printed, engraved, lithographed or typewritten temporary Bonds in
the denomination of Five Thousand Dollars ($5,000) or any whole
multiple thereof, substantially of the tenor hereinabove set forth
as the City Commission may provide, and with such appropriate
omissions, insertions and variations as may be required. The City
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shall cause the definitive Bonds to be prepared and to be executed
and delivered to the Trustee, and the Trustee, upon presentation to
it of any temporary Bond, shall cancel the same or cause the same
to be canceled and shall deliver, in exchange therefor, at the
place designated by the Holder, without expense to the Holder, a
definitive Bond or Bonds of the same Series and in the same
aggregate principal amount, maturing on the same date and bearing
interest at the same rate as the temporary Bond surrendered. Until
so exchanged, the temporary Bonds shall be entitled to the same
benefit of this Ordinance as the definitive Bonds to be issued and
authenticated hereunder, including the privilege of registration if
so provided.
Section 213. Mutilated, Destroyed Lost or Stolen
Bonds. The City shall cause to be executed, and the Trustee shall
deliver a new Bond of like date, number and tenor in exchange and
substitution for and upon the cancellation of any mutilated Bond,
or in lieu of and in substitution for any destroyed, lost, or
stolen Bond and the Holder shall pay the reasonable expenses and
charges of the City in connection therewith. Prior to the delivery
of a substitute Bond the Holder of any Bond which was destroyed,
lost, or stolen shall file with the Trustee evidence satisfactory
to it of the destruction, loss, or theft of such Bond, and of the
Holder's ownership thereof and shall furnish to the City and to the
Trustee such security or indemnity as may be required by them to
save each of them harmless from all risks, however remote.
Every Bond issued pursuant to the provisions of this
Section 213 in exchange or substitution for any Bond which is
mutilated, destroyed, lost or stolen shall constitute an additional
contractual obligation of the City, whether or not the destroyed,
lost or stolen Bond is found at any time or is enforceable by
anyone, and shall be entitled to all the benefits and security
hereof equally and proportionately with any and all other Bonds
duly issued under this Ordinance. All Bonds 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, lost, or stolen Bonds 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 214. Oualified Derivative Agreements. The City
may enter into one or more Qualified Derivative Agreements with
respect to one or more Series of .Bonds (or portions thereof);
provided, however, that if such Qualified Derivative Agreement is
not entered into at the time of initial issuance of the Series of
Bonds to which it relates, in order for the payments thereunder to
constitute Qualified Derivative Payments the requirements of
paragraphs (b), (c), (d), (e) and the penultimate paragraph of
Section 209 above must be met, applying the same as if $1.00 in
principal amount of Additional Bonds is being issued as of the
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effective date of such Qualified Derivative Agreement. Qualified
Derivative Payments payable by the City under any such agreement
may be payable from the Debt Service Account on a parity with
interest payments with respect to Bonds issued and Outstanding
hereunder. The City may grant to the counterparties to such
Qualified Derivative Agreements a lien on the Net Revenues to
secure payment of such Qualified Derivative Payments and to provide
the priority of payment thereof.
Prior to entering into any Qualified Derivative Agreement
with respect to any Bonds issued and Outstanding hereunder, the
City shall notify all nationally recognized securities rating
agencies maintaining a rating on Outstanding Bonds, of the City's
intent to enter into such agreement.
Section 215. Authorization of Defeasance of 1993 Bonds.
The defeasance of the 1993 Bonds utilizing funds of the City or the
Department currently on hand in conjunction with the issuance of
the 1998 Bonds is hereby authorized. Details regarding such
defeasance shall be set forth in the Series Ordinance to be adopted
in connection with the 1998 Bonds.
ARTICLE III
REDEMPTION
Section 301. Redemption Generally. Except as
hereinafter provided, the Bonds of each Series issued under this
Ordinance shall be subject to redemption, as a whole or in part at
any time, at such time and prices, and in such order as may be
provided by.the Series Ordinance authorizing the issuance of such
Bonds.
Section 302. Extraordinary Redemption of all Bonds. The
Bonds shall be redeemed as a whole or in part at any time upon
payment of 10096 of the principal amount of the Bonds to be
redeemed, plus interest accrued to the redemption date, if the
Department exercises its option to redeem the Bonds pursuant to
Section 710 of this Ordinance.
Section 303. Selection of Bonds or Portions thereof to
be Redeemed. The Trustee shall select the Bonds or portions
thereof to be redeemed in accordance with the terms and provisions
of Section 510 of this Ordinance and the Series Ordinance relating
to such Bonds.
Section 304. Redemption Notice. At.least thirty (30)
days before the redemption date of any Bonds or portions of Bonds
to be redeemed, whether such redemption is as a whole or in part,
the Trustee shall cause a notice of redemption signed by the
Trustee (a) to be filed with the Paying Agent, and (b) to be
mailed, postage prepaid, to all Holders of registered Bonds to be
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redeemed as a whole or in part, at their addresses as they appear
on the registration books maintained by the Trustee, but failure to
file or mail any such notice shall not affect the validity of the
proceedings for such redemption. A copy of such notice shall be
mailed to each nationally recognized securities rating agency then
rating any of the Outstanding Bonds. Each notice shall set forth
the Series to be redeemed, the date fixed for redemption, the
Redemption Price to be paid, the maturities of .the Bonds to be
redeemed, the CUSIP number, if any, of such Bonds, the name,
address and telephone number of the person designated by the
Trustee to be responsible for such redemption, if applicable, and
if less than all of the Bonds of any one maturity then Outstanding
are to be called for redemption, the distinctive numbers and
letters, if any, of such Bonds to be redeemed, and the portion of
the principal amount thereof to be redeemed. The notice of the
redemption shall state also that on or after the redemption date,
upon surrender of such Bond, a new registered Bond in a principal
amount equal to the unredeemed portion of such Bond will be issued.
Any notice mailed as provided in this section shall be
conclusively presumed to have been duly given, whether or not the
owner of such Bond receives such notice.
In addition to the mailing of the notice described above,
each notice of redemption and payment of the redemption price shall
meet the requirements of this paragraph; provided however, that
failure of such notice or payment to.comply with the terms of this
paragraph shall not in any manner defeat the effectiveness of a
call for redemption if notice thereof is given as prescribed above
in this Section 304.
(a) Each notice of redemption shall be sent at
least thirty-five (35) days before the redemption date by
registered or certified mail or overnight delivery
service or telecopy to all registered securities
depositories then in the business of holding substantial
amounts of obligations of types comprising the Bonds
(such depositories now being The Depository Trust
Company, New York, New York, Midwest Securities Trust
Company, Chicago, Illinois and Philadelphia Depository
Trust Company, Philadelphia, Pennsylvania) and to one or
more national information services that disseminate
notices of redemption of obligations such as the Bonds.
(b) Each notice of redemption shall be published
one time in THE BOND BUYER of New York, New York or, if
such publication is impractical or unlikely to reach a
substantial number of the holders of the Bonds, in some
other financial newspaper or journal which regularly
carries notices of redemption of other obligations
similar to the Bonds, such publication to be made at
least thirty (30) days prior to the date fixed for
redemption.
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(c) Upon the payment of the redemption price of
Bonds being redeemed, each check or other transfer of
funds issued for such purpose shall bear the CUSIP number
identifying, by issue and maturity, the Bonds being
redeemed with the proceeds of such check or other
transfer.
Section 305. Effect of Callingfor Redemption. Except
for a redemption of Bonds in accordance with the Sinking Fund
Requirement therefor, on or before the date upon which Bonds are to
be redeemed in accordance with this Article III the City shall
deposit with the Trustee money or Government Obligations, or a
combination of both, that will be sufficient to pay on the
redemption date the Redemption Price of, and interest accruing on,
the Bonds to be redeemed to such redemption date.
On the date fixed for redemption, notice having been
mailed in the manner and under the conditions hereinabove provided,
the Bonds or portions thereof called for redemption shall be due
and payable at the Redemption Price provided therefor, plus accrued
interest to such date. If money or Government Obligations, or a
combination of both, sufficient to pay the Redemption Price of the
Bonds or portions thereof to be redeemed plus accrued interest
thereon to the date of redemption are held by the Trustee or by the
Paying Agent in trust for the Holders of Bonds to be redeemed
interest on the Bonds or portions thereof called for redemption
shall cease to accrue; such Bonds or portions thereof shall cease
to be entitled to any benefits or security under this Ordinance or
to be deemed Outstanding; and the Holders of such Bonds or portions
thereof shall have no rights in respect thereof except to receive
payment of the Redemption Price thereof, plus accrued interest to
the date of redemption. Bonds and portions of Bonds for which
irrevocable instructions to pay on one or more specified dates or
to call for redemption at the earliest redemption date have been
given to the Trustee. in form satisfactory to it 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, and the Holders shall have no rights in respect of
the same other than to receive payment of the Redemption Price
thereof and accrued interest thereon, to be given notice of
redemption in the manner provided in Section 304, and to the extent
hereinafter provided, to receive Bonds for any unredeemed portions
of Bonds if money or Government Obligations, or a combination of
both, sufficient to pay the Redemption Price of such Bonds or
portions thereof, together with accrued interest thereon to the
date upon which such Bonds are to be --paid or redeemed, are held in
separate accounts by the Trustee or the Paying Agent in trust for
the Holders of such Bonds.
Section 306. Redemption of Portion of Registered Bonds.
If less than all of an Outstanding registered Bond is selected for
redemption, the registered owner thereof or his legal
representative shall present and surrender such Bond to the Trustee
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for payment of the principal amount thereof so called for
redemption, and the City shall execute and the Trustee shall
authenticate and deliver to or upon the order of such registered
owner or his legal representative, without charge, for the
unredeemed portion of the principal amount of the registered Bond
so surrendered, a new registered Bond of the same Series and
maturity, bearing interest at the same rate and of any denomination
or denominations authorized by this Ordinance.
Section 307. Use of Government Obligations to Redeem
Bonds. For purposes of all Sections in this Article, Government
Obligations shall be deemed to be sufficient to pay or redeem Bonds
or portions of Bonds on a specified date if the principal of and
the interest on such Government Obligations, when due, will be
sufficient to pay on such date the Redemption Price of, and the
interest accruing on, such Bonds or portions to such date.
Section 308. Cancellation. Bonds called for redemption
shall be canceled upon the surrender thereof.
ARTICLE IV
CONSTRUCTION FUND
Section 401. Construction Fund. A special fund is
hereby established and designated the "Miami Parking System
Construction Fund," and within said Construction Fund there is
hereby established a special account. designated the 111998 Project
Account" and a "Cost of Issuance Subaccount." Any money received
by the Department from any source for construction of Additional
System Facilities financed as a whole or in part with proceeds of
Additional Bonds shall be deposited upon the delivery of such
Additional Bonds in a special account in the Construction Fund
created by the Series Ordinance authorizing such Additional Bonds.
The money in the Construction Fund shall be held by the
Department in trust and, pending application to the payment of the
Cost of the 1998 Project or Additional System Facilities, as the
case may be, or transfer as provided herein, shall be subject to a
lien and charge in favor of the Holders of Bonds issued and
Outstanding under this Ordinance and shall be held for the security
of such Holders. Moneys deposited into the Construction Fund as
capitalized interest related to Bonds shall be transferred to the
Interest Account hereinafter created and applied as needed to pay
interest on the applicable Bonds. _
Section 402. Payments from Construction Fund. Payment
of the Cost of the 1998 Project shall be made from the 1998 Project
Account and the Cost of Additional System Facilities shall be made
from the special account created therefor. All payments from the
Construction Fund shall be subject to the provisions and
restrictions set forth in Section 403, and the Department shall not
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cause or agree to permit to be paid from the Construction Fund any
sums except in accordance with such provisions and restrictions.
Section 403. Cost of 1998 Project and Additional System
Facilities. For purpose of this Ordinance, the Cost of the 1998
Project and of the Additional System Facilities shall include such
costs as are eligible costs within the purview of the law and
generally accepted accounting principles, and, without intending to
limit or restrict any proper definition of such Cost, shall include
the following:
(a) obligations incurred for labor, material services
provided by contractors, builders, and material in connection
with the construction, acquisition, equipping of the 1998
Project or Additional System -Facilities, machinery and
equipment, for the restoration of property damaged or
destroyed in connection with such construction and
acquisition, for the demolition, removal, or relocation of
structures, and for the clearing of lands;
(b) interest accruing upon the applicable Bonds prior to
commencement of and during construction or for additional
period as may be authorized by law and provided in the Series
Ordinance authorizing the issuance of such Bonds;
(c) the cost of acquiring by purchase, and the amount of
any award or final judgment in any proceeding to acquire by
condemnation, such land, structures and improvements, property
rights, rights -of -way, franchises, easements, and other
interests in lands as may be deemed necessary or convenient in
connection with such construction or operation of the Parking
System, and the amount of any damages incident thereto;
(d) expenses of administration properly chargeable to
such construction or acquisition, legal, architectural and
engineering expenses and fees, cost of audits and of preparing
and issuing the Bonds, fees and expenses of consultants,
financing charges, premiums of insurance in connection with
construction, bond insurance premiums, the cost of funding the
Reserve Account, and all other items of expense not elsewhere
in this Section specified that are incident to the financing,
construction, or acquisition of the 1998 .Project or any
Additional System Facilities, as the case may be, and the
placing of the same in operation; and
(e) any obligation or expense incurred by the City or
the Department for any of the foregoing purposes within five
years prior to the. date of delivery of the Bonds, including
the cost of materials, supplies or equipment furnished by the
City or the Department in connection with the construction of
any Additional System Facilities and paid for by the City or
the Department out of the funds other than money in the
Construction Fund.
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Section 404. Proceeds Account. If and when Net Proceeds
are received and designated for use in the repair or replacement of
all or any portion of the Parking System, the Department shall
create a new account in the Construction Fund to be designated the
Proceeds Account into which Net Proceeds shall be deposited.
Payment of the Cost of repairing or replacing all or any portion of
the Parking System shall be made from the Proceeds Account. The
provisions of Section 403 hereof shall apply to all Accounts within
such Fund, including the Proceeds Account.
ARTICLE V
REVENUES AND FUNDS
Section 501. Establishment of Funds. In addition to the
Construction Fund, there are hereby established the following
funds:
(a) Miami Parking System Bond Fund, in which there are
established six special accounts to be known as the Interest
Account, the Principal Account, the Sinking Fund Account, the
Reserve Account, the Redemption Account, and the Insurance and
Condemnation Award Account; and
(b) Miami Parking System Fund, in which there are
established three special accounts to be known as the Revenue
Account, the Renewal and Replacement Account, the Rebate.
Account and the General Reserve Account.
The Bond Fund and the Accounts therein shall be
established with and held by the Trustee. The Parking System Fund
and the Accounts therein shall be established with and held by the
Department in a Depositary.
The money in all of said Funds and Accounts shall be held
in trust and applied as hereinafter provided and, pending such
application, shall be subject to a lien and charge in favor of the
Holders of the Bonds issued and Outstanding under this Ordinance
and for the further security of such Holders.
Section 502. Revenues Received by the Department.
Except as hereinafter provided, all Revenues shall be deposited
when received in the Revenue Account.
Section 503. Application -of Money in Revenue Account.
The Department shall apply funds on deposit in the Revenue Account
to the payment of Current Expenses and, to the extent hereinafter
provided in this Section 503, to the purchase of Bonds. On or
before the 20th day of each month the Chief Financial Officer shall
withdraw from the Revenue Account all amounts on deposit therein in
excess of the Operations and Maintenance Requirement for such month
and shall apply the same in the following manner and order (except
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that payments provided for in (a) and (b) shall be on a parity with
each other):
(a) with the Trustee to the credit of the Interest
Account such amount thereof as may be required, after taking
into account any capitalized or accrued interest set aside for
such purpose, to make the amount then to the credit of the
Interest Account equal to one -sixth (1/6th) of the interest to
become due and payable within the next ensuing six (6) months
on all Bonds then Outstanding and the amount of any Qualified
Derivative Payment payable by the City accruing in such month;
(b) with the Trustee to the credit of the Principal
Account such amount thereof as may be required to make the
amount then to the credit of the Principal Account equal to
one -twelfth (1/12th) the principal to become due and Payable
within the next ensuing twelve (12) months on all Serial Bonds
then Outstanding;
(c) with the Trustee to the credit of the Sinking Fund
Account such amount thereof as may be required to make the
amount then to the credit of the Sinking Fund Account equal to
one -twelfth (1/12th) of the Sinking Fund Requirement to become
due and payable within the next ensuing twelve (12) months on
,all Term Bonds then Outstanding;
(d) with the Trustee to the credit of the Reserve
Account such amount, including an amount necessary to
reimburse the issuer of a Reserve Product for draws thereunder
in order to reinstate such Reserve Product, as may be required
to make the amount then to the credit of the Reserve Account
equal to the Reserve Requirement; provided, however, that if
so provided in the Series Ordinance relating to any Series of
Bonds issued under Section 209, 210 or 211 of this Ordinance
the amount required to make the amount to the credit of the
Reserve Account following the issuance of such Series of Bonds
equal to the Reserve Requirement may be deposited to the
credit of the Reserve Account in sixty (60) or less
substantially equal monthly installments beginning in the
month following the month in which such Series of bonds are.
authenticated and delivered;
(e) to the credit of the Renewal and Replacement Account
such amount as may be required to make the amount then to the
credit of the Renewal and Replacement Account equal to the
Renewal and Replacement Account -Requirement;
(f ) to the credit of the Rebate Account, such amounts as
shall be required under the terms hereof; and
(g) to the credit of the General Reserve Account the
balance remaining after making the deposits required by
paragraphs (a) through (f) of this Section 503.
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In making the deposits set forth above, consideration
shall be given to investment income on deposit in such Fund or
Account.
In each month following a month in which the Department
has failed to make any deposit or payment required by paragraphs
(a) through (f) of this Section 503, the Department shall deposit
or pay, in addition to the amounts then due, an amount sufficient
to cure the deficiency in deposit or payment in the prior month
unless such deficiency is cured by a transfer, pursuant to the
terms of this Ordinance, of money or Investment Obligations to such
Fund or Account from other Funds and Accounts created hereby.
Unless a Qualified Derivative Agreement shall have been
entered into with respect thereto (in which case, the amount to be
deposited into the Interest Account shall be calculated as
described in the definition of "Principal and Interest Requirement"
herein), in the event the City shall hereafter issue Variable Rate
Bonds, the amount required to be deposited in the Interest Account
for the payment of interest on such Variable Rate Bonds shall be
calculated as of the first day of each Fiscal Year and shall be
equal to the greater of one hundred ten per centum (11016) of (i)
the average daily interest rate on such Variable Rate Bonds during
the preceding Fiscal Year, or (ii) the actual rate of interest
applicable to such Variable Rate Bonds on the date of calculation.
In the event that the period to elapse between Interest
Payment Dates will be other than six (6) months, then such monthly
payments shall be increased or decreased, as appropriate, in
sufficient amounts to provide the required interest amount maturing
on the next Interest Payment Date. Any monthly payment to be
deposited as set forth above, for the purpose of meeting interest
payments for any Series of Bonds, shall be adjusted, as
appropriate, to reflect the frequency of Interest Payment Dates
applicable to such Series. Any monthly payment to be deposited as
set forth above for the purpose of meeting payments of principal on
the Bonds or for the purpose of meeting Sinking Fund Requirements
shall be adjusted, as appropriate, to reflect the frequency of
principal payments or the frequency of dates of payment of Sinking
Fund Requirements applicable to such Series Bonds. In all events,
deposits required by paragraphs (a) through (d) above shall be
increased or decreased each month to the extent required to timely
pay interest, principal and redemption premiums and. Qualified
Derivative Payments next becoming due and payable, after making
allowance for any accrued or capitalized interest.
Except as is otherwise provided herein, in determining
the amount of money to be deposited to each Fund and Account there
shall be taken into consideration the investment earnings or losses
that are to be charged to such Fund or Account in accordance with
Section 602 and the amounts then on deposit therein resulting from
the application of Bond proceeds or the transfers as hereinafter
provided.
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Whenever the amount on deposit in the Revenue Account is
insufficient to pay Current Expenses, the Chief Financial Officer
shall transfer an amount necessary to pay the same to the Revenue
Account, drawing upon funds available in the General Reserve
Account and the Renewal and Replacement Account, in that order.
On or before the 45th day next preceding any date on
which Serial Bonds are to mature or Term Bonds are to be redeemed
pursuant to the Sinking Fund Requirement or are to mature, the
Chief Financial Officer may satisfy all or a portion of the
obligation to make the payments required by paragraphs (b) and (c)
of this Section 503 by delivering to the Trustee Serial Bonds
maturing or Term Bonds maturing or required to be redeemed on such
date. The price paid to purchase any such Bond shall not exceed
the Redemption Price applicable to such Bonds at the next
redemption date. Upon such delivery the Department shall receive
a credit against amounts required to be deposited into the
Principal Account on account of such Serial Bonds or into the
Sinking Fund Account on account of such Term Bonds in' the amount of
1001s of the principal amount of any such Serial Bonds or Term Bonds
so delivered.
Section 504. Application of Money in Interest Account.
Not earlier than the first Business Day next preceding each
Interest Payment Date or date upon which Bonds are to be redeemed,
the Trustee shall withdraw from the Interest Account and remit by
mail to each Owner of Bonds the amounts required for paying
interest on such Bonds when due and payable and not earlier than
the Business Day next preceding the due date thereof, the Trustee
shall withdraw from the Interest Account and remit Qualified
Derivative Payments in accordance with the applicable Qualified
Derivative Agreement.
If the Department fails to make any deposit to the
Interest Account that is required by Section 503 hereof or if the
balance in the Interest Account on the 20th day of the month next
preceding an Interest Payment Date is insufficient to pay interest
becoming due on the Bonds on such Interest Payment Date, the.
Trustee shall notify the Chief Financial Officer and the Director
of the amount of the deficiency. Upon notification the Chief
Financial Officer and the Director immediately shall deliver the
Trustee an amount sufficient to cure the deficiency, draw upon
funds available in the General Reserve Account and the Renewal and
Replacement Account, in that order. If the amount so delivered is
not sufficient to cure the deficiency in the Interest Account, the
Trustee shall transfer to said Account such amount as may be
necessary to remedy such deficiency from the Reserve Account.
Section 505. Application of Money in Principal Account.
Not later than the Business Day next preceding each October 1, the
Trustee shall withdraw from the Principal Account and set aside the
amount necessary to pay the principal of all Serial Bonds
registered at their respective maturities.
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If at any date there is money in the Principal Account
and no Serial Bonds are then Outstanding or if on any principal
payment date money remains therein after the payment of the
principal Serial Bonds then due, the Trustee shall withdraw such
money therefrom and shall apply the same as follows: (a) deposit in
the Sinking Fund Account and the Reserve Account, in that order,
amounts then required to be paid thereto by the Department pursuant
to Section 503 hereof and (b) deliver all remaining amounts the
Department. Upon receipt thereof the Chief Financial Officer shall
deposit (i) in the Renewal and Replacement Account the amount then
required to be paid thereto pursuant to Section 503 and (ii) all
remaining amounts in the General Reserve Account.
If the Department fails to make any deposit to the
Principal Account that is required by Section 503 hereof or if the
balance in the Principal Account on the 20th day of the month next
preceding a principal payment date is insufficient to pay principal
becoming due on such payment date, the Trustee shall notify
Director and the Chief Financial Officer of the amount of
deficiency. Upon notification, the Chief Financial Officer
immediately shall deliver to the Trustee an amount sufficient to
cure the deficiency, drawing upon funds available in the General
Reserve Account and the Renewal and Replacement Account, in that
order. If the amount so delivered is not sufficient to cure the
deficiency in the Principal Account, the Trustee shall transfer
from the Reserve Account to the Principal Account such amount as
may be necessary to remedy such deficiency.
Section 506. Application of Money in Sinking Fund
Account. Money held for the credit of the Sinking Fund Account
shall be applied during each Fiscal Year to the retirement,
purchase or payment of Term Bonds of each Series then Outstanding
as follows:
(a) The Trustee shall endeavor to purchase Term Bonds
subject to redemption by operation of the Sinking Fund Account or
maturing on the next ensuing Sinking Fund Date at the most
advantageous price obtainable with reasonable diligence. The
purchase price of each such Term Bond shall not exceed par plus
accrued interest to the date of purchase. The Trustee shall pay
the interest accrued on such Term Bonds to the date of settlement
therefor from the Interest Account and the purchase price from the
Sinking Fund Account, but no such purchase shall be made by the
Trustee from money in the Sinking Fund Account within the period of
45 days immediately preceding the next Sinking Fund Date on which
such Term Bond are to mature or be redeemed by operation of a
Sinking Fund Requirement. The aggregate purchase price for Term
Bonds of such Series purchased during any Fiscal Year shall not
exceed the amount deposited in the Sinking Fund Account in such
Fiscal Year on account of the Sinking Fund Requirement for the Term
Bonds of such Series. If in any Fiscal Year the sum of the amount
on deposit in the Sinking Fund Account for the payment of any
Series of Term Bonds and the principal amount of the Term Bonds of
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such Series that were purchased pursuant to the provisions of this
paragraph (a) or delivered to the Trustee by the Chief Financial
Officer during such Fiscal Year exceeds the Sinking Fund
Requirement for the Outstanding Term Bonds of such Series for such
Fiscal Year, at the direction of the Director and the Chief
Financial Officer, the. Trustee shall endeavor to purchase
Outstanding'Term Bonds of such Series with such excess money;
(b) On each Sinking Fund Date on which Term Bonds to be
paid or redeemed in accordance with a Sinking Fund Requirement the
Trustee shall pay or call for redemption accordance with Section
301 of this Ordinance, such Term. Bonds in a principal amount equal
to the aggregate principal amount of Term Bonds maturing on such
Sinking Fund Date the Sinking Fund Requirement for the Term Bonds
of each Series for the Fiscal Year next preceding such Sinking Fund
Date, less the principal amount of any such Term Bonds retired by
purchase pursuant to clause (a) of this Section or delivered to the
Trustee by the Chief Financial Officer during such Fiscal Year. If
the amount available in the Sinking Fund Account on such Sinking
Fund Date is not equal to Sinking Fund Requirement for the Term
Bonds of each Series for the preceding Fiscal Year less the
principal amount of any such Term Bonds so delivered or purchased,
the Trustee shall apply the amount available in the Sinking Fund
Account to the redemption of all Term Bonds then subject redemption
in proportion to the Sinking Fund Requirement such Fiscal Year for
the Term Bonds of each Series then Outstanding. Such redemption
shall be made pursuant to provisions of Article III of this
Ordinance. Not earlier than the Business Day next preceding each
Sinking Fund Date on which Term Bonds are .to be paid at maturity or
redeemed in accordance with a Sinking Fund Requirement, the Trustee
shall withdraw from the Sinking Fund Account and set aside in a
separate account or deposit with the Paying Agent, in the manner
set forth in Section 505 for the payment of Serial Bonds, the
amount required to pay or redeem such Term Bonds.
If at any date there is money in the Sinking Fund Account
and no Term Bonds are then Outstanding or if on any Iprincipal
payment date money remains therein after Term Bonds have been paid
at maturity or redeemed in accordance with the Sinking Fund
Requirement therefor, the Trustee shall withdraw such money
therefrom and shall apply the same as follows: (a) deposit in the
Reserve Account the amount then required to be paid thereto by the
Department pursuant to Section 503 hereof and (b) deliver all
remaining amounts to the Chief Financial Officer. Upon receipt
thereof the Chief Financial Officer shall deposit (i) in the
Renewal and Replacement Account the amount then required to be paid
thereto Pursuant to Section 503 hereof, and (ii) all remaining
amounts in the General Reserve Account.
If the Department fails to make any deposit to the
Sinking Fund Account that is required by Section 503 hereof or if
the balance in the Sinking Fund Account on the 20th day of the
month next preceding a Sinking Fund Date upon which Term Bonds are
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to be paid at maturity or redeemed in accordance with the Sinking
Fund Requirements therefor is insufficient to make such payment or
satisfy such Sinking Fund Requirement, the Trustee shall notify the
Director and the Chief Financial Officer of the amount of the
deficiency. Upon notification, the Chief Financial Officer
immediately shall deliver to the Trustee an amount sufficient to
cure the same, drawing upon funds available in the General Reserve
Account and the Renewal and Replacement Account, in that order. If
the amount so delivered is not sufficient to cure the deficiency in
the Sinking Fund Account, the Trustee shall transfer from the
Reserve Account to such Account such amount as may be necessary to
remedy such deficiency.
If, in any Fiscal Year, by the application of money in
the Sinking Fund Account the Trustee should purchase and cancel or
receive from the Chief Financial Officer and cancel Term Bonds in
excess of the aggregate Sinking Fund Requirements for such Fiscal
Year, the Trustee shall file with the Chief Financial Officer not
later than the 20th day prior to the next Sinking Fund Date on
which Term Bonds are to be redeemed a statement identifying the
Term Bonds purchased or delivered during such Fiscal Year and the
amount of such excess. The Chief Financial Officer shall
thereafter cause a certificate to be filed with the Trustee not
later than the loth day prior to such Sinking Fund Date, setting
forth with respect to the amount of such excess the years in which
the Sinking Fund Requirements with respect to Term Bonds are to be
reduced and the amount by which the Sinking Fund Requirements so
determined are to be reduced.
Upon the retirement of any Term Bonds by purchase or
redemption pursuant to the provisions of this Section, the Trustee
shall file with the Chief Financial Officer a statement identifying
such Bonds and setting forth the date of purchase or redemption,
the amount paid to purchase or redeem such Term Bonds and the
amount paid as interest thereon. The expenses incurred in
connection with the purchase or redemption of any such Term Bonds
are required to be paid by the Department from the General Reserve
Account.
Section 507. Application of Money in Reserve Account.
An amount equal to the Reserve Requirement for the 1998 Bonds shall
be deposited in the Reserve Account on the date of issuance of such
1998 Bonds. If Additional Bonds are issued, the Series Ordinance
relating to the same shall provide either for the deposit into the
Reserve Account of an amount that will cause the amount then on
deposit therein to equal the Reserve Requirement on all Bonds
Outstanding after the issuance of such Bonds or for monthly
deposits in accordance with the proviso in Section 503(d) of this
Ordinance. Notwithstanding the foregoing provisions, in lieu of
the required deposits into the Reserve Account, the City may cause
to be deposited a Reserve Product for the benefit of the
Bondholders in an amount equal to the difference between the
Reserve Account Requirement applicable thereto and the sums then on
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deposit in the Reserve Account, if any. Such Reserve Product shall
be payable to the Trustee (upon the giving of notice as required
thereunder) on any Interest Payment Date, maturity date or
redemption date on which a deficiency exists which cannot be cured
by funds in any other fund or account held pursuant to this
Ordinance and available for such purpose. The insurer providing
such Reserve Product shall either be (a) an insurer whose municipal
bond insurance policies insuring the payment, when due, of the
principal of and interest on municipal bond issues results in such
issues being rated in one of the two highest rating categories
(without regard to gradations, such as "plus" or "minus" of such
categories) by at least one nationally recognized securities rating
agency or (b) a commercial bank, insurance company or other
financial institution the bonds payable or guaranteed by which have
been assigned a rating by at least one nationally recognized
securities rating agency in one of the two highest rating
categories (without regard to gradations, such as "plus" or "minus"
of such categories). In addition, such Reserve Product shall be
for a term of not less than twelve (12) months and any
reimbursement agreement related thereto shall provide that the
City's reimbursement obligation thereunder shall be subordinate to
the payment of the principal of and interest on the Bonds.
Notwithstanding the foregoing, if the Reserve Account has
been funded with cash or Investment Obligations and no Event of
Default shall have occurred and be continuing hereunder, the City
may, at any time in its discretion, substitute a Reserve Product
meeting the requirements of this Ordinance for the cash and
Authorized Investments, and the City may then withdraw such cash
and Authorized Investment and apply them to any lawful purpose, so
long as (i) the same does not adversely affect any rating by any
nationally recognized securities rating agency then in effect for
the Outstanding Bonds and (ii) the City obtains an opinion of Bond
Counsel that such actions will not, in and of themselves, adversely
affect the exclusion from gross income of interest on the Bonds
(other than Taxable Bonds) for federal income tax purposes.
If a disbursement is made from a Reserve Product provided
hereunder, the City shall reinstate the maximum limits of such
Reserve Product following such disbursement from moneys available
hereunder in accordance with the provisions of Section 503(d), by
depositing funds in the amount of the disbursement made under such
instrument, with the issuer thereof, together with interest thereon
to the date of reimbursement at the rate set forth in such Reserve
Product, but in no case greater than the maximum rate of interest
permitted by law.
The City may evidence its obligation to reimburse the
issuer of any Reserve Product by executing and delivering to such
issuer a promissory note therefor, provided, however, any such note
(a) shall not be a general obligation of the City the payment of
which is secured by the full faith and credit or taxing power of
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the City, and (b) shall be secured solely by and shall be payable
from the Net Revenues in the manner provided herein.
To the extent the City causes to be deposited into the
Reserve Account, a Reserve Product for a term of years shorter than
the life of the Series of Bonds so insured or secured or if such
Reserve Product is subject to termination prior to the maturity of
the Series of Bonds so insured, then the Reserve Product shall
provide, among other things, that the issuer thereof shall provide
the City with notice as of each anniversary of the date of the
issuance of the Reserve Product of the intention of the issuer
thereof to either (a) extend the term of the Reserve Product beyond
the expiration date thereof, or (b) terminate the Reserve Product
on the initial expiration dates thereof or such other future date
as the issuer thereof shall have established. If the issuer of the
Reserve Product notifies the City pursuant to clause (b) of the
immediately preceding sentence or if the City terminates the
Reserve Product or it otherwise terminates in accordance with its
terms, then the City shall (a) deposit into the Reserve Account, on
or prior to the fifteenth day of the first full calendar month
following the date on which such notice is received by the City,
such sums as shall be sufficient to pay an amount equal to a
fraction, the numerator of which is one (1) and the denominator of
which is equal to the number of months remaining in the term of the
Reserve Product of the Reserve Requirement on the date such notice
was received (the maximum amount available, assuming full
reimbursement by the City, under the Reserve Product to be reduced
annually by an amount equal to the deposit to Reserve Account
during the previous twelve (12) month period) until amounts on
deposit in the Reserve Account, as a result of the aforementioned
deposits, and no later than upon the expiration of such Reserve
Product, shall be equal to the Reserve Requirement, and (b) on a
parity basis, shall reimburse the provider of the terminated
Reserve Product all amounts due and owing under the terms and
conditions of the reimbursement agreement between the City and such
provider.
If any Reserve Product shall not be renewed prior to the
stated expiration date thereof, the City agrees that it shall fund
the Reserve Account over a period not to exceed sixty (60) months
from the date of receipt of any notice of nonrenewal during which
it shall make consecutive equal monthly payments in order that the
amount on deposit in the Reserve Account at the end of such period
shall equal the Reserve Requirement; provided, the City may obtain
a new Reserve Product in lieu of making the payments required by
this paragraph. _
The Trustee shall use amounts in the Reserve Account or
drawn on 'a Reserve Product to make transfers, in the following
order, to the Interest Account, the Principal Account and the
Sinking Fund Account to remedy any deficiency in any deposit
required to be made to said Accounts by Section 503 hereof or to
pay the interest on or the principal of (whether at maturity, by
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acceleration or in satisfaction of the Sinking Fund Requirement
therefor) the Bonds when due, or to pay Qualified Derivative
Payments when due, whenever and to the extent that the money on
deposit in any or all of said Accounts, together with transfers
thereto from the General Reserve Account and the Renewal and
Replacement Account, is insufficient for such purposes. The
Trustee shall also use amounts in the Reserve Account to pay the
interest on the Interest Payment Date next preceding the final
maturity of all Bonds Outstanding and the principal of and the
interest on such Bonds on the final maturity date of the same.
If at any time the value of the cash and Investment
Obligations held in the Reserve Account exceeds the Reserve
Requirement, the Trustee shall withdraw an amount equal to such
excess therefrom and shall deliver the same to the Department.
Upon receipt thereof the Chief Financial Officer shall deposit
(a) in the Renewal and Replacement Account the amount then required
to be paid thereto by the Department pursuant to Section 503 hereof
and (b) all remaining amounts in the General Reserve Account.
Whenever the amount on deposit in the Reserve Account is
less than the Reserve Requirement, the Trustee shall notify the
Director and the Chief Financial Officer of the amount of the
deficiency on notification immediately shall deliver to the Trustee
an amount sufficient to cure the same, drawing upon funds available
in the General Reserve Account and the Renewal and Replacement
Account, in that order.
Section 508. Application Of Money in the Renewal and
Replacement Account. The Department shall apply, money in the
Renewal and Replacement Account to the payment of the cost of
renewals and replacements of and unusual or extraordinary repairs
to the Parking System and of engineering and other expenses
incurred in connection therewith. All disbursements of money in
the Renewal and Replacement Account shall be made in accordance
with procedures established by the Board from time to time.
The Department shall also use amounts in the Renewal and
Replacement Account to make transfers, in the following order, to
(a) the Revenue Account to pay Current Expenses, whenever and to
the extent that the amount on deposit therein, together with
transfers thereto from the General Reserve Account is insufficient
for such purpose, (b) the Interest Account, the Principal Account,
and the Sinking Fund Account, in that order, upon receipt of a
request from the Trustee, to remedy any deficiency in any deposit
required to be made to said Account.s.by Section 503 hereof or to
pay the interest on and the principal of (whether at maturity, by
acceleration, or in satisfaction of the Sinking Fund Requirement)
the Bonds when due, whenever and to the extent that the money on
deposit in any or all of such Accounts, together with transfers
thereto from the General Reserve Account, is insufficient for such
purposes, and (c) the Reserve Account, upon receipt of a request
from the Trustee, to the extent necessary to cure a deficiency
49
therein whenever and to the extent that money transferred to the
Reserve Account from the General Reserve Account is insufficient
for such purpose.
If at any time the money held in the Renewal and
Replacement Account exceeds the Renewal and Replacement Account
Requirement, the Chief Financial Officer may withdraw an amount
equal to such excess therefrom and deposit such amount in the
General Reserve Account.
Section 509. Application of Money in the General Reserve
Account. The Department shall apply money on deposit in the
General Reserve Account to make transfers, in the following order,
to (a) the Revenue Account to the extent necessary to pay Current
Expenses whenever the amount on deposit therein is insufficient for
such purpose, (b) the Interest Account, Principal Account, and
Sinking Fund Account, in that order, upon receipt of a request from
the Trustee, to remedy any deficiency in any deposit required to be
made pursuant to Section 503 hereof and to pay the principal of
(whether at maturity, by acceleration, or in satisfaction of the
Sinking Fund Requirement) and interest on the Bonds when due,
whenever and to the extent that the money on deposit in any or all
of said Accounts is insufficient for such purposes, (c) the Reserve
Account, upon receipt of a request from the Trustee to the extent
necessary to cure a deficiency therein, and (d) the Renewal and
Replacement Account to the extent necessary to cure a deficiency
therein.
The Department, at its option., may apply any amounts
remaining in the General Reserve Account after making the
aforementioned transfers for any one or more of the following
purposes but not necessarily in the following order: (1) for any
purpose for which money in the Construction Fund, the Renewal and
Replacement Account and the Revenue Account may be used, (2) to the
purchase or redemption of Bonds, (3) to secure and pay Subordinated
Debt, (4) to secure and pay the classes of indebtedness described
in Section 717, (5) to pay all or any part of the cost of
additions, extensions and improvements to the Parking System, and
(6) to transfer to the'City to be applied for any lawful purpose.
If the Department elects to redeem Bonds from money in
the General Reserve Account, it shall deliver to the Trustee
written notice of its intent to effect such redemption at least 45
days but not more than 60 days before the anticipated redemption
date. Such notice shall refer to this Section 509, shall state the
principal amount of Bonds to be redeemed pursuant to Section 301 of
this Ordinance, and shall direct the Trustee to redeem such
principal amount of Bonds on a date not later than 60 days
following the date of such notice.
To redeem all of the Bonds, on or before the date upon
which notice of redemption is given in accordance with Section 304
hereof, the Department shall deposit with the Trustee money or
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Government Obligations, or a combination thereof, in an amount
sufficient to cause the defeasance of. this Ordinance pursuant to
Section 1201 hereof, take such other actions as are required by
said Section to effect such defeasance, and pay to the Trustee all
of the fees and expenses incurred or to be incurred by it through
the date of redemption. To redeem the Bonds in part, on or before
the date upon which notice of redemption is given in accordance
with Article III hereof, the Department shall, deliver to the
Trustee the amount necessary to redeem the Bonds in accordance with
said Article III and shall pay directly to the Trustee all of the
fees and expenses incurred and to be incurred by it through the
date of redemption. The amount of any redemption payment
attributable to principal and redemption premium, if any, shall be
deposited by the Trustee in the Redemption Account for application
in accordance with Section 510 of this Ordinance and the amount
attributable to interest shall be deposited by the Trustee in the
Interest Account and applied to pay interest to the date of
redemption.
The Department shall have the right "to purchase any Bonds
on the open market with money on deposit in the General Reserve
Account and to surrender the same to the Trustee. The principal
amount thereof consisting of Serial Bonds shall be credited against
transfers to the Principal Account in the Fiscal Year or Years in
which such Serial Bonds would have matured in accordance with their
terms. The Principal amount consisting of Term Bonds shall be
credited against and reduce the Sinking Fund Requirements for such
Term Bonds in such manner as shall be specified in a certificate of
the Chief Financial Officer that is substantially in the form of
the certificate filed pursuant to Section 506 hereof and that is
filed with the Trustee.
Section 510. Application of Money in the Redemption
Account. The Trustee shall apply money in the Redemption Account
to the purchase or redemption of Bonds as follows:
(a) Subject to the provisions of paragraph (c) of this
Section, the Trustee shall endeavor to purchase and cancel
Bonds or portions thereof, regardless of whether such Bonds or
portions thereof are then subject to redemption, at the most
advantageous price obtainable with reasonable diligence,
provided that the purchase price of each Bond shall not exceed
the Redemption Price that would be payable on the next
redemption date to the Holder of such Bond under the
provisions of Article III of this Ordinance if such Bond or
such portion thereof should be .called for redemption on such
date from the money in the Redemption Account. The Trustee
shall pay the interest accrued on such Bonds or portions
thereof to the date of settlement from the Interest Account
and the purchase price from the Redemption Account, but no
such purchase shall be made by the Trustee from money in the
Redemption Account within the period of 45 days immediately
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preceding any Interest Payment Date on which such Bonds or
portions thereof are to be redeemed.
(b) Subject to the provisions of paragraph (c) of this
Section, the Trustee shall call for redemption on each
Interest Payment Date such amount of Bonds or portions thereof
as, with the redemption premium, if any, will exhaust the
money then held in the Redemption Account as nearly as may be;
provided, however, that not less than Two Hundred Fifty
Thousand Dollars ($250,000) principal amount of Bonds or such
lesser amount if .less than $250,000 in principal amount of
Bonds is then Outstanding, shall be called for redemption at
any one time. Such redemption shall be made pursuant to the
provisions of Article III of this Ordinance. The Trustee
shall pay the accrued interest on the Bonds or portions
thereof to be redeemed to the date of redemption from the
Interest Account and the Redemption Price of such Bonds or
portions thereof from the Redemption Account. The Trustee
shall withdraw from the Redemption Account and, in the manner
provided in Section 505 hereof, set aside in separate accounts
or deposit with the Paying Agent the respective amounts
required to pay the Redemption Price of the Bonds or portions
thereof so called for redemption.
(c) Money in the Redemption Account shall be applied by
the Trustee in each Fiscal Year to the purchase or the
redemption of Bonds of any one or more Series then Outstanding
in accordance with the latest certificate filed by the Chief
Financial Officer with the Trustee (i) designating the one or
more Series of Bonds to be purchased or redeemed, (ii) if more
than one Series of Bonds is so designated, setting forth the
aggregate Principal amount of Bonds of each Series to be
purchased or redeemed, which amount shall be determined (as
nearly as practicable by a ratio of the aggregate principal
amount of Bonds of each Series, as originally issued, to the
aggregate principal amount of Bonds of all such Series, as
originally issued, and (iii) unless the Series Ordinance
relating to the Bonds to be redeemed specifies the order of
redemption, designating the Bonds to be redeemed within each
Series, and if such Bonds are Term Bonds, the years in which
future Sinking Fund Requirements are to be reduced as a result
of such redemption and the amount of such reduction in each
such year. In the event no such certificate is filed and
unless the Series Ordinance relating to the Bonds to be
redeemed specifies otherwise, (i) the Trustee shall apply such
money to the purchase of one or more Series of Bonds as it
shall determine or to the redemption of Bonds bearing the
highest rate of interest, (ii) if Bonds of more than one
maturity bear the same interest rate, the Trustee shall redeem
such Bonds in the inverse order of maturities, and (iii) if
the Bonds bearing the highest rate of interest are Term Bonds,
the Trustee shall reduce Sinking Fund Requirements for such
Term Bonds in inverse order of the scheduled redemption of
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such Term Bonds. All Bonds shall be redeemed by lot within
maturities as the Trustee, in its discretion, may determine.
For purposes of this paragraph (c), Term Bonds shall be
considered to mature on their respective Sinking Fund Dates in
amounts equal to the aggregate Sinking Fund Requirements
therefor.
Upon the retirement of any Bonds by purchase or
redemption pursuant to the provisions of this Section, the Trustee
shall file with the Department a statement identifying such Bonds
and setting forth the date of purchase or redemption, the amount of
the purchase price or the Redemption Price of such Bonds and the
amount paid as interest thereon. The expenses incurred by the
Trustee in connection with the purchase or redemption of any such
Bonds shall be paid by the Department from the General Reserve
Account.
Section 511. Insurance and Condemnation Award Account.
The Trustee shall deposit Net Proceeds into the Insurance and
Condemnation Award Account, when and as received by the Trustee.
Upon direction of the Department the Trustee shall use money in the
Insurance and Condemnation Award Account for the following
purposes:
(a) to transfer to the Proceeds Account in the
Construction Fund, the creation of which is authorized by
Section 404 hereof, and thereafter to disburse the same to pay
the costs of repairing or replacing the Parking System; and
(b) to transfer to the Redemption Account and the
Interest Account to redeem Bonds.
Section 512. Funds Held in Trust. All money that the
Trustee shall have withdrawn from the Bond Fund or shall have
received from any other source and set aside or deposited with the
Paying Agent for the purpose of paying any of the Bonds hereby
secured, either at maturity or by purchase or call for redemption,
or for the purpose of paying any interest on the Bonds hereby
secured, shall be held in trust for the respective Holders. All
interest on money so set aside or so deposited shall accrue to the
benefit of the Department and shall be paid to the Department
annually.
Any money that. is so set aside and that remains unclaimed
by the Holders for a period of two years after the date on which
such Bonds or the interest thereon --have become payable shall be
paid to the Department or to such officer, board or body, as may
then be entitled by law to receive the same. Thereafter the
holders shall look only to the Department or to such officer, board
or body for payment and then only to the extent of the amounts so
received, without any interest thereon, and the Trustee shall have
no responsibility with.respect to such money.
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Section 513. Cancellation of Bonds. Upon receipt of the
same, the Trustee shall cancel (a) all Bonds paid, redeemed, or
purchased by the Trustee or purchased by the Department and
delivered to the Trustee, and (b) all Bonds delivered to the
Trustee in exchange for other Bonds or delivered to the Trustee
upon the transfer of any registered Bond if a new Bond is delivered
upon such transfer. The Trustee shall certify to the Department
the details of all Bonds so canceled. All Bonds canceled under any
of the provisions of this Ordinance either shall'be delivered to
the Department or destroyed by the Trustee, as the Department
directs. Upon destruction of any Bonds, the Trustee shall execute
a certificate in duplicate, describing the Bonds so destroyed; one
executed certificate shall be filed with the Department and the
other executed certificate shall be retained by the Trustee.
Section 514. Disposition of Fund Balances. After
provision is made for the payment of all Bonds 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, and receipt by the
Trustee of a certificate of the Chief Financial Officer to the
effect that there are other indentures or other agreements that
impose a continuing lien on the balances hereinafter mentioned, the
Trustee shall pay all amounts in any Fund or Account then held by
it under this Ordinance to the Department. If a continuing lien
has been imposed on any such balance by another ordinance, any
other agreement, by court order or decree, or by law, the Trustee
shall pay such balance to such person as is entitled to receive the
same by law or under the terms of such ordinance, agreement, court
order, or decree.
Section 515. Security for the Bonds. As security for
the payment of the Bonds and the interest thereon, the City and the
Department hereby grant to the Trustee a pledge of (a) Net
Revenues, (b) their right to receive Net Revenues, and (c) the
money and Investment Obligations in any and all of the Funds and
Accounts established under this Ordinance and the income from such
Investment Obligations and the investment of such money. It is the
intent of the City and the Department that this pledge shall be
effective and operate immediately and that the Trustee shall have
the right to collect and receive said Net Revenues in accordance
with the provisions hereof at alltimes during the period from and
after the date of the Bonds issued hereunder until the Bonds have
been fully paid and discharged, including, without limitation, at
all times after the institution and during the pendency of
bankruptcy or similar proceedings. ,_
The Bonds shall not constitute a debt of the City for
which the faith and credit of the City is pledged. The issuance of
the Bonds shall not directly or indirectly or contingently obligate
the City to levy any tax or pledge any form of taxation whatever
therefor. The Bonds shall not constitute a charge, lien or
encumbrance, legal or equitable, upon any property of the City.
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The aforementioned pledge shall not inhibit the sale or
disposition of the Parking System in accordance with this Ordinance
and shall not impair or restrict the ability of the Department to
invest in securities and other forms of investment, subject to the
provisions of this Ordinance.
.Section 516. Rebate Fund. Moneys shall be deposited in
the Rebate Fund as required by the terms hereof. Amounts on
deposit in the Rebate Fund shall be held in trust by the City and
used solely to make required rebate payments to the United States
(except to the extent the same may be transferred to the Revenue
Fund) and the Bondholders shall have no right to have the same
applied for debt service on the Bonds.
ARTICLE VI
DEPOSITARIES OF MONEY, SECURITY FOR DEPOSITS,
INVESTMENT OF FUNDS, AND COVENANT AS TO ARBITRAGE
Section 601. Security for Deposits. Any and all money
received under the provisions of this Ordinance shall be deposited
as received with the Trustee or one or more other Depositaries as
provided in this Ordinance, and shall be trust funds under the
terms hereof, and shall not be subject to any lien or attachment by
any creditor of the City, the Board or the Department.
Until money deposited with the Trustee or any other
Depositary hereunder has been invested in Investment Obligations,
the amount of money 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
Department and the Holders 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 funds; provided that it shall not
be necessary for the Trustee or any Paying Agent to give security
for the deposit of any money with it for the payment of. the
principal of or the redemption premium or the interest on any Bonds
or for the Trustee or any Depositary to give security for any money
that is represented by Investment Obligations purchased under the
provisions of this Article.
All money deposited with the Trustee or any Depositary
shall be credited to the particular Fund or Account to which such
money belongs. _
Section 602. Investment of Money. Money held for the
credit of all Funds and Accounts shall be continuously invested and
reinvested by the Chief Financial Officer, the Trustee, or the
Depositaries, whichever is applicable, in Investment Obligations to
the extent practicable. Except as hereinafter provided with
respect to the Reserve Account, Investment Obligations shall mature
6V
or be redeemable at the option of the holder thereof not later than
the respective dates when the money held for the credit of such
Funds or Accounts will be required for the purposes intended
Investment Obligations in the Reserve Account shall mature or be
redeemable at the option of the holder thereof as follows: 25% not
later than five years after the date of such investment, an
additional 50% not later than ten years after the date of such
investment, and the balance without limitation. For purposes of
this Section, the maturity date of any repurchase agreement shall
be deemed to be the stated maturity date of such agreement and not
the maturity dates of the underlying Investment Obligations.
The Chief Financial Officer or his designee may at any
time give to the Trustee written directions respecting the
investment of any money required to be invested hereunder subject
however, to the provisions of this Article, and the Trustee shall
then invest such money as so directed. The Trustee may request in
writing direction or authorization of the Chief Financial Officer
or his designee with respect to the proposed investment of money
under the provisions of this Ordinance. Upon receipt of such
request, accompanied by a memorandum setting forth the details of
any proposed investment, the Chief Financial Officer or his
designee shall either approve such proposed investment or shall
give written directions to the Trustee respecting the investment of
such money and, in the case of such directions, the Trustee then
shall invest, subject to the provisions of this Article, such money
in accordance with such directions.
Investment Obligations acquired with money in or credited
to any Fund or Account established under this Ordinance shall be
deemed at all times to be part of such Fund or Account. The
interest accruing on investment Obligations in any Fund or Account
and any profit or loss realized upon the disposition or maturity of
such Investment Obligations shall be credited to or charged against
any such Fund or Account. The Trustee shall sell at the best price
obtainable or reduce to cash a sufficient amount of such Investment
Obligations whenever it is necessary so to do to provide money to
make any payment from any such Fund or Account. The Trustee shall
not be liable or responsible for any loss resulting from any such
sale or reduction to cash.
Whenever a transfer of money between two or more of the
Funds or Accounts established pursuant to Article V of this
Ordinance is permitted or required, such transfer may be made as a
whole or in part by transfer of one or more Investment Obligations
at a value determined at the time of such transfer in accordance
with this Article VI, provided that the Investment Obligations
transferred are those in which money could be invested at the date
of such transfer.
Section 603. Valuation.
the amount on deposit in any
Obligations in which money in such
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For the purpose of determining
Fund or Account, Investment
Fund or Account is invested,
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with the exception of the Reserve Account, shall be valued (a) at
face value if such Investment Obligations mature within 12 months
from the date of valuation thereof, and (b) if such Investment
Obligations mature more than 12 months after the date of valuation
thereof, at the price at which such Investment Obligations are
redeemable by the holder at his option, if so redeemable, or, if
not so redeemable, at the lesser of (i) the cost of such Investment
Obligations plus the amortization of any premium or minus the
amortization of any discount thereon, and (ii) market value of such
Investment Obligations. Investment Obligations in the Reserve
Account shall be valued at their market value.
All Investment Obligations in all of the Funds and
Accounts created hereunder, shall be valued no earlier than the
20th day of the second month next preceding a principal payment
date and no later . than the 21st day of the month next preceding
such principal payment date. In addition, Investment Obligations
in the Interest Account, the Principal Account, the Sinking Fund
Account, and the Reserve Account shall be valued at any time
requested by the Department on reasonable notice to the Trustee
(which period of notice.may be waived or reduced by the Trustee);
provided, however, that the Trustee shall not be required to value
Investment Obligations more than once in any calendar month.
Whenever the value of the cash and Investment Obligations
in the Reserve Account, plus accrued interest to the date of
valuation, is less than the Reserve Requirement, the Trustee shall
compute the amount by which the Reserve Requirement exceeds the
balance in the Reserve Account and shall immediately give the Chief
Financial Officer and the Director notice of such deficiency and
the amount necessary to cure the same.
Section 604. Tax Covenant. It is the intention of the
City and the Department that the interest on the Bonds issued
hereunder that are not Taxable Bonds be and remain excluded from
gross income for federal income tax purposes and to this end the
City hereby represents to and covenants with each of the Holders of
the Bonds issued hereunder that are not Taxable Bonds that it will
comply with the requirements applicable to it contained in Section
103 and Part IV of Subchapter B of Subpart A of Chapter 1 of the
Code to the extent necessary to preserve the exclusion of interest
on the Bonds issued hereunder that are not Taxable Bonds from gross
income for federal income tax purposes. Specifically, without
intending to limit in any way the generality of the foregoing, the
City covenants and agrees:
(1) to make or cause to be made all necessary
determinations and calculations of the Rebate Amount and
required payments of the Rebate Amount;
(2) to set aside sufficient moneys in the Rebate
Fund or elsewhere, from the Pledged Funds or other
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legally available funds of the City, to timely pay the
Rebate Amount to the United States of:America;
(3) to pay the Rebate Amount to the United States
of America from the Pledged Funds or from any other
legally available funds, at the times and to the extent
required pursuant to Section 148(f) of the Code;
(4) to maintain and retain all records pertaining
to the Rebate Amount with respect to the Bonds that are
not Taxable Bonds issued hereunder and required payments
of the Rebate Amount with respect to the Bonds that are
not Taxable Bonds for at least six years after the final
maturity of the Bonds that are not Taxable Bonds or such
other period. as shall be necessary to comply with the
Code;
(5) to refrain from taking any action that would
cause any Bonds or any Series or portion thereof issued
hereunder, other than Taxable Bonds and bonds issued with
the intent that they shall constitute "private activity
bonds" under Section 141 (a) of the Code, to be classified
as "private activity bonds" under Section 141(a) of the
Code; and
(6) to refrain from taking any action that would
cause the Bonds that are not Taxable Bonds issued
hereunder to become arbitrage bonds under Section 148 of
the Code.
The City understands that the foregoing covenants impose
continuing obligations of the City with respect to any Series of
Bonds that are not Taxable Bonds that will exist as long as the
requirements of Section 103 and Part IV of Subchapter B of Subpart
A of Chapter 1 of the Code are applicable to such Series of Bonds.
With respect to any Series of Bonds that are not Taxable
Bonds, if any amount shall remain in the Rebate Fund after payment
in full of such Series of Bonds and after payment in full of the
Rebate Amount to the United States of America with respect to such
Series of Bonds, such amount shall be available to the City for any
lawful purpose.
The Rebate Fund shall be held separate and apart from all
other funds and accounts of the County, shall not be impressed with
a lien in favor of the Bondholders and shall be available for use
only as provided in this Resolution -And the Code.
Notwithstanding any other provision of this Ordinance,
including, in particular Article XII hereof, the obligation of the
City to pay the Rebate Amount to the United States of America and
to comply with the other requirements of this Section shall survive
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the defeasance or payment in full of any Series of Bonds that are
not Taxable Bonds.
ARTICLE VII
GENERAL COVENANTS AND REPRESENTATIONS
Section 701. Payment of Principal, Interest and Premium.
The City, through the Department, shall cause to be paid, when due,
the principal of (whether at maturity, by acceleration, by call for
redemption or otherwise) and the premium, if any, and interest on
the Bonds at the places, on the dates and in the manner provided
herein and in said Bonds according to the true intent and meaning
thereof. The Bonds are not general obligations of the City but are
limited obligations payable solely from Net Revenues, the
Department's rights to receive the same, and money and Investment
Obligations held in the Funds and Accounts created hereunder and
the income from such Investment Obligations and the investment of
such money. The Bonds shall be secured as provided in Section 515
of this Ordinance. The Bonds shall not constitute a debt of the
City for which the full faith and credit of the City is pledged.
The issuance of the Bonds shall not directly or indirectly or
contingently obligate the City to levy any tax or to pledge any
form of taxation whatever therefor. The Bonds shall not constitute
a charge, lien or encumbrance, legal or equitable, upon any
property of the City.
Section 702. Construction of 1998 Project and Additional
System Facilities. Upon issuance of the 1998 Bonds, the Department
shall diligently proceed to construct the 1998 Project. The
Department shall construct any Additional System Facilities for the
construction of which Bonds are issued or for which money repayable
from the proceeds of Bonds is advanced to the Department, in
accordance with plans approved by a Parking Consultant. Upon the
completion of the 1998 Project and any such Additional System
Facilities the Department shall operate and maintain the same as a
part of the Parking System. The Department shall require each
person, firm or corporation with whom it may contract for
construction to (a) furnish a payment and performance bond in the
full amount of. any contract, or (b) deposit with the Chief
Financial Officer marketable securities that have a market value
equal to the amount of such contract and that are eligible as
security for the deposit of trust funds as provided in Section 601
of this Ordinance. The proceeds of any such performance bond or
securities shall be deposited in the Construction Fund and applied
toward the completion of the 1998 Project or the Additional System
Facilities in connection with which such performance bond or
securities are furnished.
Section 703. Operation of Parking System. The
Department shall establish and enforce reasonable rules and
regulations governing the operation and use of the Parking System,
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operate the Parking System in an efficient and economical manner,
maintain the properties constituting the Parking System in good
repair and in sound operating condition for so long as the same are
necessary to the operation of the Parking System upon a revenue -
producing basis, and comply with all valid acts, rules,
regulations, orders and directions of any legislative, executive,
administrative or judicial body that are applicable to the Parking
System.
For so long as any Bonds are Outstanding, neither the
City nor the Department shall construct, maintain, or operate, or
cause to be constructed, maintained, or operated, or participate
with any person, entity, or governmental unit or subdivision in the
construction, operation, or maintenance of, any off-street parking
facilities that would impair the revenue -producing capacity of the
Parking System unless prior to such construction, operation or
maintenance (a) the construction, maintenance and operation of such
facilities are authorized pursuant to the provisions hereof and
such facilities are incorporated into the Parking System, or
(b) the Department shall have delivered to the Trustee a statement
of a Parking Consultant to the effect that based upon such Parking
Consultant's knowledge and analysis of the financial performance
and operations of the Parking System, nothing has come to its
attention that would lead it to believe that the City and the
Department would= not be able to meet their obligations under
Sections 503 and 704 of this Ordinance as a result of such
construction, operation, and maintenance.
Section 704. Rate Covenant. (a) The City and the
Department shall fix, charge and correct rates, fees, rentals, and
charges for the use of the Parking System and shall revise such
rates, fees, rentals and charges as often as may be necessary or
appropriate to produce Revenues in each Fiscal Year at least equal
to the sum of (1) Current Expenses for such period, plus (2) 150%s
of the Principal and Interest Requirements for such period, plus
(3) the amounts required to be deposited in the Reserve Account in
such period. In calculating Principal and Interest Requirements
for purposes hereof, the City and the Department may net out
therefrom any amount of interest for such period for which a like
amount of accrued or capitalized interest has been set aside and
held hereunder.
(b) If, in any such period, Revenues are less than the
amount required under paragraph (a) of this Section and if the cash
and value of the Investment Obligations available within the Funds
and Accounts created hereby are not sufficient to make the deposits
required to be made pursuant to paragraphs (a), (b), (c), (d) and
(f) of Section 503, the City and the Department shall take action
to revise their rates, fees, rentals and charges, or alter their
methods of operation or take other action in such manner as is
calculated to produce the amount so required in such period.
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(c) If the audit report for any Fiscal Year indicates
that the obligations under paragraph (a) of this Section 704 have
not been satisfied then within 15 days of the receipt of the audit
report for such Fiscal Year, the Department shall employ a Parking
Consultant to review and analyze the financial status and the
administration and operations of the Parking System, to inspect the
properties constituting the Parking System, and to submit to the
Board and the Director, within 60 days thereafter, a written report
on the same, including the action taken by the City and the
Department with respect to the revision of its rates, fees, rentals
and charges, which report may contain recommendations of further
revisions of the rates, fees, rentals, charges, and methods of
operation of the Parking System that will result in producing the
amount so required during that Fiscal Year. Promptly upon its
receipt of the recommendations the Department shall transmit copies
thereof to the City Commission, the Trustee and each Holder who has
requested the same and shall take such further action as is then in
the best interests of the Bondholders, the Department, the City and
its citizens.
(d) In the event the City and the Department fail to
take action as required by paragraphs (b) and (c) of this Section,
the Trustee may, and upon request of the Holders of not less than
25W in principal amount of all Bonds Outstanding shall, institute
and prosecute an action or proceeding in any court or before any
board or commission having jurisdiction to compel the City and the
Department to comply with the requirements of said paragraphs.
(e) No use of the Parking System shall be permitted
without compensation.
Section 705. Budgets and Covenant as to Current
Expenses. On or before the 90th day next preceding the beginning
of each Fiscal Year, the Department shall prepare_a preliminary
budget for the ensuing Fiscal Year for the Parking System in the
form of the budget then required by law and shall file a copy of
each such preliminary budget with the Trustee.
Each budget shall be prepared in such manner as to
specify Current Expenses and the amounts to be deposited in the
various Funds and Accounts created by this Ordinance during the
Fiscal Year for which such budget was prepared. The budget shall
be accompanied by a pro forma statement of Revenues, Current
Expenses and rates, fees, rentals and charges estimated to be
necessary to meet the requirements of Section 704(a) of this
Ordinance and shall include or make reference to a Capital Funds
Budget that shows separately the amounts to be deposited in the
General Reserve Account during the Fiscal Year for which the. budget
is prepared for the purpose of financing additions, extensions and
improvements to the Parking System and the amounts to be expended
during such Fiscal Year from money in the General Reserve Account
and the Construction Fund.
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On or before the first day of each Fiscal Year, the City
and the Board shall adopt the budget for the Parking System (which
budget together with any amendments thereof or supplements thereto
as hereinafter permitted is herein collectively called the "Annual
Budget"). A copy of the Annual Budget shall be filed with the
Trustee and any nationally recognized securities rating agency then
rating any Outstanding Bonds and each Holder requesting the same in
writing, and made available for inspection at the office of the
Chief Financial Officer.
If the City and the Board have not adopted the Annual
Budget before the first day of any Fiscal Year, the preliminary
budget for such Fiscal Year or, if there is none, the budget for
the preceding Fiscal Year, shall be deemed to be in force and
effect.
Section 706. Reserved.
Section 707. Records. Accounts and Audits. The
Department shall keep the funds, accounts, money and investments of
the Parking System separate from all other funds, accounts, money
and investments of the Department and the City and shall keep
accurate records and accounts of all items of costs and -of all
expenditures relating to the Parking System and of the Revenues
collected and the application of such Revenues.
At least once during each quarter of each Fiscal Year,
beginning with the first full Fiscal Year. following the date of
delivery of the 1998 Bonds pursuant to Section 208 of this
Ordinance, the Department shall cause to be filed with the Trustee
copies of a report, signed by the Director setting forth all
revisions of the rates, fees, rentals and charges for use of the
Parking System during the preceding three-month period and an
unaudited interim report, signed by the Chief Financial Officer,
identifying all Defaults that occurred during the preceding three-
month period and setting forth in respect of such period a separate
income and expense account of the Parking System, showing the
Revenues and Current Expenses for such quarter, for all quarters of
the current Fiscal Year, including such quarter, and for the
corresponding periods in the next preceding Fiscal Year, and within
120 days after the close of such Fiscal Year the Department shall
cause the Accountant to prepare an audit of its books and accounts
pertaining to the Parking System. Reports of each such audit shall
be filed with the Board, the Chief Financial Officer and the
Trustee and copies of each such report shall be mailed to each
nationally recognized securities rating agency that is then rating
any Outstanding Bonds and each Holder requesting the same and shall
be made available for inspection at the office of the Chief
Financial Officer. Each such audit report shall be accompanied by
an opinion of the Accountant stating that the examination of the
financial statements was conducted in accordance with generally
accepted auditing standards and stating whether such financial
statements present fairly the financial position of the Parking
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System and the results of its operations and changes in its
financial position for the period covered by such audit report in
conformity with generally accepted accounting principles applied on
a consistent basis.
If for any reason beyond its control, the Department is
unable to obtain the foregoing opinion as to compliance with
generally accepted accounting principles, the City and the
Department shall be deemed to be in compliance with this Section if
the Department is taking all reasonable and feasible action to
obtain such opinion in subsequent Fiscal Years, and if, in lieu of
a statement as to compliance and conformity, such opinion states
the reasons for such non-compliance or non -conformity.
Each audit report shall be accompanied by a special
report of the Accountant setting forth in respect of said Fiscal
Year the same matters as are hereinabove required for the quarterly
reports of the Chief Financial Officer and a calculation to
determine compliance with Section 704(a) of this Ordinance. Such
special report shall state (i) whether there existed at the end of
the Fiscal Year under audit any violation of any covenants or
agreements herein contained, and (ii) if at any time during the
Fiscal Year under audit any Default occurred and if so, the nature
of the Default. Such special report shall be limited to financial
matters described in this Ordinance.
For purposes of this Ordinance, each Fund created
hereunder shall be a series of accounts within the book of accounts
of the Department and shall connote a segregation of accounts that
will support special purpose disclosure reports, and nothing herein
shall be construed as requiring a separate set of books and
accounts or separate bank accounts.
The Department shall cause any additional reports or
audits relating to the Parking System to be made as required by law
or by any applicable rules or regulations of any governmental
authority having jurisdiction over the Parking System. The cost of
such audits shall be treated as a part of the cost of operation of
the Parking System.
Section 708. Insurance. Based upon recommendations of
the Insurance Consultant, the Department shall purchase and
maintain insurance covering such properties belonging to the
Parking System as are customarily insured against loss or damage
from such causes as are customarily insured against by enterprises
of a similar nature, business interruption insurance, use and
occupancy insurance and comprehensive general liability insurance
on the Parking System for bodily injury and property damage. Such
protection may consist of insurance, self-insurance and/or
indemnities. Any insurance shall be in the form of policies or
contracts for insurance with insurers of good standing, shall be
payable to. the City and may provide for such deductibles,
exclusions, limitations, restrictions, and restrictive endorsements
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customary in policies for similar coverage issued to entities
operating properties similar to the properties of the Parking
System. Any self insurance shall be in the amounts, manner and of
the type provided by entities operating properties similar to the
properties of the Parking System.
Not less than once every two years the Insurance
Consultant shall deliver a report to the Department and the Board
recommending that level of insurance coverage necessary to comply
with the provisions of this Section 708. In delivering such report
the Insurance Consultant may take into consideration the
availability of such insurance upon reasonable terms and
conditions.
The Net Proceeds paid in satisfaction of any claim made
under policies providing the coverage required by this Section
shall be applied as provided in Section 710 of this Ordinance.
Section 709. Notice of Taking; Cooperation of Parties.
If any public authority or entity attempts to take or damage all or
any part of the Parking System through Eminent Domain proceedings
or through public referendum, the City and the Department shall
take prompt and appropriate measures to protect and enforce its
rights and interests and those of the Trustee and the Holders in
connection with such proceedings. Upon receiving notice of the
institution of Eminent Domain proceedings by any public
instrumentality, body, agency or officer or the reinstitution of a
public referendum, the Department shall deliver written notice
thereof to the Trustee.
The Net Proceeds of any award or compensation resulting
from Eminent Domain proceedings shall be applied in accordance with
the provisions of Section 710(a) of this Ordinance.
Section 710. Insurance and Eminent Domain Proceeds. (a)
All Net Proceeds of all insurance required by Section 708 of this
Ordinance and all Net Proceeds resulting from Eminent Domain
proceedings shall be delivered to the Trustee for deposit in the
Insurance and Condemnation Award Account and shall be applied at
the election of the Department:
(1) promptly to replace, repair, rebuild or restore the
Parking System to substantially the same condition as that
which existed prior to such taking, damage or destruction,
with such alterations and additions as the Department may
determine and as will not impair or otherwise adversely affect
the revenue -producing capability of the Parking System,
provided that prior to the commencement of such replacement,
repair, rebuilding or restoration, the Department shall
deliver to the Trustee a report of a Parking Consultant
setting forth (A) an estimate of the total cost of the same,
(B) the estimated date upon which such replacement, repair,
rebuilding or restoration will be substantially complete, and
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(C) a statement to the effect that Net Proceeds, together with
other funds made available or to be made available by the
Department, will be sufficient to pay the costs of the
replacement, repair, rebuilding or restoration of the Parking
System; or
(2) to the redemption of Bonds, provided that Bonds may
be redeemed only if (A) the Parking System has been restored
to substantially the same condition as prior to such damage or
destruction or taking, or (B) the Department has determined
that the portion of the Parking System damaged or destroyed or
taken is not necessary to the operation of the Parking System
and that the failure of the Department to repair or restore
the same will not impair or otherwise adversely affect the
revenue producing capability of the Parking System, or (C) the
Parking Consultant has been unable to make the statement
required by subparagraph (1)(C) of this paragraph (a).
If the Department does not apply Net Proceeds or cause
them to be applied, to replace, repair, rebuild, or restore the
Parking System, the Department shall direct the Trustee to redeem
Bonds in accordance with Article III of this Ordinance and to
transfer from the Insurance and Condemnation Award Account to the
Redemption Account an amount sufficient to pay the Redemption Price
of the Bonds to be redeemed and to the Interest Account an amount
that, together with amounts then on deposit therein, is sufficient
to pay interest accruing on the Bonds to be redeemed to the date of
redemption.
If the Department elects to apply Net Proceeds, or cause
them to be applied, to replace, repair, rebuild, or restore the
Parking System, the Trustee shall create a Proceeds Account in the
Construction Fund, shall transfer such Net Proceeds from the
Insurance and Condemnation Award Account to the Proceeds Account,
and shall make disbursements therefrom, to the extent practicable.
(b) The Net Proceeds of use and occupancy insurance
carried pursuant to Section 708 of this Ordinance shall be applied
as follows: (i) an amount equal to the Operations and Maintenance
Requirement shall be deposited in the Revenue Account, (ii) an
amount equal to the excess of that required to be deposited in the
Interest Account, the Principal Account, and the Sinking Fund
Account, pursuant to Section 503 hereof in the then current Fiscal
Year over the. amounts on deposit in said Accounts shall be
deposited in said Accounts, and (iii) any balance remaining shall
be deposited in the Revenue Account and applied to pay Current
Expenses.
Section 711. Compliance with Applicable Law. So long as
any Bond is Outstanding, the City and the Department shall comply
or cause there to be compliance with all applicable laws, orders,
rules, regulations and requirements of any municipal or other
governmental authority relating to the construction, use and
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operation of the Parking System. Nothing contained in this Section
shall prevent the City and the Department from contesting in good
faith the applicability or validity of any law, ordinance, order,
rule, regulation, or requirement, so long as its failure to comply
with the same during the period of such contest will not materially
impair the operation or the revenue -producing capability of the
Parking System.
Section 712. Payment of Charges and Covenant Against
Encumbrances. Except as provided herein,. the City and the
Department shall not create or suffer to be created any lien or
charge upon the Parking System or any part thereof, or on the
Revenues. The City and the Department shall pay or cause to be
discharged, or shall make adequate provision to satisfy and
discharge, within 60 days after the same become due and payable,
all lawful costs, expenses, liabilities and charges relating to the
maintenance, repair, replacement or improvement of the properties
constituting the Parking System and the operation of the Parking
System and lawful claims and demands for labor, materials, supplies
or other objects that might by law become a lien upon the Parking
System or Revenues if unpaid. Nothing contained in this Section
shall require the City or the Department to pay or cause to be
discharged, or make provision for the payment, satisfaction and
discharge of, any lien, charge, cost, liability, claim or demand so
long as the validity thereof is contested in good faith and by
appropriate legal proceedings.
Section 713. Disposition of Parking System. Except as
provided in this Section 713, the Department shall not sell or
otherwise dispose of all or any part of the properties constituting
the Parking System.
(a) The Department shall have the right to sell or
dispose of any machinery, apparatus, tools, instruments, or
other moveable property or fixtures acquired by it in
connection with the Parking System, or any materials used in
connection therewith if the Director determines that such
articles are no longer needed or useful in connection with the
construction or maintenance of the properties constituting the
Parking System or the operation of the Parking System and that
such sale or disposition will not impair the operating
efficiency of the Parking System or materially reduce the
revenue -producing capability of the Parking System.
(b) The Department, without notice to the Trustee and
free of any obligation to make any replacement thereof or
substitution therefor, shall have the right to demolish or
remove any real property and structures now or hereafter
existing as part of the Parking System provided that the
`Board, by resolution, determines that such removal or
demolition does not impair the operating efficiency of the
Parking .System or materially reduce the revenue -producing
capability of the Parking System.
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(c) Notwithstanding the provisions of paragraph (b) of
this Section, if the Department determined that any real
property or structure constituting a part of the Parking
System has become inadequate, unsuitable or unnecessary, the
Department shall then have the right to demolish or remove
such property and, to the extent permitted by law, may sell or
otherwise dispose of all or a part of the same, if:
(1) prior to such removal or demolition the
Department gives written notice thereof to the
Trustee, which notice shall describe the real
property or structures to be demolished or removed,
the reason for such demolition or removal, and the
estimated fair market value thereof; and
(2) (A) the Department shall construct,
acquire, replace or substitute real property or
structures having the same general function and
revenue producing capacity as that of the property
demolished or removed, or
(B) any such real property and structure
now or hereafter existing as part of the Parking
System may be demolished or removed by the
Department from time to time and the Department
shall not be required to construct or acquire any
real property or structures in substitution or in
replacement thereof if there shall be filed with
the Trustee prior to such demolition or removal, a
certificate, signed by the Director and approved by
the Parking Consultant, stating (i) that no Default
has occurred and is continuing under this
Ordinance, or, if any Default then exists, that the
same will be cured by action taken pursuant to this
Section 713, and (ii) that the Net Revenues for the
Fiscal Year next succeeding that in which such
demolition or removal occurs will be sufficient to
enable the Department to meet its obligations under
Section 704 (a) hereof.
(d) Upon compliance with the provisions of Section 715
hereof, the Department shall have the right to lease the
Parking System or any portion thereof to public or private
operators for continued operation, in the public interest, as
public parking facilities, at rentals which, in the opinion of
a Parking Consultant expressed in writing, will be equal to
the estimated Net Revenues which would have been realized from
continued operation by the Department of the facilities to be
leased.
(e) The Department shall have the right to remove and
substitute or make changes in the location of on -street
parking meters which are necessary to permit street widening
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or street closings or are otherwise necessary in the
determination of the Department or the City and which will not
materially lessen the income and revenues to be derived from
such meters.
The Department shall deposit the proceeds resulting from
abandonment, sale or disposition of properties constituting the
Parking System to any Account in the Construction Fund if the
amount then on deposit therein is insufficient to pay the Costs of
the 1998 Project or any Additional System Facilities or to the
General Reserve Account if the amount on deposit therein is less
than the amount to be deposited therein pursuant to the Capital
Funds Budget, as the Department may direct. All proceeds remaining
after such deposits shall be paid to the Trustee for deposit in the
Redemption Account.
Section 714. Additional System Facilities, Additions to
the Parking System. All buildings, structures, and items of
personal property that are constructed, placed or installed in or
upon the properties constituting the Parking System as an addition
or improvement to, as a substitute for, or in renewal, replacement
or alteration of, any buildings, structures, and personal property
constituting part of the Parking System, and all real Property
acquired as an addition to, in replacement of, or as a substitute
for real property constituting a part of the Parking System shall
thereupon become a part of the Parking System.
Other facilities not financed by the issuance of Bonds
under this Ordinance may be incorporated in and made a part of the
Parking System upon satisfaction of the conditions set forth in
Section 717 hereof.
Section 715. Contracts Leases and Other Agreements.
Subject to the provisions of Sections 604 and 713(d), the
Department may lease, as lessor, all or any part of the Parking
System, or contract or agree for the performance by others, of
operation or services on or in connection with the Parking System
or any part thereof, for any lawful purpose, provided that:
(a) each such lease, contract or agreement, or any
amendment or rescission thereof, is not inconsistent with the
provisions of this Ordinance,
(b) the City and the Department shall remain fully
obligated and responsible under this Ordinance to the same
extent as if such lease, contract or agreement, or any
amendment or rescission thereof, had not been executed,
(c) the obligation of the City and the Department under
such lease, contract or agreement shall be subordinate to the
Department's obligations under this Ordinance, and
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(d) if the amount payable to the City or the Department
in the then current or any subsequent Fiscal Year under any
such lease, contract or agreement or any amendment or
rescission thereof, exceeds 5% of the Revenues for the
preceding Fiscal Year, then the Board shall expressly
determine by resolution that it has given due consideration to
the provisions of Section 704 hereof prior to the execution of
such contract, lease, or agreement, and that such lease,
contract or agreement, or amendment or rescission thereof,
does not materially adversely impair or diminish the rights or
security of any Holder. The Board shall not be prevented from
making the determination required by this paragraph (d)
notwithstanding that a particular contract, lease or agreement
is not subject to revision except in accordance with its terms
and is not subject to revision to comply with the provisions
set fort in Paragraphs (a) and (b) of Section 704.
Section 716. Interim Indebtedness: Short Term Indebted-
ness. The City and the Department shall have the right: (a) to
incur Interim Indebtedness on a parity with the Bonds as to payment
from Revenues provided that (1) the requirements for the issuance
of Additional Bonds set forth in Section 209 of this Ordinance
could be satisfied if such Interim Indebtedness were issued.with a
maturity of twenty-five (25) years after date of issuance, with
substantially equal annual payments of principal and interest and
with an interest rate substantially equal to the market interest
rate for similar obligations of twenty-five year maturity at the
time the calculation is made and (2) there shall be filed with the
Trustee, simultaneously with the incurrence of such Interim
Indebtedness, a letter from a banking, investment banking or other
appropriate financial institution stating that, under the then
current market conditions, such Interim Indebtedness could be
placed or sold on the terms and conditions assumed for the purposes
of (a)(1) above and (b) to incur Short Term Indebtedness payable as
to principal and interest as Current Expenses provided that such
Short Term Indebtedness at any time outstanding shall not exceed
200W of the Department's Current Expenses of the Parking System for
the last Fiscal Year for which an audit is available.
Section 717. Financing of Special Purpose Facilities.
Nothing in this Ordinance shall be construed as prohibiting the
City or the Department from financing the acquisition or
construction of any Special Purpose Facilities permitted by law
(whether or not related to parking) so long as the following
conditions are satisfied:
(a) the debt obligations issued to finance the special
purpose facilities are not directly or indirectly secured by
or payable from Revenues but are secured by and payable from
such other sources as are then permitted by law,
(b) the Department shall have delivered to the Trustee
opinions of the City Attorney to the effect that the
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underlying obligations issued to finance such facilities are
not, directly or indirectly, secured by or payable from
Revenues or issued under or secured by the provisions of this
Ordinance and that the financing of such special purpose
facilities will not conflict with or constitute on the part of
the City or the Department a breach of or default under any of
the covenants or provisions of this Ordinance, and
(c) the Department shall have delivered to the Trustee
a statement, signed by the Parking Consultant, to the effect
that in its opinion the acquisition or construction of such
special purpose facilities will not materially reduce Revenues
or impair the operating efficiency of the Parking System.
Such Special Purpose Facilities may include any facility
permissible under the laws of the State, including but not limited
to, parking facilities.
Section 718. Subordinated Debt. The City may incur and
issue Subordinated Debt to finance the acquisition and construction
of any facilities which the Board and the Department may operate
and maintain pursuant to law, except for Special Purpose Facilities
described in Section 717 hereof, if the following conditions are
met:
(a) the City shall adopt an Ordinance authorizing the
issuance of any such Subordinated Debt and setting forth the
amount and details thereof;
(b) the principal of, and the redemption premium, if
any, and interest on any such Subordinated Debt is payable as
a whole or in part solely from the proceeds of other
Subordinated Debt, Additional Bonds, any money available
therefor in the General Reserve Account, or from any other
legally available source provided that such Subordinated Debt
shall be payable from Additional Bonds only to the extent such
indebtedness was issued for any purpose for which Additional
Bonds may be issued under this Ordinance; except for payments
from the proceeds of Additional Bonds and the General Reserve
Account, no money in any other Fund or Account created
pursuant to the provisions of this Ordinance shall be used to
pay the principal of, or the interest or redemption premium,
if any, on, any Subordinated Debt; and
(c) simultaneously with the delivery of and payment for
any such Subordinated Debt there shall be filed with the
Trustee a certificate of the Chief Financial Officer stating
that no Default has occurred and is continuing under this
Ordinance or, if any Default then exists, that the proceeds of
such Subordinated Debt will be applied to cure the same.
Section 719. Engagement of Accountant, Insurance
Consultant and Parking Consultant. For the purpose of causing to
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be performed and carried out the duties imposed on the Accountant
under this Ordinance, the Board shall engage as the Accountant an
independent certified public accountant or a firm of independent
certified public accountants having a favorable repute for skill
and experience in such work.
For the purpose of performing and carrying out the duties
imposed upon an Insurance Consultant under this Ordinance, the
Board shall from time to time engage an Insurance Consultant as
defined in Section 101 hereof. A signed copy of any reports of any
Insurance Consultant required hereby shall be filed with the
Department, and copies thereof shall be sent to the Trustee.
For the purpose of causing to be performed and carried
out the duties imposed on the Parking Consultant under this
Ordinance, the Board will engage one or more Parking Consultants
having a favorable repute for skill and experience for such work.
Except for any fees and expenses incurred under the provisions of
Section 403 of this Ordinance, the cost of engaging the Parking
Consultant shall be treated as a part of the cost of operation and
maintenance of the Parking System.
The Accountant and the Parking Consultant shall at all
times have free access to all properties constituting the Parking
System for the purposes of inspection and examination, and the
books, records and accounts of the City and the Department may be
examined by the Accountant and the Parking Consultant at all
reasonable times upon reasonable notice.
Section 720. Further Instruments and Actions. The City
and the Board shall, from time to time, execute and deliver such
further instruments or take such further actions as may be required
to carry out the purposes of this Ordinance.
Section 721. Use of Revenues and Inconsistent Actions.
The City and the Board covenant and agree that, so long as any of
the Bonds secured hereby are outstanding, none of the Revenues will
be used for any purpose other than as provided in this Ordinance,
and that no contract or contracts will be entered into or any
action taken by which the rights of Holders might be impaired or
diminished.
Section 722. No Free Parking at City Facilities. The
City covenants that no free parking will be permitted pursuant to
lease or other contractual arrangement upon real property or at
facilities owned or operated by the -City.
Section 723. Department to Manage City Parking
Facilities. The City covenants that if it acquires, finances or
constructs any facilities or structures for the off-street parking
of motor vehicles, which facilities or structures are not a part of
the Parking System, it will engage the Department to manage and
operate such facilities and structures.
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Section 724. Biennial Inspection. No later than one
hundred twenty (120) days after the end of each second Fiscal Year,
commencing with the Fiscal Year ending on September 30, 1999, the
Department shall cause the Parking System to be inspected by the
Parking Consultant, who shall make and file with the Department and
the Trustee a written report of such inspection and of the physical
condition of the Parking System. The Trustee shall mail a copy of
such biennial inspection report to any Holder requesting the same
in writing.
ARTICLE VIII
REMEDIES
Section 801. Extension of Interest Payment. If the time
for the payment of the interest on any Bond is extended, whether or
not such extension is by or with the consent of the City, such
interest so extended shall_ not be entitled in case of default
hereunder to the benefit or security of this Ordinance and in such
case the Holder of the Bond for which the time for payment of
interest was extended shall be entitled only to the payment in full
of the principal of all Bonds then Outstanding and of interest for
which the time for payment shall not have been extended.
Section 802. Events of Default. Each of the following
events is hereby declared an "Event of Default":
(a) payment of the principal of, a Sinking Fund
Requirement with respect to or the redemption premium, if any,
on any of the Bonds is not made when the same are due and
payable, either at maturity or by redemption or otherwise;
(b) payment of the interest on any of the Bonds is not
made when the same is due and payable;
(c) a final judgment for the payment of money is
rendered against the City or the Department as a result of the
ownership, control or operation of the Parking System, and any
such judgment is not discharged within sixty (60) days from
the entry thereof or an appeal is not taken therefrom or from
the order, decree or process upon which or pursuant to which
such judgment shall have been granted or entered, in such
manner as to stay the execution of or levy under such
judgment, order, decree or process or the enforcement thereof;
(d) the City or the Department: (i) becomes insolvent or
the subject of insolvency proceedings; or (ii) is unable, or
admits in writing its inability, to pay its debts as they
mature; or (iii) makes a general assignment for the benefit of
creditors or to an agent authorized to liquidate any
substantial amount of its property; or (iv) files a petition
or other pleading seeking reorganization, composition,
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readjustment, or liquidation of assets, or requesting similar
relief; or (v) applies to a court for the appointment of a
receiver for it or for the whole or any part of the Parking
System; or (vi) has a receiver or liquidator appointed for it
or for the whole or any part of the Parking System (with or
without the consent of the City or the Department) and such
receiver is not discharged within 90 consecutive days after
his appointment; or (vii) becomes the subject of an "order for
relief" within the meaning of the United States Bankruptcy
Code; or (viii) files an answer to a creditor's petition
admitting the material allegations thereof for liquidation,
reorganization, readjustment or composition or to effect a
plan or other arrangement with creditors or fail to have such
petition dismissed within 60 consecutive days after the same
is filed against the City or the Department;
(e) any court of competent jurisdiction assumes custody
or control of the City or the Department or of the whole or
any substantial part of its property under the provisions of
any other law for the relief or aid of debtors, and such
custody or control is not terminated within ninety (90) days
from the date of assumption of such custody or control; and
(f) the City or the Department defaults in the due and
punctual performance of any other of the covenants, condi-
tions, agreements and provisions contained in the Bonds or in
this Ordinance, and such default continues for 30 days after
receipt by the City and the Department of a written notice
from the Trustee specifying such default and requesting that
it be corrected, provided that if prior to the expiration of
such 30-day period the City or the Department institutes
action reasonably designed to cure such default, no "Event of
Default" shall be deemed to have occurred upon the expiration
of such 30-day period for so long as the City or the Depart-
ment pursues such curative action with reasonable diligence.
Section 803. Acceleration of Maturities. Upon the
happening and continuance of any Event of Default specified in
Section 802 of this Article, then and in every such case the
Trustee may, and upon the written request of the Holders of not
less than 25% in aggregate principal amount of the Bonds then
outstanding, shall, by a notice in writing to the City and the
Department, declare the principal of all of the Bonds then
Outstanding (if not then due and payable) to be due and payable
immediately, and upon such declaration the same shall become and be
immediately due and payable, anything contained in the Bonds or in
this Ordinance to the contrary notwithstanding. If the conditions
identified in clauses (a), (b) and (c) of this paragraph have been
satisfied after the principal of_and interest on the Bonds have
been declared to be due and payable and before the entry of final
judgment or decree in any suit, action or proceeding instituted on
account of such default, or before the completion of the
enforcement of any other remedy under this Ordinance, then and in
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every such case the Trustee may, and upon the written request of
the Holders of not less than 25% in aggregate principal amount of
the Bonds not then due and then Outstanding shall, by written
notice to the City and the Department, rescind and annul such
declaration and its consequences, but no such rescission or
annulment shall extend to or affect any subsequent Event of Default
or impair any right consequent thereon: (a) money sufficient to pay
the principal of all matured Bonds and all arrears of interest, if
any, upon Bonds then Outstanding (except the principal of any Bonds
not then due except by virtue of such declaration and the interest
accrued on such Bonds since the last Interest Payment Date) has
accumulated in the Interest Account, the Principal Account, and the
Sinking Fund Account, (b) all amounts then payable by the
Department hereunder have been paid or a sum sufficient to pay the
same has been deposited by the Chief Financial Officer with the
Trustee or the Paying Agent, and (c) every other default in the
observance or performance of any covenant, condition, agreement or
provision contained in the Bonds or it this Ordinance (other than
a default in the payment of the principal of such Bonds then due
only because of a declaration under this Section) has been
remedied.
If pursuant to the provisions of this Ordinance the
obligation of the Department to pay the Bonds is accelerated, the
Department shall pay to the Trustee forthwith but only from Net
Revenues, an amount that is sufficient, together with all other
funds available therefor, to pay such Bonds in full, and an amount
that is sufficient, together with all other funds available
therefor, to pay all other expenses of the Trustee incurred or to
be incurred under this Ordinance.
Section 804. Remedies. In addition to any remedies then
available to the Trustee under this Ordinance and under State and
federal law, upon the occurrence of an Event of Default the Trustee
may:
(a) Require the Department to endorse all checks and
other negotiable instruments representing Net Revenues to the
order of the Trustee immediately upon the receipt thereof and
to deliver such endorsed instruments daily to the Trustee.
(b) Notify any or all account debtors of the Department
to pay any amounts representing Net Revenues, when due and
owing, directly to the Trustee, as Trustee.
(c) Upon the filing of a _suit or other commencement of
judicial proceedings to enforce the rights of the Trustee and
of the Holders under this Ordinance, the Trustee shall be
entitled, as a matter of right, to the appointment of a
receiver or receivers of the Parking System and of the Net
Revenues pending such proceedings, with such powers as the
court making such appointments confers, whether or not the Net
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Revenues are deemed sufficient ultimately to satisfy the Bonds
then Outstanding hereunder.
(d) Take whatever action at law, or in equity may appear
necessary or desirable to collect the amounts then due and
thereafter to become due or to enforce observance or
performance of any covenant, condition or agreement of the
City and the Department under this Ordinance.
Section 805. Enforcement of Remedies. Upon the
happening and continuance of any Event of Default specified in
Section 802 of this Article, then and in every such case the
Trustee may, and upon the written request of the Holders of not
less than 2596 in aggregate principal amount of the Bonds then
Outstanding shall, proceed to protect and enforce the rights of the
Holders under federal or State law or under this Ordinance by such
suits, actions or special proceedings in equity or at law, either
for the specific performance of any covenant or agreement contained
herein or in aid or execution of any power herein granted or for
the enforcement of any proper legal or equitable remedy, as the
Trustee shall deem most effectual to protect and enforce such
rights.
Section 806. Pro Rata Application of Funds. Anything in
this Ordinance to the contrary notwithstanding, if at any time the
money in the Interest Account, the Principal Account and the
Sinking Fund Account is not sufficient to pay the interest on or
the principal of or Sinking Fund Requirement with respect to the
Bonds as the same become due and payable teither by their terms or
by acceleration of maturities under the provisions of Section 803
of this Article), such money, together with any money then
available or thereafter becoming available for such purposes,
whether through the exercise of the remedies provided for in this
Article or otherwise, shall be'applied as follows:
first: if the principal of the Bonds has not become
due and payable, to the payment of all installments of
interest then due, in the order of the maturity of the
installments of such interest;
second: if the principal of less than all of the Bonds
has become due and payable, first to the payment of all
installments of interest then due on Bonds of which the prin-
cipal is not overdue, in the order of the maturity of the
installments thereof, and next to the payment of interest at
the respective rates specified in the Bonds on overdue
principal, and next to the payment of the principal (including
Sinking Fund Requirements) of Bonds then due in order of their
due dates;
third: if the principal of all Bonds has become due
and payable by declaration, redemption or otherwise, first to
the payment of all interest due on Bonds of which the
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principal is not overdue, and next to the payment of interest
at the respective rates specified in the Bonds on overdue
principal, and next to the payment of the principal (including
Sinking Fund Requirements) of the Bonds in order of their due
dates;
fourth: if the principal of all Bonds has become due
and payable, and all of the Bonds have been fully paid,
together with all interest and premium, if any, thereon, any
surplus then remaining shall be applied as set forth in
Section 514 hereof; and
fifth: if the principal of all Bonds has been declared
due and payable and if such declaration thereafter has been
rescinded and annulled under Section 803 of this Ordinance,
then, subject to the provisions of paragraph third of this
Section in the event that the principal of all Bonds later
becomes due and payable or is declared due and payable, the
money then remaining in and thereafter accruing to the
Interest Account, the Principal Account, and the Sinking Fund
Account shall be applied in accordance with the provisions of
paragraph first or second of this Section, whichever is then
applicable.
All payments to be made to the Holders pursuant to this Section
shall be made ratably to the persons entitled thereto, without
discrimination or preference, except that if there are insufficient
funds to make any payment of interest or principal (including
Sinking Fund Requirements) then due, the amount to be paid in
respect of principal (including Sinking Fund Requirements) or
interest, as the case may be, on each Bond shall be determined by
multiplying the aggregate amount of the funds available for such
payment by a fraction, the numerator of which is the amount then
due as principal (including Sinking Fund Requirements) or interest,
as the case may be, on each Bond and the denominator of which is
the aggregate amount due in respect of all interest or all
principal (including Sinking Fund Requirements), as the case may
be, on all Bonds.
The provisions of this Section are in all respects
subject to the provisions of Section 801 of this Article.
Whenever money is to be applied by the Trustee pursuant
to the provisions of this Section: (a) such money shall be applied
by the Trustee at.such times and from time to time as the Trustee
in its sole discretion shall determine, having due regard for the
amount of such money available for such application and the
likelihood of additional money becoming available for such
application in the future, (b) the deposit of such money with the
Paying Agent or otherwise setting aside such money as provided
herein, in trust for the proper purpose shall constitute proper
application by the Trustee, and (c) the Trustee shall incur no
liability whatsoever to the City, to the Department, to any Holder
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or to any other person for any delay in applying any such money so
long as the Trustee acts with reasonable diligence, having due
regard for the circumstances, and ultimately applies the same in
accordance with such provisions of this Ordinance as may be
applicable at the time of application by the Trustee. Whenever the
Trustee exercises such discretion in applying such money, it shall
fix the date (which shall be an Interest Payment Date unless the
Trustee shall deem another date more suitable) upon which such
application is to be made and upon such date -interest on the
amounts of principal to be paid on such date shall cease to accrue.
The Trustee shall give such notice as it may deem appropriate of
the fixing of any such date and shall not be required to make
payment to the Holder of any Bond until such Bond is surrendered to
the Trustee for cancellation if fully paid.
Section 807. Effect of Discontinuance of Proceedings.
If any proceeding taken by the Trustee or Holders on account of any
Event of Default is discontinued or abandoned for any reason, then
and in every.such case, the City, the Board, the Department, the
Trustee and the Holders shall be restored to their former positions
and rights hereunder, and all rights, remedies, powers and duties
of the Trustee shall continue as though no proceeding had been
taken.
Section 808. Control of Proceedings by Holders.
Anything in this Ordinance to the contrary notwithstanding, the
Holders of a majority in aggregate principal amount of Bonds at any
time Outstanding shall have the right, by an instrument or
concurrent instruments in writing executed and delivered to the
Trustee, to direct the method and place of conducting all remedial
proceedings to be taken by the Trustee hereunder, provided that
such direction shall be in accordance with law and the provisions
of this Ordinance.
Section 809. Restrictions Upon Actions by Individual
Holders. Except as provided in Section 814 of this Ordinance, no
Holder shall have any right to institute any suit, action or
proceeding in equity or at law on any Bond or for the execution of
any trust hereunder or for any other remedy hereunder unless such
Holder previously shall (a) have given to the Trustee written
notice of the Event of Default on account of which such suit,
action or proceeding is to be instituted, (b) have requested the
Trustee to take action after the right to exercise such powers or
right of action, as the case may be, shall have accrued, (c) have
afforded the Trustee a reasonable opportunity either to proceed to
exercise the powers hereinabove granted or to institute such
action, suit or proceedings in its or their name, and (d) have
offered to the Trustee reasonable security and indemnity against
the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee shall have refused or neglected to comply
with such request within a reasonable time. Such notification,
request and offer of indemnity are hereby declared in every such
case, at the option of the Trustee, to be conditions precedent to
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the execution of the powers and trusts of this Ordinance or to any
other remedy hereunder. Notwithstanding the foregoing provisions
of this Section and without complying therewith, the Holders of not
less than 20% in aggregate principal amount of Bonds then
Outstanding may institute any such suit or action or proceeding in
their own names for the benefit of all Holders hereunder. It is
understood and intended that, except as otherwise above provided,
no one or more Holders shall have any right. in any, manner
whatsoever by his or their action to affect, disturb or prejudice
the security of this Ordinance or to enforce any right hereunder
except in the manner provided, that 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 that 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 810. Enforcement of Rights of Action. All
rights of action (including the right to file proof of claim) under
this Ordinance or under any Bonds may be enforced by the Trustee
without the possession of any Bonds or the production thereof in
any proceedings relating thereto, and any such suit or proceedings
instituted by the Trustee shall be brought in its name as Trustee,
without the necessity of joining as plaintiffs or defendants any
Holders, and any recovery of judgment shall be for the equal
benefit of the Holders, subject to the provisions of Section 801 of
this Ordinance:
Section 811. No Remedy Exclusive. No remedy herein
conferred upon or reserved to the Trustee or 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 812. Delay Not a Waiver. No delay or omission
by the Trustee or of 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 Trustee and to the Holders may be exercised from
time to time and as often as may be deemed expedient.
The Trustee may, and upon written request of the Holders
of not less than 25W in aggregate principal amount of the Bonds
then Outstanding shall, waive any Event of Default which in its
opinion has been remedied before the entry of final judgment or
decree in any suit, action or proceeding instituted by it under the
provisions of this Ordinance or before the completion of the
enforcement of any other remedies under this Ordinance, but no such
waiver shall extend to or affect any other existing or subsequent
Event of Default or impair any rights or remedies consequent
thereon.
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Section 813. Notice of Default. The Trustee shall mail
to all Holders of registered Bonds, at their addresses as they
appear on the registration books maintained by the Trustee, and all
Holders requesting the same, written notice of the occurrence of
any Event of Default within 30 days after the Trustee has notice of
the same. However, the Trustee shall not be subject to any
liability to any Holder by reason of its failure to mail any such
notice.
Section 814. Right to Enforce Payment of Bonds
Unimpaired. Nothing in this Article shall affect or impair the
right of any Holder to enforce the payment of the principal of and
interest on his Bonds or the obligation of the City and the
Department to pay the principal of and interest on each Bond to the
Holder thereof at the time and place specified in said Bond.
ARTICLE IX
THE TRUSTEE
Section 901. Acceptance of Trusts. The Trustee under
this Ordinance and Paying Agent for the 1998 Bonds shall be
designated in the Series Ordinance for such Series. The Trustee
shall signify its acceptance of the duties and obligations and
agree to execute the trusts imposed upon it by this Ordinance by
executing the certificate of authentication endorsed upon the
Bonds, but only upon the terms and conditions set forth in this
Article and subject to the provisions of this Ordinance, to all of
which the City, the Board, the Department, the Trustee and the.
respective Holders of the Bonds agree. Unless the Trustee has been
given notice or otherwise has notice that an Event of Default has
occurred and is continuing, the Trustee shall not be responsible
except for the performance of those duties that are expressly set
forth in this Ordinance, and no implied covenant or duty shall be
read into thi's Ordinance against the Trustee; provided, however,
that nothing herein shall relieve the Trustee from responsibility
for its own negligence or willful misconduct.
If an Event of Default has occurred and is continuing,
the Trustee shall exercise such of the rights and powers as are
vested in it by this Ordinance and shall use the same degree of
care and skill in their exercise as a prudent man would exercise or
use under the circumstances in the conduct of his own affairs.
Section 902. Indemnification of Trustee as Condition for
Remedial Action Upon Direction of Holders. The Trustee shall be
under no obligation to take any remedial proceeding under this
Ordinance upon direction of the Holders in accordance with Section
808 hereof until it is indemnified to its satisfaction against any
and all costs andexpenses, outlays and counsel fees and other
reasonable disbursements, and against all liability, provided that
the Trustee shall have no right to indemnification for any costs,
expenses outlays, counsel fees, or disbursements or against any
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liability resulting from any proceeding or action of the Trustee if
the Trustee is determined to have acted negligently with respect to
such proceeding or action. However, the Trustee may begin suit, or
appear in and defend suit, or take any remedial proceedings under
this Ordinance, or take any steps in the execution of any of the
trusts created hereby or in the enforcement of any rights and
powers hereunder, or do anything else in its judgment proper to be
done by it as such Trustee, without indemnity and with or without
the direction of Holders, and in such case the Department, at the
request of the Trustee, shall reimburse the Trustee from Revenues
for all reasonable costs, expenses, outlays and counsel fees and
other reasonable disbursements properly incurred in connection
therewith.
Section 903. Limitations on Obligations and
Responsibilities of Trustee. The Trustee shall be under no
obligation to effect or maintain insurance or to renew any policies
of insurance or to inquire as to the sufficiency of any policies of
insurance carried by the Department, or to report, make or file
claims or proof of loss for any loss or damage that may occur, or
to keep itself informed or advised as to the payment of any
premiums or assessments, or to require any such payment to be made.
The Trustee shall have no responsibility in respect of the validity
or sufficiency of this Ordinance or, except as to the
authentication thereof, in respect of the validity of Bonds or the
due execution or issuance thereof. The Trustee .shall be under no
obligation to see that any duties herein imposed upon the City, the
Board, the Department, any consultant, any Paying Agent other than
itself, any Depositary other than itself,- or any party other than
itself are done or performed.
Section 904. Trustee Not Liable for Failure of
Department to Act. The Trustee shall not be liable or responsible
for the failure of the Department or of any of its employees or
agents to make any collections or deposits or to perform any act
herein required of the Department or for the loss of any money
arising through the insolvency or the act or default or omission of
any Depositary other than itself in which such money is deposited
under the provisions of this Ordinance. The Trustee shall not be
responsible for the application of any.of the proceeds of Bonds or
any other money deposited with it and paid out, withdrawn or
transferred hereunder if such application, payment, withdrawal or
transfer is made in accordance with the provisions of this
Ordinance. The immunities and exemptions from liability of the
Trustee hereunder shall extend to its directors, officers,
employees and agents. _
Section 905. Compensation of Trustee and Paying Accent.
Subject to the provisions of any contract between the Department
and the Trustee or any Paying Agent relating to the compensation of
the Trustee or such Paying Agent, the Department shall pay to the
Trustee or such Paying Agent from Revenues reasonable compensation
for all services performed by it hereunder and also all its
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reasonable expenses, charges and other disbursements and those of
its attorneys, agents and employees incurred in and about the
administration and the performance of its powers and duties
hereunder.
Section 906. Monthly Statements from Trustee. On or
before the loth day of each month the Trustee shall file with the
Department a statement setting forth in respect of the preceding
calendar month:
(a) the amount withdrawn or transferred by it from, and
the amount deposited in or credited to, each Fund or Account
held by it under the provisions of this Ordinance,
.(b) the amount on deposit with it at the end of such
month in each such Fund or Account,
(c) a brief description of all obligations held by it as
an investment of money in each such Fund or Account and the
investment income or loss that was charged to any Fund or
Account in such month,
(d) the amount applied to the payment, purchase, or
redemption of Bonds under the provisions of Article V of this
Ordinance and a description of the Bonds so paid, purchased,
or redeemed, and
(e) any other information that the Department may
reasonably request.
All records and files pertaining to the Bonds and the
Parking System in the custody of the Trustee shall be available at
all reasonable times for inspection by the Department, the Holders,
and their agents and representatives.
Section 907., Trustee Protected in Relying on Certain
Documents. The Trustee shall be protected and shall incur no
liability in acting or proceeding, or in not acting or not
proceeding, in good faith and in accordance with the terms of this
Ordinance upon any resolution, order, notice, request, consent,
waiver, certificate, statement, affidavit, requisition, bond or
other paper or document that it in good faith reasonably believes
to be genuine and to have been adopted or signed by the proper
board or person or to have been prepared and furnished pursuant to
any of the provisions of this Ordinance, or upon the written
opinion of any attorney, engineer or accountant believed by the
Trustee to be qualified in relation to the subject matter, and the
Trustee shall be under no duty to make any investigation or inquiry
as to any statements contained or matters referred to in any such
instrument. The Trustee shall not be under any obligation to see
to the recording or filing of this Ordinance or otherwise to the
giving to any person of notice of the provisions hereof.
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Except as otherwise provided in this Ordinance, any
request, notice,, certificate or other instrument from the
Department to the Trustee shall be deemed to have been signed by
the proper party or parties if signed by the Chief Financial
Officer or any designee whose signature is on file with the
Trustee.
Section 908. Notice of Default. Except upon the
happening of any Event of Default, specified in clauses (a) and (b)
of Section 802 hereof or the reporting of the occurrence of an
Event of Default pursuant to Section 707 hereof, the Trustee shall
not be obliged to take notice or be deemed to have notice of any
Event of Default under this Ordinance unless specifically notified
in writing of such Event of Default by the Department, the City or
the Holders of not less than 5% in aggregate principal amount of
Bonds then Outstanding.
Section 909. Trustee Not Responsible for Recitals. The
recitals, statements and representations contained herein and in
the Bonds (excluding the Trustee's certificate of authentication on
the Bonds) shall be taken and construed as made by and on the part
of the City and the Department and not by the Trustee, and the
Trustee shall be under no responsibility for the correctness of the
same.
Section 910. Trustee May Deal in Bonds. The bank or
trust company acting as Trustee under this Ordinance, and its
directors, officers, employees or agents, may in good faith and in
arms length transactions, to the extent, permitted by applicable
law, buy, sell, own, hold and deal in any of the Bonds and may join
in any action that any Holder of Bonds may be entitled to take with
like effect as if such bank or trust company were not the Trustee
under this Ordinance.
Section 911. Resignation and Removal of Trustee Subject
to Appointment of Successor. No resignation or removal of the
Trustee and no appointment of a successor Trustee pursuant to this
Article shall become effective until the acceptance of appointment
by the successor Trustee under Section 915.
Section 912. Resignation of Trustee. The Trustee may
resign and thereby become discharged from the trusts hereby created
by notice in writing given to the Bondholders by first class U.S.
mail, postage prepaid, not less than 90 days before such
resignation is to take effect. Such resignation shall take effect
immediately upon the appointment of anew Trustee hereunder if such
new Trustee is appointed and accepts the trusts created hereby
before the time limited by such notice. No such resignation shall
relieve the Trustee for past actions taken or for which the Trustee
has failed to take, prior to such resignation becoming effective.
Section 913. Removal of Trustee. The Trustee may be
removed at any time by an instrument or concurrent instruments in
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writing, executed by (i) the City and the Department or (ii) the
Holders of not less than a majority in aggregate principal amount
of Bonds then Outstanding, filed with the Department and the
Trustee.
The Trustee may also be removed at any time for any
breach of trust or for acting or proceeding in violation of, or for
failing to act or proceed in accordance with, any provisions of
this Ordinance with respect to the duties and obligations of the
Trustee, by any court of competent jurisdiction upon the
application of the Holders of not less than 20°s in aggregate
principal amount of Bonds then Outstanding.
Section 914. Appointment of Successor Trustee. If at
any time the Trustee resigns, is removed, is dissolved or otherwise
becomes incapable of acting, or the bank or trust company acting as
Trustee is taken over by any governmental official, agency,
department or board, the position of Trustee shall thereupon become
vacant. If the position of Trustee becomes vacant for any reason,
the Department shall appoint a Trustee to fill such vacancy. A
successor Trustee shall not be required if the Trustee sells or
assigns substantially all of its trust business and the vendee or
assignee continues in the trust business, or if a transfer of the
trust department of the Trustee is required by operation of law,
provided that such vendee, assignee or transferee qualifies as a
successor Trustee under this Section 914. The Department shall
provide notice to the Bondholders of such appointment by first
class U.S. mail, postage prepaid..
At any time within one year after any vacancy in the
office of the Trustee has occurred, the Holders of 2016 in principal
amount of Bonds then Outstanding, by an instrument or concurrent
instruments in writing, executed by such Holders and filed with the
Department, may appoint a successor Trustee, which shall supersede
any Trustee theretofore appointed by the Department. Photographic
copies of each such instrument shall be delivered promptly by the
Department to the predecessor Trustee and to the Trustee so
appointed by the Holders.
If no appointment of a successor Trustee is made pursuant
to the foregoing provisions of this Section, any Holder or any
retiring Trustee may apply to any court of competent jurisdiction
to appoint a successor Trustee. Such court may thereupon appoint
a successor Trustee.
Any successor Trustee hereafter appointed shall be a bank
or trust company within the State that is in good standing and duly
authorized to exercise corporate trust powers in the State, that is
subject to examination by federal or State authority, and that has
a combined capital, surplus and undivided profits aggregating not
less than Fifty Million Dollars ($50,000,000).
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Section 915. Vesting of Duties in Successor Trustee.
Every successor Trustee appointed hereunder shall execute,
acknowledge and deliver to its predecessor, and also to the City
and the Department, an instrument in writing accepting such
appointment and the trusts created hereby and thereupon such
successor Trustee, without any further act, shall become fully
vested with all the rights, immunities and powers, and subject to
all the duties and obligations, of its predecessor. Upon receipt
of such instrument, or upon receipt of a written request of the
Department and upon payment of the expenses, charges and other
disbursements of such predecessor that are payable pursuant to the
provisions of Sections 902 and 905 of this Article, such
predecessor Trustee shall execute and deliver an instrument
transferring to such successor Trustee the rights, immunities and
powers of such predecessor hereunder and shall deliver all property
and money held by it hereunder to its successor. Should any
instrument in writing from the Department be required by any
successor Trustee for more fully and certainly vesting in such
Trustee the rights, immunities, powers and trusts hereby and vested
or intended to be vested in the predecessor Trustee, any such
instrument in writing shall and will, on request, be executed,
acknowledged and delivered by the Department.
ARTICLE X
EXECUTION OF INSTRUMENTS BY HOLDERS,
PROOF OF OWNERSHIP OF BONDS, AND DETERMINATION
OF CONCURRENCE OF HOLDERS
Section 1001. Execution of Instruments by Holders. Any
request, direction, consent or other instrument in writing required
or permitted by this Ordinance to be signed or executed by any
Holders 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 and of the ownership of Bonds shall be sufficient
for any purpose of this Ordinance and shall be conclusive in favor
of the Trustee and the City and the Department with regard to any
action taken by either under such instrument if the fact and date
of the execution by any person of any such instrument may be proved
by the verification, by any officer in any jurisdiction who by the
laws thereof has power to take affidavits within such jurisdiction,
to the effect that such instrument was subscribed and sworn to
before him, or by an affidavit of a witness to such execution.
Where such execution is 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.
Nothing contained in this Article shall be construed as
limiting the Trustee to such proof, it being intended that the
Trustee may accept any other evidence of the matters herein stated
which it may deem sufficient. Any request or consent of any Holder
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shall bind every future Holder of the same Bond in respect of
anything done by the Trustee in pursuance of such request or
consent.
Notwithstanding any of the foregoing provisions of .this
Section, the Trustee shall not be required to recognize any person
as a Holder or to take any Action at his request unless such Bonds
shall be deposited with it.
ARTICLE XI
SUPPLEMENTAL ORDINANCES
Section 1101. Supplemental Ordinance Without Bondholders
Consent. The City Commission, upon recommendation of the Board,
from time to time and at any time and with the consent of the
Trustee, may adopt such ordinances supplemental hereto as are
consistent with the terms and provisions hereof (which supplemental
ordinances shall thereafter form a part hereof) and do not
adversely affect the interest of the Holders:
(a) to cure any ambiguity or formal defect or omission
or to correct or supplement any provision herein that may be
inconsistent with any other provision herein, or
(b) to grant to or confer upon the Trustee, for the
benefit of the Holders, any additional rights, remedies,
powers, authority or security that may lawfully be granted to
or conferred upon the Holders or the Trustee, or
(c) to add to the conditions, limitations and restric-
tions on the issuance of Bonds under the provisions of this
Ordinance other conditions, limitations and restrictions
thereafter to be observed, provided that such conditions,
limitations, and restrictions do not impair the security for
the Outstanding Bonds, or
(d) to add to the covenants and agreements of the City
and the Department in this Ordinance other covenants and
agreements thereafter to be observed by the City and the
Department or to surrender any right or power herein reserved
to or conferred upon the City and the Department, provided
that such covenants and agreements and the surrendering of any
such right or power do not impair the security for the
Outstanding Bonds, or _
(e) to comply with the provisions of Sections 208, 209,
210 or 211, or
(f) to provide for the issuance of coupon Bonds, or
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(g) to provide for the issuance of Variable Rate Bonds,
Capital Appreciation Bonds, Option Bonds and Capital
Appreciation and Income Bonds which will not adversely affect
the exemption from Federal income taxation of interest on the
Bonds that are not Taxable Bonds,
(h) to provide for the issuance of Uncertificated Bonds,
or
(i) to provide such changes which, in the opinion of the
City and the Department, will not materially adversely affect
the security of or otherwise be materially adverse to the
Holders. Notwithstanding the foregoing, no such change
pursuant to this paragraph (i) shall become effective unless
the Trustee shall have filed with the Department a certificate
stating that in its sole and absolute discretion, such change
will not have a material adverse effect on the interests of
such Holders.
Section 1102. Supplemental'Ordinance with Bondholder's
Consent. Subject to the terms and provisions contained in this
Section, and not otherwise, the Holders of not less than fifty-one
percent (51%) in aggregate principal amount of the Bonds 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 of such ordinance or ordinances
supplemental hereto as are deemed necessary or desirable by the
City upon recommendation of the Board, for the purpose of
modifying, altering, amending, adding to or rescinding, in any
particular, any of the terms or provisions contained in this
Ordinance or in any supplemental ordinance, provided that nothing
herein contained shall permit, or be construed as permitting (a) an
extension of the maturity of the principal of or the interest on
any Bond, or (b) a reduction in the principal amount of any Bond or
the redemption premium or the rate of interest thereon, or (c) the
creation of a lien upon or a pledge of Revenues other than the lien
and pledge created by this Ordinance, or (d) a preference or
priority of any Bond or Bonds over any other Bond or Bonds, or (e)
a reduction in the aggregate principal amount of the Bonds required
for consent to such supplemental ordinance. Nothing herein
contained, however, shall be construed as making necessary the
approval by Holders of the adoption of any supplemental ordinance
as authorized in Section 1101 of this Article.
If at any time the City,_ upon recommendation of the
Board, determines that it is necessary or desirable to adopt any
supplemental ordinance for any of the purposes of this Section, the
City Clerk shall cause notice of the proposed adoption of such
supplemental ordinance to be mailed, postage prepaid, to all
holders of Bonds, at their addresses as they appear on .the
registration books maintained by the Trustee, and all Holders of
Record. Such notice shall briefly set forth the nature of the
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proposed supplemental ordinance and shall state that copies thereof
are on file at the office of the City Clerk for inspection by all
Holders. The City, the Board and the Department shall not,
however, be subject to any liability to any Holder by reason of its
failure to cause the notice required by this Section to be mailed
and any such failure shall not affect the validity of such supple-
mental ordinance when consented to and approved as provided in this
Section.
Whenever, at any time within one year after the date of
the first publication of such notice, the City or the Department
delivers to the Trustee an instrument or instruments in writing
purporting to be executed by the Holders of not less than fifty-one
percent (51U in aggregate principal amount of the Bonds 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 Commission 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 fifty-one percent (51g)
in aggregate principal amount of the Bonds Outstanding at the time
of the adoption of such supplemental ordinance and that are
affected by a proposed supplemental ordinance 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, to object to any of the terms and provisions contained
therein or the operation thereof, to question the propriety of the
adoption thereof, or to enjoin or restrain the City Commission from
adopting the same or from taking any action pursuant to the
provisions thereof.
For purposes of this Ordinance, Bonds shall be deemed to
be "affected" by a supplemental ordinance if the same adversely
affects or diminishes the rights of Holders against the City and
the Department or the rights of the Holders in the security for
such Bonds. The Trustee may in its discretion determine whether
any Bonds would be affected by any supplemental ordinance and any
such determination shall be conclusive upon the Holders of all
Bonds, whether theretofore or thereafter authenticated and
delivered hereunder. The Trustee shall not be liable for any such
determination made in good faith. _
Section 1103. Supplemental Ordinances Part of Ordinance.
Any supplemental ordinance adopted in accordance with the
provisions of this Article and approved as to legality by the City
Attorney shall thereafter form a part of this Ordinance, and this
Ordinance shall be and be deemed to be modified and amended in
accordance therewith. Thereafter the respective rights, duties and
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obligations under this Ordinance of the City, the Board, the
Department, the Trustee, the Paying Agent, and all Holders of Bonds
then Outstanding shall thereafter be determined, exercised and
enforced in all respects under the provisions of this Ordinance as
so modified and amended. If any supplemental ordinance is adopted
and approved Bonds issued thereafter may contain an express
reference to such supplemental ordinance, if deemed necessary or
desirable by the City and the Department.
Section 1104. Series Ordinance Not 'a Supplemental
Ordinance. For purposes of this Article XI, a Series Ordinance
that relates only to a particular Series of Bonds issued hereunder
and that does not purport to alter or amend the rights or security
of any Holders of any Bonds of any other Series issued hereunder
shall not be deemed or considered to be a supplemental ordinance.
ARTICLE XII
DEFEASANCE
Section 1201. Cessation of Interest of Bondholders.
When (a) any Bonds, including any maturity or portion of a maturity
thereof, secured hereby have become due and payable in accordance
with their terms or otherwise as provided in this Ordinance, and
(b) the whole amount of the principal and the interest and premium,
if any, so due and payable upon such Bonds have been paid or if the
Trustee, the Paying Agent or an escrow agent shall hold money or
Government Obligations, or a combination of both, that are
sufficient in the aggregate to pay the principal of, and the
interest and redemption premium, if any, on such Bonds to the
maturity date or dates of such Bonds or to the date or dates
specified for the redemption thereof, and (c) if the Bonds are due
and payable by reason of a call for redemption, irrevocable
instructions to call such Bonds for redemption shall have been
given by or on behalf of the Department and the City to the
Trustee, and (d) sufficient funds shall also have been provided or
provision made for paying all other obligations payable hereunder
by the City and the Department, then and in that case the right,
title and interest of the Trustee and the Bondholders of such Bonds
in the Funds and Accounts created by this Ordinance shall thereupon
cease, determine and become void, and, if such Bonds shall
constitute all of the Bonds then Outstanding, the Board shall
repeal and cancel this Ordinance, and the Trustee shall apply any
surplus in the Funds or Accounts, other than money held for the
redemption or payment of principal of or interest on the'Bonds, as
provided in Section 515 hereof. Otherwise this Ordinance shall be,
continue and remain in full force and effect. Notwithstanding the
foregoing, if money, Government Obligations, or a combination of
both, are deposited with and held by the Trustee or Paying Agent or
an escrow agent, as hereinabove provided, and within 30 days after
such money, Government Obligations, or a combination of both have
been deposited with such Trustee, Paying Agent or escrow agent, the
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Department, in addition to observing the requirements of Article
III of this Ordinance, shall cause a notice signed by the Trustee
to be mailed by first class U.S. mail, postage prepaid, to the
Holders of the applicable Bonds, setting forth (i) the date
designated for the redemption of the Bonds, if applicable, (ii) a
description of the money and Government Obligations so held by the
Trustee, Paying Agent or escrow agent, and (iii) that this
Ordinance has been repealed, cancelled or defeased in accordance
with the provisions of this Section. Notwithstanding the
foregoing, the Trustee and Paying Agent shall retain such rights,
powers and privileges under this Ordinance as may be necessary and
convenient in respect of the Bonds for the payment of the
principal, interest and any premium on which such money and/or
Government Obligations have been deposited.
All money and Government Obligations held by the Trustee,
any Paying Agent or any escrow agent pursuant to this Section shall
be held in trust and applied to the payment, when due, of the Bonds
and obligations payable therewith.
For purposes of this Article Government Obligations shall
be deemed to be sufficient to pay or redeem bonds on a specified
date if the principal of and the interest on such Government
Obligations, when due, will be sufficient to pay on such date the
principal of, and the premium, if any, and interest due on such
Bonds on such dates.
For purposes of determining whether Variable Rate Bonds
shall be deemed to have been paid prior to the maturity or
redemption date thereof, as the case may be, by the deposit of
moneys, or Government Obligations and moneys, if any, the interest
to come due on such Variable Rate Bonds on or prior to the maturity
date or redemption date thereof, as the case may be, shall be
calculated at the maximum rate permitted by the terms thereof;
provided, however, that if on any date, as a result of such
Variable Rate Bonds having borne interest at less than such maximum
rate for any period, the total amount of moneys and Government
Obligations on deposit with the Escrow Agent for the payment of
interest on such Variable Rate Bonds is in excess of the total
amount which would have been required to be deposited with the
Escrow Agent on such date in respect of such Variable Rate Bonds in
order to satisfy the above provisions, the Escrow Agent shall, if
requested by the Department, pay the amount of such excess to the
Department free and clear of any trust, lien, pledge or assignment
securing the Bonds or otherwise existing under this Ordinance.
Option Bonds shall be deemed to have been paid in
accordance with the provisions above only if there shall have been
deposited with the Escrow Agent moneys in an amount which shall be
sufficient to pay when due the maximum amount of principal of and
premium, if any, and interest on such Bonds which could become
payable to the Holders of such Bonds upon the exercise of any
options provided to the Holders of such Bonds; provided, however,
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that if, at the time a deposit is made with the Escrow Agent, the
options originally exercisable by the Holder of an Option Bond are
no longer exercisable, such Bond shall not be considered an Option
Bond for the purposes hereof. If any portion of the moneys
deposited with the Escrow Agent for the payment of the principal of
and premium, if any, and interest on Option Bonds is not required
for such purpose the Escrow Agent shall, if requested by the
Department, pay the amount of such excess to the Department free
and clear of any trust, lien, pledge or assignment securing said
Bonds or otherwise existing under this Ordinance.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 1301. Effect of Covenants. All covenants,
stipulations, obligations and agreements of the City, the Board and
the Department contained in this Ordinance shall be deemed to be
covenants, stipulations, obligations and agreements of the City,
the Board and the Department to the full extent authorized or
permitted by law, and all such covenants, stipulations, obligations
and agreements shall bind or inure to the benefit of the successor
or successors thereof from time to time and any officer, board,
body or commission to whom or to which any power or duty affecting
such covenants, stipulations, obligations and agreements is
transferred by or in accordance with law.
Except as otherwise provided .,in this Ordinance, all
rights, powers and privileges conferred and duties and liabilities
imposed upon the City, the Board and the Department or by the
provisions of this Ordinance shall be exercised or performed by the
City Commission or the Board, or the Department or by such other
officer, 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, agent or employee of the City
Commission or the Board in his individual capacity, and neither the
members of the City Commission or the Board nor any official
executing the Bonds shall be liable personally on the Bonds or be
subject to any personal liability or accountability by reason of
the issuance thereof.
Section 1302. 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 Board or the Trustee 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:
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to the City, if addressed to the City Clerk of the
City of Miami, Miami, Florida;
to the Department, the Director or the Chief
Financial Officer, if addressed to Department of Off -
Street Parking of the City of Miami, Miami, Florida;
to the Trustee, if addressed to the Trustee at the
address set forth in the resolution provided for in
Section 208 hereof.
Any such notice, demand or request may also be
transmitted to the appropriate above -mentioned party by telegraph,
telephone or facsimile and shall be deemed to be properly given or
made at the time of such transmission. Such transmission of notice
shall be confirmed in writing not later than one Business Day
following such transmission and sent as specified above.
Any of such addresses 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 Director, the Chief
Financial Officer, the City Clerk, and the Board under the
provisions of this Ordinance, or photographic copies thereof, shall
be retained in their possession, subject at all reasonable times to
the inspection of the City, any Holder, and the agents and
representatives thereof.
Section 1303. Successorshi_p of Paying Agent and Bond
Registrar. Any bank or trust company with or into which a Paying
Agent or Bond Registrar may be merged or consolidated, or to which
the assets and business or corporate trust business of such Paying
Agent or Bond Registrar may be sold, shall be deemed the successor
of such Paying Agent or Bond Registrar for the purposes of this
Ordinance. If the position of a Paying Agent becomes vacant for
any reason, the Board, within 30 days thereafter, shall appoint a
bank or trust company as Paying Agent or Bond Registrar, as the
case may be, to fill such vacancy and shall publish notice of such
appointment at the times and in the places as set forth in Section
914 hereof.
Section 1304. Successorship of City Officers. In the
event that the office of any officer or official of the City, the
Board or the Department who is vested with responsibility under
this Ordinance is abolished or any two or more offices are merged
or consolidated, or in the event of a vacancy in any such office by
reason of death, resignation, removal from office or otherwise, or
in the event any such officer or official becomes incapable of
performing the duties of his office by reason of sickness, absence
from the City or otherwise, all powers conferred and all
obligations and duties imposed upon such officer or official shall
be performed by the officer or official succeeding to the principal
functions thereof or by the officer or official upon whom such
powers, obligations and duties are imposed by law.
Section 1305. Inconsistent Ordinances. All ordinances
and parts thereof that are inconsistent with any of the provisions
of this Ordinance are hereby declared to be inapplicable to the
provisions of this Ordinance.
Section 1306. Headings Not Part of Ordinance_. Any
headings preceding the texts of the several Articles and Sections
hereof, table of contents, marginal notes, or footnotes appended to
copies hereof shall be solely for convenience of reference and
shall not constitute a part of this Ordinance or affect its
meaning, construction or effect.
Section 1307. City, the Board Department. Trustee and
Bondholders Alone Have Rights Under Ordinance. Except as otherwise
expressly provided herein, nothing in this Ordinance, expressed or
implied, is intended or shall be construed to confer upon any
person, firm or corporation, other than the City, the Board, the
Department, the Trustee, and the Holders of Bonds issued under and
secured by this Ordinance, any right, remedy or claim, legal or
equitable, under or by reason of this Ordinance. This Ordinance is
intended to be for the sole and exclusive benefit of the City, the
Board, the Department, the Trustee and the Holders.
Section 1308. Effect of Partial Invalidity. If any one
or more of the provisions of this Ordinance or of any Bonds or
coupons issued hereunder is held to be illegal or invalid; such
illegality or invalidity shall not affect any other provision of
this Ordinance or of the Bonds, and this Ordinance and the Bonds
shall be construed and enforced as if such illegal or invalid
provision had not been contained herein or therein.
Section 1309. State Law Governs. The Bonds are issued
and this Ordinance is adopted with the intent that the laws of the
State shall govern their construction.
Section 1310. Repeal of Ordinance 10115. Upon
defeasance of the lien of the 1992 Bonds and the 1993 Bonds in
accordance with the requirements of Section 1201 thereof, Ordinance
No. 10115 shall be deemed to have been repealed.
Section 1311. Notice. The City Clerk shall cause to be
published once, in a newspaper published in the City, a notice in
substantially the following form:
NOTICE
NOTICE IS HEREBY GIVEN that Ordinance No.
entitled as follows:
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AN EMERGENCY ORDINANCE OF THE CITY OF MIAMI, FLORIDA
AUTHORIZING THE ISSUANCE OF PARKING SYSTEM REVENUE BONDS
OF THE CITY OF MIAMI, FLORIDA, INCLUDING THE ISSUANCE OF
AN INITIAL SERIES OF BONDS IN AN AGGREGATE PRINCIPAL
AMOUNT NOT EXCEEDING $14,500,000 FOR THE PURPOSE OF
REFUNDING THE OUTSTANDING PARKING SYSTEM REVENUE BONDS,
SERIES 1992A OF THE CITY AND PAYING THE COSTS OF THE
ACQUISITION AND CONSTRUCTION OF PUBLIC PARKING FACILITIES
WITHIN THE CORPORATE LIMITS OF THE CITY OF MIAMI;
AUTHORIZING THE USE OF DEPARTMENT FUNDS TO DEFEASE THE
OUTSTANDING PARKING SYSTEM REVENUE REFUNDING BONDS,
SERIES 1993A; PROVIDING FOR THE PAYMENT OF SUCH BONDS AND
THE INTEREST THEREON FROM CERTAIN REVENUES DERIVED BY THE
DEPARTMENT OF OFF-STREET PARKING OF THE CITY FROM ITS
PARKING SYSTEM AND OTHER AMOUNTS AS PROVIDED HEREIN;
AUTHORIZING OTHER CLASSES OF INDEBTEDNESS TO BE SECURED
AS HEREIN PROVIDED; SETTING FORTH THE RIGHTS AND REMEDIES
OF THE HOLDERS OF SUCH BONDS; MAKING CERTAIN COVENANTS
AND AGREEMENTS IN CONNECTION THEREWITH; AND PROVIDING AN
EFFECTIVE DATE.
was duly adopted by the City Commission of the City of
Miami, Florida, on the day of
1998.
Any action or proceeding to contest the validity of
said ordinance or any of its provisions must be commenced
within thirty (30) days after the publication of this
notice. After the expiration -of such period of
limitation, no right of action or defense founded upon
the invalidity of said ordinance or any of its provisions
shall be asserted, nor shall the validity of said
ordinance or any of its provisions be open to question in
any court upon any ground whatever, except in an action
or proceeding commenced within such periods.
By order of the City Commission of the City of
Miami, Florida.
City Clerk
Section 1312. Posting. A copy of this Ordinance shall
be posted by the City Clerk at the door of the Miami -Dade County
Courthouse at the place provided for notices within five (5) days
after the passage and adoption hereof.
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PASSED AND 'ENACTED ON FIRST AND ONLY READING BY TITLE
ONLY this 14th day of August , 1998.
ATTEST:
CITY CLERK
LAK-149494.7:733
27387-104
MAYOR, JOE CAROLLO
1n accuruanctl WIL11 M1011u vuue Sec. 2-31), since the mayor did not indicate approval Of
this legislation by signing it in the designated place provided, said legislation now
becomes effective with the elapse of ten (10) days rom the date of Commission action
regarding same, without the Maypr exer isin a o. �� I
VV er J. _ o an, City Clerk
1169,
0
MIAMI DAILY BUSINESS REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Dade County, Florida.
STATE OF FLORIDA
COUNTY OF DADE:
Before the undersigned authority personally appeared
Octelma V. Ferbeyre, who on oath says that she is the
Supervisor, Legal Notices of the Miami Daily Business
Review f/k/a Miami Review, a daily (except Saturday, Sunday
and Legal Holidays) newspaper, published at Miami in Dade
County, Florida; that the attached copy of advertisement,
being a Legal Advertisement of Notice in the matter of
CITY OF MIAMI
ORDINANCE NO. 11693
XXXXX
inthe................................................................................ Court,
was &jisbt ¢Oin saidASpaper in the issues of
Affiant further says that the said Miami Daily Business
Review is a newspaper published at Miami in said Dade
County, Florida, and that the said newspaper has heretofore
been continuously published in said Dade County, Florida,
each day (except Saturday, Sunday and Legal Holidays) and
has been entered as second class mail matter at the post
office-ia Miami in said Dade County, Florida, for a period of
one year next preceding the first publication of the attached
copy of.advertisement; and affiant says that she has
neither pai nor promised a r on, fi or corporation
any discAnt, rebate, co sio r refun for the purpose
of se rind -this adve eiren or publi tion in the said
25 //^ Sw r and dub cri d e re me this$
dayn ..................�.... ........ A.D. 19...... y
.................. i. i,tK a,i . .. ...... .......:............w
(SEAL) ., Vown
py AU OF CIAL NOTARY SEAL
Octelma V. Ferbeyre perso e.JANETT LLERENA
climmselom NuffiaR
C-CS66004
QF F<OANY U EI ON EXPIRES
c;
m m
-< n r
+ti
I� CITY OF MIAMI, FLORIDA'^P�
LEGAL NOTICE
1, All interested persons will take notice that on the 14th day of August 1
1998 the City Commission of *Miami, Florida adopted the following ti-
tied'ordinances:
ORDINANCE
f AN EMERGENCY ORDINANCE TY OF MIAMI,
j FLORIDA AUTHORIZING THE ISSUANCE OF PARKING
SYSTEM REVENUE BONDS OF _THE CITY OF MIAMI, .
4 FLORIDA; INCLUDING THE ISSUANCE.:OF AN INITIAL
SERIES -OF BONDS IN AN AGGREGATE PRINCIPAL
AMOUNT NOT- EXCEEDING $14,500,000 .FOR THE
PURPOSE OF REFUNDING'THE OUTSTANDING PARKING
SYSTEM REVENUE BONDS, SERIES 1992A OF -THE CITY
( AND PAYING THE COSTS OF THE ACQUISITION AND
11 CONSTRUCTION OF •PUBLIC', PARKING FACILITIES
WITHIN THE CORPORATE' LIMITS OF THE. CITY OF
MIAMI; AUTHORIZING THE USE OF DEPARTMENT.
FUNDS TO DEFEASE THE OUTSTANDING. PARKING SYS-
TEM REVENUE REFUNDING BONDS, SERIES 1993A;
PROVIDING -FOR THE PAYMENT OF SUCH BONDS AND
THE INTEREST' THEREIN FROM CERTAIN REVENUES
DERIVED BY THEE DEPARTMENT OF OFF-STREET,
I PARKING OF THE CITY FROM ITS PARKING SYSTEM
i- AND OTHER AMOUNTS AS PROVIDED HEREIN;
AUTHORIZING OTHER CLASSES OF. INDEBTEDNESS TO
BE SECURED AS HEREIN PROVIDED; SETTING FORTH
THE RIGHTS AND, REMEDIES OF THE HOLDERS OF
i' - SUCH BONDS; MAKING: CERTAIN COVENANTS AND
i- AGREEMENTS IN. CONNECTION THEREWITH; PROVID=
'INGFOR THE REPEAL OF ORDINANCE NO. -10115; AND
�. PROVIDING .AN -EFFECTIVE DATE. ORDINANCE NO. NO. 11694
'AN EMERGENCY ORDINANCE AMENDING' SECTION .22-
+. 12 OF THE-CODE'OF THE CITY OF MIAMI, FLORIDA, AS
AMENDED, THEREBY'INCREASING THE 'ANNUAL SOLID 1
WASTE. FEE AS SET FORTH HEREIN; :CONTAINING A
REPEALER PROVISION AND A SEVERABILITY CLAUSE; I
f PROVIDING FOR AN EFFECTIVE DATE.
Said ordinances may. be .inspected by the public at the Office of the
-City Clerk,-3500 Pan Arrmerican Drive, Miami; Florida, Monday through
Friday, excluding holidays 6etween'the`hours 'of 8'a.m and 5.p m
I
WALTER U. FOEMAN , CITY CLERK 1
* ��ie 9i. 1Y - •
g/2 5' -�'' p 98-4-082551M
9
r_1
L_-A
MIAMI DAILY BUSINESS REVIEW
Published Daily except Saturday, Sunday and
Legal Holidays
Miami, Dade County, Florida.
STATE OF FLORIDA
COUNTY OF DADE:
Before the undersigned authority personally appeared
Octelma V. Ferbeyre, who on oath says that she is the
Supervisor, Legal Notices of the Miami Daily Business
Review flk/a Miami Review, a daily (except Saturday, Sunday
and Legal Holidays) newspaper, published at Miami in Dade
County, Florida; that the attached copy of advertisement,
being a Legal Advertisement of Notice in the matter of
CITY OF MIAMI
ORDINANCE NO. 11693
XXXXX
inthe................................................................................ Court,
wgggpblist}ed in sa "vffpaper in the issues of
Affiant further says that the said Miami Daily Business
Review is a newspaper published at Miami in said Dade
County, Florida, and that the said newspaper has heretofore
been continuously published in said Dade County, Florida,
each day (except Saturday, Sunday and Legal Holidays) and
has been entered as second class mail matter at the post
office in Miami in said Dade County Florida, for a period of
one year next preceding the first publication of the attached
copy of.advertisement; and affiant further says that she has
neither paid or promised any or corporation
any disc t, rebate, com - r refun for the purpose
of sec mg this ative a nt r public lion in the said
newpoappf. I
24 ST!g tQ Uddg8ssc iibed before me thin.er
........day of............................................................. A.D. 19......
..... c.,,...� ..................
(SEAL) OFFiCtAL NOTARY SEAL
1��y Poe CHERYL H MARMER
Octelma V. F ywatlt75aQly knavaWfsltgN NUMBER
ai, Q CC545384
My COMMSS1014 EXPIPES
OF FAO APR. 12,2000
.0
r
CD
0.
CITY OF MIAMI, FLORIDA I Uj , _ '
LEGAL -NOTICE
NOTICE IS HEREBY GIVEN that Ordinance-' N 16 titled as l
follows: -
{ =AN EMERGENCY O DINANCE_ OF THE CITY:OF MIAMI �
FLORIDA AUTHORIZING THE ISSUANCE .OFtpARKING •-
SYSTEM .REVENUE BONDS • OF THE- CITY OF MIAMI,
FLORIDA, INCLUDING THE ISSUANCE OP -AN_ INITIAL-`,
SERIES OF BONDS IN AN -AGGREGATE PRINCIPAL
AMOUNT- NOT ` EXCEEDING• '$14;500,000 1 FOR' -THE.-
PURPOSE OF -REFUNDING THE OUTSTANDING PARKING
;SYSTEM REVENUE BONDS, *SERIES 1992A OF THE.CITY. ==
I `.AND -PAYING THE -COSTS OF`'THE�-ACQUISITION AND
i .:CONSTRUCTION -OF ..-PUBLIC -PARKING FACILITIES- : �)
WITHIN THE CORPORATE LIMITS OF THE - CITY OF'
MIAMI;` AUTHORIZING THE USE • OF DEPARTMENT
iFUNDS•TO DEFEASE THE OUTSTANDING PARKING SYS
TEM -REVENUE-s REFUNDING BONDS; -SERIES 1993A; -
PROVIDING: FOR.THEPAYMENT-OF SUCH BONDS AND
THE INTEREST THEREIN FROM CERTAIN REVENUES
DERIVED ,BY THE DEPARTMENT OF OFF-STREET j
' PARKING OF THE CITY+ FROM ITS PARKING SYSTEM
AND ,OTHER 'AMOUNTS ; AS PROVIDED HEREIN
AUTHORIZING'OTHER:CLASSES OF INDEBTEDNESS TO
BE SECURED AS HEREIN`OROVIDED; SETTING FORTH -
THE RIGHTS AND REMEDIES OF THE -HOLDERS OF
SUCH -BONDS; MAKING -CERTAIN COVENANTS -'AND,
AGREEMENTS IN CONNECTION THEREWITH.
PROVIDING FOR THE REPEAL OF ORDINANCE NO. .I
,'1�AND PROVIDIN6ANEFFECTIVE DATE.4.
was duly adopted by=the. City- Commission" of the -City of Miami,
.Florida; on the 14th'day of August, 1998 ,
Any; action or proceeding to contest the validity of said ordinance _or
,,any of its provisions: must_ be. commenced within thirty (30),da'ys after
lithe publication of this notice. 'After the expiration of such period of
)';limitation, no right oVaction or defense founded upon the -invalidity of
I said•ordinance or any of its provisions -shall be asserted, nor shall the
I validity of said ordinance or any of.its`provisions.be open ,to question 'in-
`rany court upon any ground whatever, except ;in an action or proceed-
ing commenced within such periods.
By'order of the City Commission of. the City:of Miami, Fiori.d ,
oR
WALTEA J. FOEMAN::
(#5153)
�9124