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HomeMy WebLinkAboutO-10115J-•86-503 ORDINANCE NO. AN ORDINANCE 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 AGGRE- GATE PRINCIPAL AMOUNT NOT EXCEEDING $18,000,000 FOR THE PURPOSE OF PAYING AT THEIR RESPECTIVE MATURITIES OR REDEEMING THE OUTSTANDING PARKING SYSTEM REVENUE BONDS OF THE CITY ISSUED PURSUANT TO ORDINANCE NO. 9618, ADOPTED ON MAY 31, 1983; PROVIDING FOR THE PAYMENT OF SUCH BONDS AND THE INTEREST THEREON FROM NET REVENUES DERIVED BY THE DEPARTMENT FROM ITS PARKING SYSTEM AND CERTAIN INVESTMENT INCOME; 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 GATE. WHEREAS, the City of Miami, Florida (the "City") is autho- rized pursuant to the Constitution and laws of the State or Florida, including particularly Chapter 166, Florida Statutes, to issue parking system revenue bonds, to refund such bonds and to pledge to the payment thereof the revenues derived by the City from its ownership and operation of its Parking System (herein- after defined); and WHEREAS, the City Commission of The City of Miami (the "City Commission") on May 31, 1983 duly passed and adopted Ordinance No. 9618 (the "1983 Bond Ordinance"); and WHEREAS, the City has heretofore issued pursuant to the provisions of the 1983 Bond Ordinance its $13,860,000 Parking System Revenue Bonds (Series 1983) (the "Refunded Bonds"); and WHEREAS, the Commission has determined and does hereby deter- mine that it is necessary and in the best interests of the resi- dents and inhabitants of the City at this time to pay at their respective maturities or to. redeem at selected redemption dates the Refunded Bonds including the interest to accrue to such maturities and redemption dates and any redemption premiums for the purposes of (a) adopting an ordinance to replace the 1983 Bond Ordinance that will better enable the financing of future capital requirements of the Department of Off -Street Parking, as such requirements may be defined from time to time pursuant to law, and (b) effecting debt service savings; and WHEREAS, the Commission has determined to provide for the issuance at this time of revenue bonds of the City in the aggre- gate principal amount of not exceeding EIGHTEEN MILLION DOLLARS ($18,000,000) and designated Parking System Revenue Bonds (Series 1986) (the "Series 1986 Bonds"), for the purpose of providing funds, together with any other available funds, for paying at their maturities or redeeming the Refunded Bonds, such Series 1986 Bonds to be secured by a pledge of the Net Revenues (as herein- after defined) of the Barking System, together with certain investment income more fully described herein, subject, however, in all respects to the rights of the City to issue additional revenue bonds which will enjoy a parity pledge of the Net Revenues and certain investment income; NOW, THEREFORE, BE IT ORDAINED BY THE COM1ISSION OF THE CITY OF MIAMI, FLORIDA: ARTICLE I DEFINITIONS Section 101. Meanin and Words and Terms. In addition to words or terms else;here 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 Accreted Value with respect to any Capital Appreciation Bonds. If such date of calculation 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. "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 enlarge- ments of and improvements and additions to any existing or future buildings and structures that constitute 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 0--;^ance. "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" 3 1 011 5 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 deemed to be Outstanding. "Board" means the Off -Street Parking Board created by the City Charter. "Bond" or "Bonds" means the Series 1986 Bonds and any Addi- tional Bonds. "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 holder or 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 desig- nated to act as Trustee . "Capital Appreciation Bonds" shall mean those Bonds as to which interest is compounded periodically on each of the appli- cable periodic dates designated for compounding and payable in an amount equal to the then current Accreted Value only at the matur- ity, earlier redemption or other payment date, all as so desig- nated 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, improve- ment, enlargement, renewal, or replacement of the Parking System, whether the same are to be commenced, continued, or completed during such Fiscal Year or thereafter. 2 r0ar5 "Certificated Bonds" means any Bond which is represented by an instrument. "Chairman" means the Chairman of the Board or the officer succeeding to his principal functions. "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" or "Issuer" means The City of Miami, Florida, a muni- cipal corporation in Dade County, Florida. "City Attorney" means the City Attorney of the City or the officer succeeding to his principal functions. "City Clerk" means the City Clerk of the City or the officer succeeding to his principal functions. "City Commission" means the Commission of the City of Miami 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 any Additional System Facilities financ- ed 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 Dade County, Florida, a political subdivision of the -State. "Current Expenses" means the current expenses of the Board and the Department for the operation, maintenance, and 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, sala- ries, 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, engineering expenses relating to the operation, maintenance, or repair of the Parking System, fees and expenses of the Trustee and the Paying Agents, 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 5 1 01.1 5 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 govern- mental 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 City Charter or the department, board or body succeeding to such Department by whatever name at the time given to such Department by the City Charter and having juris- diction over or control of the Parking System. "Department Attorney" means the attorney or firm of attorneys engaged by the Department to perform the duties of the Department Attorney under this Ordinance. "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. "Designated Maturity Obligations" shall mean all of'the Term Bonds of a Series or a particular maturity thereof, so designated by Series Ordinance, for which no Sinking Fund Requirements have been established. "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 ..of the Board 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 1986 Bonds 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. Ii 1 01 .1 5 "Financial Journal" means a financial news journal regularly published in the English language on at least five days in each week and distributed in the Borough of Manhattan, City and State of New York. "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 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 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 par- ticular 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 Appre- ciation and Income Bonds shall be payable on the dates specified in such Series Ordinance. "Interest Payment Date" means the interest payment dates applicable to a Series of Bonds as specified in the Series Ordinance with respect to such Series of Bonds. 7 10115 "Interim Indebtedness" means indebtedness of the City or the Board 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 or the Board, 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. "Operations and Maintenance Requirement" means as of the date of determination 1/6 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 supple- mental ordinances and Series Ordinance enacted by the City. "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 when such Bonds are to be paid or redeemed the Redemption Price of and the interest accruing to such date on the Bonds to be paid or redeemed, have been deposited with the Trustee or the Paying Agents 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 N. 1 0! 15 6 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 the real property and parking garages and off-street parking facilities presently owned and operated by the Board; the on -street parking meters installed at any time at or near the curbs of the streets within the jurisdiction of the Department ( subject to removal or relocation as provided in Sec- tion 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 Fund" means the fund created and designated the Miami Parking System Fund by Section 501 of this Ordinance. "Paying Agents" 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 all Term Bonds then Outstanding for such Fiscal Year. For purpose of calculating Principal and Interest Require- ments with respect to Designated Maturity Obligations, the unamortized principal coming due on the final maturity date thereof shall not be included and in lieu thereof there shall be added to Principal and Interest Requirements for the year in which such final maturity occurs and to each year thereafter through the 25th anniversary of the final maturity of such Designated Maturity Obligation (the "Reamortization Period") the amount of substan- tially. level principal and interest payments (using the same interest rate actually applicable to such unamortized Bonds before maturity) that if paid in each year during the Reamortization _ Period would be sufficient to pay in full the unamortized portion of such Designated Maturity Obligations by such anniversary (the "Amortization Payment") ; provided, however, for the current year interest coming due on such Designated Maturity Obligations shall be deducted from the Amortization Payment. 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 (1 10%) 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 Variable Rate Bonds were not out- standing for a full twelve months ending with the month immedi- ately 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 the Net Revenues hereunder on such date of tender. "Proceeds Account" means the account in the Construction Fund to be created and so designated by Section 404 of this Ordinance. "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. "Refunded Bonds" means the remaining bonds outstanding of the City's $13,860,000 Parking System Revenue Bonds (Series 1983) . "Renewal and Replacement Account" means the account in the 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 $1 50, 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 Requirement" means the lesser of ( i ) the maximum Principal and Interest Requirements on account of the Bonds in the current or any subsequent Fiscal Year or (ii) 125% of the Average Annual Principal and Interest Requirements. "Revenue Account" means the account in the Parking System Fund created and so designated by Section 501 of this 0 -4nance. "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 Parking System and all income earned from the ownership and rental of the Parking System and properties financed by Subordi- nated Debt and by Interim Indebtedness, (b) income received by the 10 Department under any agreement to manage or operate facilities on behalf of any person, (c) any proceeds of business interruption insurance, and (d) to the extent permissable under the laws of the State and to the extent approved by subsequent ordinance of the City, the proceeds of any tickets and fines levied for the use of the Parking System, and (e) 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 the Parking System; (iii) income from the operation of any facilities to which refer- ence 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 connec- tion 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 1986 Bonds" means the bonds of the City authorized to be issued under Section 208 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, including the resolution of the City Com- mission referred to in Section 208 hereof prior to the issuance of the Series 1986 Bonds. The Series Ordinance shall (a) determine 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 there- for, the redemption provisions relating thereto, and the Paying Agents therefor, (b) designate which Bonds are Serial Bonds, Term Bonds, Capital Appreciation Bonds, Capital Appreciation and Income Bonds, Option Bonds and/or Designated Maturity Obligations, (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 ) 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 11 1 011 5 accounts payable and accrued liabilities relating to Current Expenses. "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 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 upon 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'Require- ment, 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 principalamount 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 certifi- cate 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 subse- quent Fiscal Years for the Term Bonds Outstanding of each Series. 12 1. oil 5 0. 0 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 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 autho- rized 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. "Term Bonds" means the Bonds of any Series that are desig- nated 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 regis- tered as to principal and interest and which are not represented by an instrument. "Variable Rate Bonds" means obligations issued with a vari- able, adjustable, convertible or other similar rate which is not ` fixed in percentage at the date of issue for the entire term thereof. "1983 Bond Ordinance" means Ordinance No. 9618, adopted by the City Commission on May 31, 1983. 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 connec- tion with the amounts on deposit in or to be deposited in any Fund or Account created hereunder, the word "money" shall include Investment Obligations. 13 10115 ARTICLE II DETAILS OF BONDS Section 201. Limitation on Issuance of Bonds. No Bonds may be issued under this Or inance except in accordance with the pro- visions of this Article. All covenants, agreements and provisions of thA-.s Ordinance shall be for the equal benefit and security of all present and future Bondholders without preference, priority or distinction as to lien or otherwise, except as otherwise herein- after 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 consecutively 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 Capi- tal 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 dis- counts 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 Desig- nated Maturity Obligations 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 authenti- cation 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 deter- mined by reference to the Accreted Value. The Capital Apprecia- tion 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 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. 14 1 01 1 t5 Except as otherwise provided by Series Ordinance, the princi- pal of and the interest on the Bonds shall be payable in any coin or currency of the United States of America which on the respec- tive dates of payment thereof is legal tender for the payment of public and private debts. The principal of the Bonds, except with respect to the Capital Appreciation Bonds and the Capital Appreci- aticn 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 regis- tration books of the City hereinafter provided for as the regis- tered 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 the 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 offi- cers 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: 15 i 01 1 .� 0 No. [ Form of Bonds] UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF DADE THE CITY OF MIAMI PARKING SYSTEM REVENUE BOND SERIES MATURITY DATE: INTEREST RATE: DATED DATE: CUSIP Registered Owner: Principal Amount: The City of Miami (the "City"), a municipal corporation in the County of 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 thereafter on and in each year commencing , 'from the interest payment date next preceding the ate 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 rom r ; provided, however, that if at the time of aut entication, 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 •Lhe 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 num eer,7interest rate, stated maturity, and redemp- tion. The City will use the proceeds of the Series _ Bonds to [ Insert Uses] . 16 1 011 5 The Series Bonds are issued under an ordinance duly adopt- ed by the City Commission of the City on ­ t 1986 (said ordinance► together with all supplements 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 unde- fined 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 ot, and payable solely from, Net Revenues, the City' s rights to receive Net Revenues, and the money and Investment Obli- gations 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 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 consti- tute a charge, lien, or encumbrance, legal or equitable, upon any property of the City. Reference is made to the Ordinance for a more complete state- ment 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 Chapter 166, Florida Statutes. 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 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 trans- fer of this Bond shall pay any tax or other governmental charge 17 required to be paid with respect thereto and any charge for ship- ping 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 pre- ceding 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 with- out 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 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 Ordi- nance. 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 outstand- ing 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 out- standing under the Ordinance and will cease to be entitled to 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 irrevo- cable instructions to pay this Bond on one or more specified dates 18 1 Oil 5 or to call the same for redemption at the earliest redemption date have been given to the Trustee and money or Government Obliga- tions, 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 suffi- cient 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, Designated Maturity Obliga- tions 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. 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. 19 1Oil 5 1 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 its official seal to be imprinted hereon, all as of the day of r 19 (SEAL) 20 mayor City C er 1Oil 5 CERTIFICATE OF AUTHENTICATION This Bond is a Bond of the Series designated therein and issued under the provisions of the within -mentioned Ordinance. Date of authentication: Trustee By Authorized Signatory ASSIGNMENT AND TRANSFER For value received the undersigned hereby sells, assigns and transfers unto (Please insert Social Security or other in enti yang number o transferree) the attached Bond of the City of Miami, Florida, and does he y constitute and appoint , attorney, to transfer the said Bond on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed by [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] 21 0 1 1 5 Section 204. Exchange -of Bonds• Any Bonds, upon surrender thereof at the principal corporate trust office of the Bond Regis- trar, 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. The City shall make provision for the exchange of Bonds at the principal office of the Trustee. Section 205. Negotiability, Registration, and Registration of Transfer of Bonds. The Trustee is ere y 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 deli- ver, 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, but no other charge shall be made to any Bondholder for the privilege of exchanging or regis- tering the transfer of Bonds under the provisions of this Resolu- tion. Section 206. ownership of Bonds. The person in whose name any Bond is registe7ed shall be deemed and regarded as the ab so- lute 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 representa- tive. All such payments shall be valid and effectual to satisfy 22 IO1l 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 Ordi- nance. The Trustee's certificate of authentication on any Bond shall be deemed to have been duly executed if signed by an autho- rized 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 Series 1986 Bonds. There shall be initially issued under and secured by this Or finance the Series 1986 Bonds of the City in an aggregate principal amount not exceeding EIGHTEEN MILLION DOLLARS ($18,000,000) 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 Refunded Bonds. Before the Series 1986 Bonds are issued under this Section, the City Commission shall adopt a resolution fixing the amount and the details of such Series 1986 Bonds. The Series 1986 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 Agents, shall bear interest, and shall have such Sinking Fund Requirements and redemption pro- visions, all as are then permitted by law and as are provided in such resolution. Such Bonds shall be executed in substantially the form hereinabove set forth, with such changes as may be neces- sary or appropriate to conform to the provisions of such resolu- tion. The Series 1986 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 23 10115 -resolution shall also authorize the execution of the Escrow Depos- it Agreement, provide for the disposition of moneys held by the trustee under the 1983 Bond Ordinance and any other depositary, award the Bonds and direct the authentication and delivery of said Bonds to or upon the order of the purchasers named in said resolu- tion upon payment of the purchase price therein set forth, plus the accrued interest on the Bonds; (c) an executed counterpart of the Escrow Deposit Agreement; (d) a copy, certified by the City Clerk, to be a true and correct copy of the resolution of the City Commission calling the Refunded Bonds to be redeemed at selected redemption dates; and ( e) an opinion of the City Attorney and the Department Attorney stating that the signers are of the opinion that the issuance of the Series 1986 Bonds has been duly authorized and that all conditions precedent to the delivery of such Bonds have been fulfilled. When the documents described in paragraphs (a) through (e) of this Section have been filed with the Trustee and when the Bonds have been executed and authenticated as required by this Ordi- nance, the Trustee shall deliver said 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 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 Series 1986 Bonds, together with any other funds made avail- able by the City or the Department, shall be applied by the Trustee as follows: (1) the amount received as accrued interest on the Series 1986 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 special account appropriately designated and applied to the payment of the expenses of issuing the Series 1986 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 Series 1986 Bonds; (3) an amount equal to the Reserve Requirement on the Series 1986 Bonds shall be deposited to the credit of the Reserve Account; and 24 1 0115 16� (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 Bonds to be paid and redeemed, together with interest to become due on such Outstanding 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. Any moneys in the account mentioned in (2) in excess of the requirements of such account shall be transferred to the credit of the General Reserve Account. Simultaneously with the delivery of the Series 1986 Bonds, the Trustee shall cause the moneys in the several funds and accounts held under the 1983 Bond Ordinance by arrangement with the respective trustees and other holders of such moneys to be transferred in such manner as provided in the Series Ordinance mentioned in (b) above. 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 municipal bond insur- ance covering such amount, by a letter of credit or any combina- tion thereof. Section 209. Additional Bonds for Additional System Facili- ties. One or more Series of AdditionalBon s may be issue -u-n-cTer a' n�—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 certain expenses incurred in connection with the issuance of the Additional Bonds. Before any Additional Bonds shall be issued under this Sec- tion, the City Commission shall adopt a Series Ordinance authoriz- ing the issuance of such Additional Bonds, fixing 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 Agents, shall bear interest, and shall have such Sinking Fund 25 Requirements and redemption provisions, all as then permitted by law and as provided in the Series Ordinance authorizing the issu- _ ance 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 inter- est, 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 bene- fit and security of this Ordinance as all other Bonds issued under this Ordinance. Such Bonds shall be deposited with the Trustee for authenti- cation 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 Ordi- nance shall also award the Additional Bonds and direct the deli- very of such Additional Bonds to or upon the order of the purchas- ers 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 pro- visions 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 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 Require- ments for the most recent Fiscal Year for which audited financial statements were filed under the provisions of Section 707 of this Ordinance; and 26 10115 M n (4) the amount of the maximum Principal and Interest Requirements for any Fiscal Year thereafter including 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 (2) the estimated date upon which such Additional System Facilities are to be placed in use and operation; (d) a statement 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 succeed- ing 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 continu- ing under the Ordinance; (f) an opinion of the City Attorney and the Department 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 appro- vals, consents, authorizations, certifications, and other orders that are necessary for the _acquisition and construction of the Additional System Facilities and that if further approvals, con- sents, authorizations, certifications, or orders are necessary for the acquisition and construction of the Additional System Facili- ties, such City Attorney and such Department Attorney have 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, (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 27 1 0115 Ci (g) an opinion of bond counsel of suitable reputation and experience 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 Addi- tional 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 matters stated therein but shall not deliver the Additional Bonds unless (1) the proceeds (excluding accrued interest) of such Addi- tional 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 Facili- ties 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 125% of the amount shown in (b) (3) above, and ( 3) the amount shown in (d) (2) above is not less than 1 25% 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 the Department, 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 accru- ing on the Additional Bonds as specified in the Series Ordinance relating hereto, and (e) pay certain expenses incurred in connec- tion 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 28 0115 11 4 authorizing the issuance of such Additional Bonds, fixing the amount and the details thereof, and determining that it is desir- able 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 Agents, shall bear interest, and shall have such Sinking Fund Requirements and redemption provisions, all as then permitted by law and as provid- ed in 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 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 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 statement, 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 and the Department 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 29 ol P 'the Additional System Facilities been obtained as of the date of su approvals consents, authorizations, necessary for the acquisition and System Facilities such City Attorn have no reason to believe that the be able to obtain the same when req Series Ordinance, and all other or d 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 Pur oses. Addi- tional Bonds may be issuedunder -and se- cured y t is Or finance, 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 the amount and details thereof, and describing the Bonds to be refund- ed, 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 (sub- ject to the right of prior redemption as hereinafter set forth) on such date in such year or years, shall have such Paying Agents, shall bear interest, and shall have such Sinking Fund Requirements and redemption provisions, all as then permitted by law and as 30 01 15 . 11 0 provided in the Series Ordinance authorizing the issuance of such Additional Bonds. Except as to any differences in the rate or rates of inter- est, 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 bene- fits and security under this Ordinance as all other then Outstand- ing Bonds issued under this OrdinanrP 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 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) an opinion of the City Attorney and the D6partment 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, (i i) 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; (d) an opinion of bond counsel of suitable reputation and experience to the effect that the issuance of such Addi- tional Bonds has been duly authorized and that all legal conditions precedent to the delivery of such Additional Bonds have been fulfilled; and (e) 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 redemp- tion of all of the Bonds to be paid or redeemed. —, When the documents described in paragraphs (a) through (e) of this Section have been filed with the Trustee and when the Addi- tional Bonds have been executed and authenticated as required by 31 0 0 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 matters stated therein, but shall not deliver such Additional Bonds unless in the determination of the Trustee (which determination may be based in whole or in part upon such certificates, opinions and calculations as the Trustee may elect to rely upon) the proceeds (excluding accrued interest) of such Additional Bonds, together with any other money deposited with the Trustee 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 accru- ing 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 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 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 0 inance 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. TemporarX Bonds. Until the definitive Bonds of any Series are ready tor delivery, there may be executed, and upon direction of the City Clerk, the Trustee shall deliver, in 32 01tft.;. 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 mulitple thereof, substantially of the tenor hereinabove set forth as the City Com- mission may provide, and with such appropriate omissions, inser- tions and variations as may be required. The City 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 defini- tive Bond or Ponds 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 bene- fit 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 substi- tution 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. 33 1 0115 i 4 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 at any time or in part on any Interest Payment Date applicable to the Bonds of such Series, at such time and prices, and in such order as may be pro- vided by the Series Ordinance authorizing the issuance of such Bonds . Section 302. Extraordinarx Redemption of all Bonds. The Bonds shall be redeemed as a whole at any time or in part on any Interest Payment Date upon payment of 100% of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemp- tion 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 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 Agents, and (b) to be mailed, postage prepaid, to all Holders of registered Bonds to be 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 Standard and Poor' s Corporation and Moody' s Investors Service, Inc. 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, 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. Section 305. Effect of Calling for Redem tion. Except for a redemption of Bonds in accordance with the Sinking Fund Require- ment therefor, on or before the date upon which Bonds are to be 34 U 11 redeemed in accordance with this Article III the City shall depos- it with the Trustee money or Government Obligations, or a combina- tion 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 Agents 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 redemp- tion 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 unre- deemed 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 Agents in trust for the Holders of such Bonds. Section 306. Redemption of Portion of Registered Bonds. If less than all of an outstanding reg-i"'Stered Bond is se ected for redemption, the registered owner thereof or his legal representa- tive shall present and surrender such Bond to the Trustee 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 author- ized by this Ordinance. 35 0115 Section 307. Use of Government Obligations to Redeem Bonds. For purposes of all Sections M t is Article, Government 0 1g a- tions 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 suffi- cient to pay on such date the Redemption Price of, and the inter- est accruing on, such Bonds or portions to such date. Section 308. Cancellation. Bonds called for redemption shall be canceled upon the surrender thereof. 36 10115 ARTICLE IV CONSTRUCTION FUND Section 401. Construction Fund. A special fund is hereby established and designate the "Miam-T Parking System Construction Fund," and within said Construction Fund there is hereby estab- lished a special account designated the "Additional Facilities Account." 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 the Additional Facilities Account. 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 Additional System Facilities 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. Section 402. Pa ents from Construction Fund. Payment of the Cost of Additional System Facilities shall e made from the Additional Facilities Account. All payments from the Construction Fund shall be subject to the provisions and restrictions set forth in Section 403, and the Department shall not 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 Additional System Facilities. For the purpose of this Ordinance, the Cost ot t e itional System Facilities shall include such costs as are eligible costs within the purview of the law and generally accepted accounting princi- ples, .and, without intending to limit or restrict any proper definition of such Cost, shall include the following: (a) obligations incurred for labor, materials, services provided by contractors, builders, and materialmen in connection with the construction, acquisition, and equipping of the Additional System Facilities, machinery, and equipment, for the restoration of property damaged or destroyed in connection with such construction and acquisi- tion, for the demolition, removal, or relocation of any structures, and for the clearing of lands; (b) interest accruing upon any Bonds prior to the commencement of and during construction or for any additional period as may be authorized by law and provided in the Series Ordinance authorizing the issuance of such Bonds; 37 (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, architec- tural 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 insur- ance 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 any Additional System Facilities 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 Sys- tem Facilities and paid for by the City or the Depart- ment out of the funds other than money in the Construc- tion Fund. Section 404. Proceeds Account. If and when Net Proceeds are received and designated for use in the repair or replacement 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 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. 9T 10115 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 estab- lished three special accounts to be known as the Revenue Account, the Renewal and Replacement 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 Depart- ment 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 appli- cation, 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 receiv- ed 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 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 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; (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 MW 1 0115 ----------------- 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 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 210 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; and (f) to the credit of the General Reserve Account the balance remaining after making the deposits required by paragraphs (a) through (e) of this Section 503. 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 (e) 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 un- less 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. 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 ( 11 0%) 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 calcula- tion. 40 1 01 15 In the event that the period to elapse between Interest Pay- ment Dates will be other than six (6) months, then such monthly payments shall be increased or decreased, as appropriate, in suf- ficient 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 appropri- ate, 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. 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 accord- ance with Section 602 and the amounts then on deposit therein resulting from the application of Bond proceeds or the transfers as hereinafter provided. 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 pursu- ant 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 Redemp- tion 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 100% 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. 41 If the Department fails to make anv 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 preced- ing 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 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 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 Moneyin Princi al Account. Not later than the business day next preceding each October , 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. 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 of 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, the amounts then required to be paid thereto by the Department Pursu- ant to Section 503 hereof and (b) deliver all remaining amounts to 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 preced- ing a principal payment date is insufficient to pay principal becoming due on such payment date, the Trustee shall notify the Director and the Chief Financial Officer of the amount of the deficiency. Upon notification, the Chief Financial Officer immed- iately 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 --Se applied during each Fiscal Year to the retirement, purchase or payment of Term Bonds of each Series then Outstanding as follows: 42 (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 dili- gence. 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 Bonds are to mature or be redeemed by operation of a Sinking Fund Requirement. The aggregate purchase price for Term Bonds of each 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 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 direc- tion 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 are to be paid or redeemed in accordance with a Sinking Fund Requirement the Trustee shall pay or call for redemption in 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 or 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 re- tired by purchase pursuant to clause (a) of this Section or delivered to the Trustee by the Chief Financial Officer dur- ing such Fiscal Year. If the amount available in the Sinking Fund Account on such Sinking Fund Date is not equal to the Sinking Fund Requirement for the Term Bonds of each such 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 to redemption in proportion to the Sinking Fund Requirement for such Fiscal Year for the Term Bonds of each Series then Outstanding. Such redemption shall be made pursuant to the 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 43 011,5 withdraw from the Sinking Fund Account and set aside in a separate account or deposit with the Paying Agents, 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 principal 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 there- from 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 remain- ing 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 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 defi- ciency 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 there- after cause a certificate to be filed with the Trustee not later than the 10th 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. 44 1, 0115 Upon the retirement of any Term Bonds by purchase or redemp- tion 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 requir- ed 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 Series 1986 onds shall be deposited in the Reserve Account on the date of issuance of such Bonds. If Additional Bonds are issued, the Series Ordin- ance 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, the City may provide that the initial deposit and the difference between the amounts on deposit in the Reserve Account and the Reserve Requirement shall be an amount covered by obtaining bond insurance issued by a reputable and recognized municipal bond insurer, by a letter of credit or any combination thereof. The Trustee shall use amounts in the Reserve Account 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 acceleration or in satisfaction of the Sinking Fund Requirement therefor) the Bonds 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 Obliga- tions held in the Reserve Account exceeds the Reserve Requirement, the Trustee shall withdraw an amount equal to such excess there- from 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. Upon notification, the Chief Financial Officer 45 0115 11 U immediately shall deliver cure the same, drawing upon Account and the Renewal and to the Trustee an amount sufficient to funds available in the General Reserve Replacement Account, in that order. Section 508. Application of MoneX in the Renewal and Replacement Account. The Department shall apply money in Me Renewal and R Tac`ement 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 insuffi- cient 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 Accounts by Section 503 hereof or to pay the interest on and the principal of (whether at matur- ity, 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 ,insuffi- cient for such purposes, and (c) the Reserve Account, upon receipt of a request from the Trustee, to the extent necessary to cure a deficiency 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 t e General Reserve Account to make transfers, in the following ordF . to (a) the Revenue Account to the extent necessary to pay Expenses whenever the amount on deposit therein is ins, ,cient for such purpose, (b) the Interest Account, Principal P mount, 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 46 10115 E the extent necessary to Renewal and Replacement deficiency therein. cure a deficiency therein, and (d) the Account to the extent necessary to cure a The Department, at its option, may apply any amounts remain- ing 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, and (5) to pay all or any part of the cost of additions, extensions and improvements to the Parking System. 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 prin- cipal amount of Bonds to be redeemed pursuant to Section 301 of this Ordinance, and shall direct the Trustee to redeem such prin- cipal amount of Bonds on the next ensuing Interest Payment Date if such redemption is in part or on a date not later than 60 days following the date of such notice if such redemption is as a whole. To redeem all of the Bonds, on or before the date upon which notice of redemption is given in accordance with Section 304 here- of, the Department shall deposit with the Trustee money or Govern- ment Obligations, or a combination thereof, in an amount suffi- cient 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 47 o i l e5 ; 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 ex- ceed the Redemption Price that would be payable on the next redemption date to the Holder of such Bond under the provi- sions 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 pur- chase shall be made by the Trustee from money in the Redemp- tion Account within the period of 45 days immediately preced- ing 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 Agents the respective amounts required to pay the Redemption Price of the Bonds or portions thereof so called for redemption. 48 1 01 15 , (c) Money in the Redemption Account shall be applied by the Trustee in each Fiscal Year to the purchase or the re- demption of Bonds of any one or more Series then ;itstanding 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 Require- ments for such Term Bonds in inverse order of the scheduled redemption of 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 Sink- ing 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 pur- chase 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 Trustee shall nation Award _ direction of Insurance and poses: 511. Insurance and Condemnation Award Account. The deposit Net Proceeds into the Insurance and Condem- Account, when and as received by the Trustee. Upon the Department the Trustee shall use money in the Condemnation Award Account for the following pur- 49 1 01 (a) to transfer to the Proceeds Account in the Con- struction 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 -Me-Bond Fund or shall have - received from any other source and set aside or deposited with the Paying Agents for the purpose of paying any of the 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. 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 deli- vered 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 50 there are of continuing lie shall pay all this Ordinance imposed on any ment, by court such balance t law or under or decree. her indentures or other agreements that impose a n on the balances hereinafter mentioned, the Trustee amounts in any Fund or Account then held by it under to the Department. If a continuing lien has been such balance by another ordinance, any other agree - order order or decree, or by law, the Trustee shall pay o such person as is entitled to receive the same by the terms of such ordinance, agreement, court order, Section 515. Securitx for the Bonds. As security for the payment of the Bonds and the interest thereon, the City and the Board 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 Invest- ment Obligations and the investment of such money. It is the intent of the City and the Board that this pledge shall be effec- tive 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 all times 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 bank- ruptcy 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. The aforementioned pledge shall not inhibit the sale or dis- position 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. 51 1 01 15 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 t�Fi'is 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 Deposit- ary 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 Depart- ment 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 pro- visions 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 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. 52 1 01 '11- 5 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 pro- posed investment, the Chief Financial Officer or his designee shall either approve such proposed investment or shall give writ- ten 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 Obliqations 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. For the purpose of determining the amount on deposit in any Fund or Account, Investment Obligations in which money in such Fund or Account is invested, 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 Obliga- tions 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 Invest- ment 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 amortized cost. 53 1.. 0115 All Investment Obligations in all of the Funds and Accounts created hereunder, except the Revenue Account and the General Reserve Account, 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, how- ever, 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 valua- tion, 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. The City, the Board and the Department covenant that so long as any of the Bonds remain Outstanding money on deposit in any Fund or Account maintained in connection with the Bonds, regardless of whether such money was derived from the proceeds of the sale of the Bonds or ,from any other sources, will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, or any successor code thereto, and applicable regulations promulgated from time to time thereunder. The City, the Board and the Department at all times while the Bonds are outstanding will comply with the requirements of the Internal Revenue Code of 1954, as amended, and any valid and applicable rules and regulations promulgated thereunder necessary to maintain the tax exempt status of the interest on the Bonds including the creation of any funds and/or accounts required in that regard. Notwithstanding the foregoing, the covenants set forth above shall not be applicable to any Series of Bonds for which an opinion of nationally recognized bond counsel was not delivered on the date of issuance of such Series of Bonds to the City to the effect that interest on such Series of Bonds on the date of issu- ance thereof is exempt from federal income taxation. 54 1 0115 All Investment Obligations in all of the Funds and Accounts created hereunder, except the Revenue Account and the General Reserve Account, 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, how- ever, 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 valua- tion, 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. The City, the Board and the Department covenant that so long as any of the Bonds remain Outstanding money on deposit in any Fund or Account maintained in connection with the Bonds, regardless of whether such money was derived from the proceeds of the sale of the Bonds or ,from any other sources, will not be used in a manner that would cause the Bonds to be "arbitrage bonds" within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, or any successor code thereto, and applicable regulations promulgated from time to time thereunder. The City, the Board and the Department at all times while the Bonds are outstanding will comply with the requirements of the Internal Revenue Code of 1954, as amended, and any valid and applicable rules and regulations promulgated thereunder necessary to maintain the tax exempt status of the interest on the Bonds including the creation of any funds and/or accounts required in that regard. Notwithstanding the foregoing, the covenants set forth above shall not be applicable to any Series of Bonds for which an opinion of nationally recognized bond counsel was not delivered on the date of issuance of such Series of Bonds to the City to the effect that interest on such Series of Bonds on the date of issu- ance thereof is exempt from federal income taxation. 54 1®1t45 ARTICLE VII GENERAL COVENANTS AND REPRESENTATIONS Section 701. Payment of Princi al, 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 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 Additional System Facilities. The Department shall construct any Additional System Fac i hies for the construction of which Bonds are issued or for which money repayable from the proceeds of Bonds is advanced to the Depart- ment, in accordance with plans approved by a Parking Consultant. Upon the completion of 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 market- able 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 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, 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. 55 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 Board shall fix, charge an co ect 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 appro- priate to produce Revenues in each Fiscal Year at least equal to the sum of ( 1 ) Current Expenses for such period, plus (2) 125% of the Principal and Interest Requirements for such period, plus (3) the amounts required to be deposited in the Reserve Account in such period. ( 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) , and (d) 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. (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 . 56 1 0 1 1 5 Promptly upon its receipt of the recommendations the Department shall transmit copies thereof to the City Commission, the Trustee and each Holder of Record 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 action as required by paragraphs (b) and Trustee may, and upon request of the Hold, in principal amount of all Bonds Outstand prosecute an action or proceeding in any c or commission having jurisdiction to cc Department to comply with the requirements Department fail to take (c) of this Section, the ?rs of not less than 25% ing shall, institute and ourt or before any board >mpel the City and the 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 96th 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 copies of each such preliminary budget with the Trustee and mail copies to the Parking Consultant. 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. 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"). Copies of the Annual Budget shall be filed with the Trustee, mailed by the Department to the Parking Consultant, Moody's Investors Service, Inc., Standard and Poor's Corporation, and each Holder of Record requesting the same, 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 57 10115 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. (b) The requirement of the annual review of the Annual Budget by the Parking Consultant established by paragraph (a) of this Section shall be waived if: (1) the audited financial statements or accompanying reports for the Parking System for the preceding Fiscal Year indicate that, in such Fiscal Year, Revenues were equal to or greater than the level required by Section 704(a) of this Ordinance; and (2) the Parking Consultant has made at least one annual review in the past five Fiscal Years; and (3) there is submitted to the Trustee a certificate of the Chief Financial Officer and the Director to the effect that the provisions of subparagraphs (1) and (2) of this paragraph (b) have been satisfied. 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 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 applica- tion 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 Series 1986 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 separ- ate 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 58 10115 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 Moody's Investors Service, Inc., Standard and Poor's Corporation and each Holder of Record 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 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 Depart- ment shall be deemed to be in compliance with this Section if it 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 agree- ments 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, t'ie 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 59 P011 as are customarily insured against by enterprises of a similar nature, business interruption insurance, use and occupancy insur- ance 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 insur- ance with insurers of good standing, shall be payable to the City and may provide for such deductibles, exclusions, limitations, restrictions, and restrictive endorsements customary in policies for similar coverage issued to entities operating properties simi- lar to the properties of the Parking System. Any self insurance shall be in the amounts, manner and of the type provided by enti- ties 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 recommend- ing 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 instru- mentality, 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 71 0 (a) of this Ordinance. Section 710. Insurance and Fminent Domain Proceeds. (a) All Net Proceeds of all insurance required by Section 708 of this Ordinance and all Net Proceeds resulting from Eminent Domain pro- ceedings 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 60 101� 0 # otherwise adversely affect the revenue -producing capa- bility 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 esti- mated date upon which such replacement, repair, rebuild- ing or restoration will be substantially complete, and (C) a statement to the effect that Net Proceeds, to- gether 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 Depart- ment 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 them to be applied, to replace, repair, Parking System, the Trustee shall create z Construction Fund, shall transfer such Insurance and Condemnation Award Account and shall make disbursements therefrom, cable. Net Proceeds, or cause rebuild, or restore the Proceeds Account in the Net Proceeds from the to the Proceeds Account, to the extent practi- (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 61 0 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. Com fiance 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 oper- ation 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 material- ly impair the operation or the revenue -producing capability of the Parking System. Section 712. Payment of Charges and Covenant Against Encum- brances. Except as provided erein, the City and the Department s al17 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 con§tituting 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 re- quire 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 pro- vided in this Section 713, the Department shall not sell or other- wise dispose of all or any part of the properties constituting the Parking System. (a) The Department shall have the right to sell or dis- pose of any machinery, apparatus, tools, instruments, or other moveable property or fixtures acquired by it in connec- tion with the Parking System, or any materials used in con- nection therewith if the Director determines that such articles are no longer needed or useful in connection with the construction or maintenance of the properties constitut- ing the Parking System or the operation of the Parking System and that such sale or disposition will not impair the operat- ing efficiency of the Parking System or materially reduce the revenue -producing capability of the Parking System. 62 1 01 15 (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. (c) Notwithstanding the provisions of paragraph (b) of this Section, if the Department determines 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 a fair market value at least equal to that of the property demolished or removed, or (B) any such real property and struc- ture now or hereafter existing as part of the Parking System may be demolished or removed by the Department from time to time and the Depart- ment 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. 63 0 (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 or street closings or to provide necessary regulation of traffic and relief of congestion and which will not materially lessen the income and revenues to be derived from such meters. The Department shall deposit the proceeds resulting from any 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 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 ParkingSysstem. 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 park- ing System upon satisfaction of the conditions set forth in Section 717 hereof. Section 715. Contracts, Leases and Other Agreements. Sub- ject to the provisions of Sections 604 an 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 operations or services on or in connection with the Parking System or any part thereof, for any lawful purpose, provided, that: 64 1 01 15 (a) each such lease, contract or agreement, or any amendment or rescission thereof, is not inconsistent with the provisions of this Ordinance, (b) 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 Department under such lease, contract or agreement shall be subordinate to the Depart- ment's obligations under this Ordinance, and (d) if the amount payable to 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 adverse- ly impair or diminish the rights or security of any Holder. The Board shall not be prevented from making the determina- tion 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 forth in Paragraphs (a) and (b) of Section 704. Section 716. Interim Indebtedness; Short Term Indebtedness. The City and the Department shall ave 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 ectual 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 pur- poses 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 20% of the Department's Current Expenses of the Parking System for the last Fiscal Year for which an audit is available. 65 10115 11 Section 717. Financing of Special Purpose Facilities. Nothing in this Ordinance shall e construed as prohi iittii;g the City or the Department from financing the acquisition or construc- tion 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 and the Department Attorney to the effect that the 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 consti- tute 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 Reve- nues 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 DeSt to finance the acquisition and construc- tion 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 Subordi- nated Debt, Additional Bonds, any money available therefor in the General Reserve Account, or from any other legally avail- able source provided that such Subordinated Debt shall be 66 1 01 15 .0 payable from Additional Bonds only to the extent such indebt- edness 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 pursu- ant 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 sale. Section 719. Engagement of Accountant, Insurance Consultant, and Parking Consultant. For t e purpose of causing to be per- T—ormed and carried out the duties imposed on the Accountant under this Ordinance, the Board shall engage as the Accountant an inde- pendent 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 mainte- nance 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 exam- ined by the Accountant and the Parking Consultant at all reason- able times. 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. 67 1 0115 Section 721. Use of Revenues and Inconsistent Actions. The City and the Board covenant an 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 a.ny action taken by which the rights of Holders might be impaired or dimin- ished. Section 722. No Free Parking at CitX Facilities. The City covenants that no free parking will e permitted pursuant to lease or other contractual arrangement upon real property or at facili- ties owned or operated by the City. Section 723. De artment to Manage City Parking Facilities. The City covenants t at it 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. 68 0115 E a 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 o Default" : (a) payment of the principal of and 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) final judgment for the payment of money is rendered against the City or the Department as a result of the owner- ship, 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 judg- ment, 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 sub- stantial amount of its property; or (iv) files a petition or other pleading seeking reorganization, composition, readjust- ment, 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 69 0 1 15 0 0 not discharged within 90 consecutive days after his appoint- ment; 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 dis- missed 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 or 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 pay- able, 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 every such case the Trustee mav, 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 70 1 0115 qii 9 9 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 Agents, and (c) every other default in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds or in this Ordinance (other than a default in the payment of the principal of such Bonds then due only because of a declaration under this Section) has been remedied. If pursuant to the provisions of this Ordinance the obliga- tion 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 there- for, 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, at the address set forth herein. (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 Revenues are deemed sufficient ultimately to satisfy the Bonds then Outstanding hereunder. 71 1 Q11*5 RIM 4§°h 5 a:� 1 ` ' ,• t '^. _.. _-...rmm�nvmi^n4mr-vamrwsame�.,,..,.�...- .. r�.r. r 9 (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 perfor- mance 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 25% 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 the Bonds as the same become due and payable (either by their terms or by acceleration of maturities under the provisions of Section 803 of this Article) , such 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 prin- cipal, and next to the payment of the principal 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 prin- cipal is not overdue, and next to the payment of interest at the respective rates specified in the Bonds on overdue 72 1 O115 principal, and next to the payment of the principal of the Bonds in order of their due dates; fourth: if the principal of all Bonds has become due and payab e, 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 insuffi- cient funds to make any payment of interest or principal then due, the amount to be paid in respect of principal 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 princi- pal or interest, as the case may be, on each Bond and the denomi- nator of which is the aggregate amount due in respect of all interest or all principal, 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 like- lihood of additional money becoming available for such application in the future, (b) the deposit of such money with the Paying Agents or otherwise setting aside such money as provided herein, in trust for the proper purpose shall constitute proper applica- tion by the Trustee, and (c) the Trustee shall incur no liability whatsoever to the City, to the Department, to any Holder 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 73 0 0 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 prin- cipal 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 posi- tions 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 bZ Holders. Anything in this Ordinance to t e contrary notwithstanding 7t e Holders of a majority in aggregate principal amount of Bonds at any time Out- standing 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 Ordi- nance. - 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 pro- ceeding 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 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 74 . 01 1 5 0 not less than 20% in aggregate principal amount of Bonds then Outstanding may institute any such suit, 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 whatso- ever 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 t e right to file proof of claim) under this Ordinance or under any Bonds may be enforced by the Trustee with- out 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 bene- fit of the Holders, subject to the provisions of Section 801 of this Ordinance. Section 811. No Remedy Exclusive. No remedy herein con- ferred 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. Delaz 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 25% 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 provi- sions of this Ordinance or before the completion of the enforce- ment 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. 75 1 0115 0 Section 813. Notice of Default. The Trustee shall mail to all Holders of registere Magi at their addresses as they appear on the registration books maintained by the Trustee, and all Holders of Record 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 or Holder of Record by reason of its failure to mail any such notice. Section 614. Ri ht to Enforce Payment of Bonds Unimpaired. Nothing in this Artic e 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. 76 1 0115 ARTICLE IX THE TRUSTEE Section 901. Acceptance of Trusts. The Trustee under this Ordinance and Paying Agent for the Series 1986 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 than an Event of Default has occurred and is continuing, the Trustee shall not be respon- sible 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 this 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 rem- is 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 and expenses, 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 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 execu- tion of any of the trusts created hereby or in the enforcement of any rights and powers hereunder, or do anything else in its judg- ment 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. 77 1 01 15 Section 903. Limitations on Obligations and Responsibilities of Trustee. The Trustee Mall no obligation to effect or maintain nsurance 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 assess- ments, or to require any such payment to be made. The Trustee shall have no responsibility in respect of the validity or suffi- ciency 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 Tailure 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 but, 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 Agents. Subject to the provisions ot any contract etween 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 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 10th day of each month the Trustee s= 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, 78 1 a11;5 p .,��. ,<, .�FN. F� n,� . •:. �'j`t'a , rc,a ? h, phi p-..:t. .l x _L.r7�':4`,"ll _ _ _ __ _ _ (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 Rel in on Certain Docu- ments. The Trustee shall be protected and shall incur no is i - 1=7 1n 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 instru- ment. 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. 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 79 .0115 writing of such Event of Default by the Department 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 an representations contained erein 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 Or finance, 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 t e 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 —9ischarged from the trusts hereby created by notice in writing given to the Department and published once in a Daily Newspaper of general circulation in the City, and in a Financial Journal or a Daily Newspaper of general circulation in the Borough of Manhattan, City and State of New York, not less than 90 days before such resignation is to take effect. Such resignation shall take effect immediately upon the appointment of a new 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 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, and published once in a Daily Newspaper of general circulation in the City, and in a Financial Journal or a Daily Newspaper of general circulation in the Borough of Manhattan, City and State of New York, not less than 60 days before such removal is to take effect as stated in said instrument or instruments. 80 ..:P¢tTM .. ,,, ...r,_ ..::,-::: :., .... ..... ...:�,-r:�1�._+x�r^•,..-r?azn-�r�r�.-n-.:..*$,�,9,�,,.,�..,,,.,....v__._..._ 0 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 ordi- nance 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% in aggregate principal amount of Bonds then Outstanding. Section 914. A pointment 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 trans- fer of the trust department of the Trustee is required by opera- tion of law, provided that such vendee, assignee or transferee qualifies as a successor Trustee under this Section 914. The Department shall publish notice of any such appointment made by it once each week for four successive weeks in a Daily Newspaper of general circulation in the City, and in a Financial Journal or a Daily Newspaper of general circulation in the Borough of Manhattan, City and State of New York. At any time within one year after any vacancy in the office of the Trustee has occurred, the Holders of 20% 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). 81 0115 0 a 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 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, immu- nities 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 T✓17C*cc Mnv QII^19 I-t+-"-__4- 1- ._.".4--, - -U-11 .., 3 ._.41t __ 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 requir- ed 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 there- of. 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 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. 83 0 a 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 supple- mental 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 and 211, or (f) to provide for the issuance of coupon Bonds, or (g) to provide for the issuance of Variable Rate Bonds, Designated Maturity Obligations, Capital Appreciation Bonds, Option Bonds and Capital Apreciation and Income Bonds which will not adversely affect the exemption from Federal income taxation of interest on the Bonds, (h) to provide for the issuance of Uncertified Bonds, or ( i) to provide such changes which, in the opinion of the City and the Department, will not materially adversely 84 �� a1 15 affect the security of 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 ordi- nance 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 supple- mental 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 redemp- tion 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 reduc- tion 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 autho- rized 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 supple- mental ordinance for any of the purposes of this Section, the City Clerk shall cause notice of the proposed adoption of such supple- mental 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 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 or Holder of Record 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. 85 0 is Whenever, at any time within one year after the date of the first publication of such notice, the City or the Department deli- vers to the Trustee an instrument or instruments in writing pur- porting to be executed by the Holders of not less than fifty-one percent (51 %) in aggregate principal amount of the Bonds then Outstanding that are affected by a proposed supplemental ordi- nance, which instrument or instruments shall refer to the proposed supplemental ordinance described in such notice and shall specifi- cally consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, there- upon, but not otherwise, the City Commission may adopt such supplemental ordinance in substantially such form, without liabil- ity or responsibility to any Holder whether or not such Holder shall have consented thereto. If the Holders of not less than fifty-one percent (51 %) 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 deli- vered 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 provi- sions 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 obligations under this ordinance of the City, the Board, the Department, the Trustee, the Paying Agents, and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Ordi- nance 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. M 0 4 Section 1104. Series Ordinance Not a Supplemental Ordinance. For purposes of this XM a 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. 87 ��011� 0 0 ARTICLE XII DEFEASANCE Section 1201. Cessation of Interest of Bondholders. When (a) the Bonds secure ere y have become due and'payable in accordance with their terms or otherwise as provided in this Ordi- nance, and (b) the whole amount of the principal and the interest and premium, if any, so due and payable upon all Bonds have been paid or if the Trustee and the Paying Agents hold money or Govern- ment 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 all Bonds then Outstanding to the maturity date or dates of such Bonds or to the date or dates spe- cified for the redemption thereof, and (c) if the Bonds are due and payable by reason of a call for redemption, irrevocable instructions to call the Bonds for redemption shall have been given by the Department 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 Depart- ment, then and in that case the right, title and interest of the Trustee and the Bondholders in the Funds and Accounts created by this Ordinance shall thereupon cease, determine and become void, 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 Agents, as hereinabove provided, and within 30 days after such money, Government Obligations, or a combination of both have been deposited with such Trustee, the Department, in addition to observing the requirements of Article III of this Ordinance, causes a notice signed by the Trustee to be published once in a Daily Newspaper of general circulation published in the City, and in a Financial Journal or a Daily Newspaper of general circulation in the Borough of Manhattan, City and State of New York, setting forth (i) the date designated for the redemption of the Bonds, (ii) a description of the money and Government Obliga- tions so held by such escrow agent, and (iii) that this Ordinance has been repealed and cancelled in accordance with the provisions of this Section, the Trustee and Paying Agents 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 or any Paying Agent pursuant to this Section shall be held in trust 88 1115 0 0 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 Obliga- tions, when due, will be sufficient to pay on such date the prin- cipal of, and the premium, if any, and interest due on such Bonds on such date. 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 calcu- lated at the maximum rate permitted by the terms thereof; pro- vided, 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 Obliga- tions 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 sat- isfy 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 suffi- cient to pay when due the maximum amount of principal of and pre- mium, if any, and interest on such Bonds which could become pay- able to the Holders of such Bonds upon the exercise of any options provided to the Holders of such Bonds; provided, however, 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 depos- ited 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 Depart- ment, 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. 89 0 a ARTICLE XIII MISCELLANEOUS PROVISIONS Section 1301. Effect of Covenants. All covenants, stipula- tions, 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, obliga- tions 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 aut orized'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: 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. .0 Any such notice, demand or request may also be transmitted to the appropriate above -mentioned party by telegraph or telephone 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 trans- mission 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 representa- tives thereof. Section 1303. Successorship of Paying A ents: Any bank or trust company with or into which a Paying Agent may be merged or consolidated, or to which the assets and business of such Paying Agent may be sold, shall be deemed the successor of such Paying Agent for the purposes of this Ordinance. If the position of a Paying Agent becomes vacant for any reason, the Board, within 30 days thereafter, shall appoint a bank or trust company located in the same City as Paying Agent to fill such vacancy and shall publish notice of such appointment at the times and in the places as set forth in Section 9 1 4 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 obliga- tions 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. Substitute Publication. If, because of the temporary or permanent suspension of publication of any Daily Newspaper or Financial Journal or for any other reason the Chief Financial Officer is unable to publish in a Daily Newspaper or Financial Journal any notice required to be published by any pro- vision of this Ordinance, the Department shall give such notice in such other manner as in its judgment most effectively approximates such publication, and the giving of such notice in such manner 91 10115 shall for all purposes of this Ordinance be deemed to be in com- pliance with the requirement for the publication thereof. Section 1306. 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 pro- visions of this Ordinance. Section 1307. Headings Not Part of Ordinance. Any headings preceding the texts ot 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, con- struction or effect. Section 1308. City, the Board, Department and Bondholders Alone Have Ri hts Under Ordinance. Except as otherwise expressly provided erein, nothing in t is 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 1309. Effect of Partial Invalidit . 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 1310. 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 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: AN ORDINANCE 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 AGGRE- 92 0115 GATE PRINCIPAL AMOUNT NOT EXCEEDING $16,000,000 FOR THE PURPOSE OF PAYING AT THEIR RESPECTIVE MATURITIES OR REDEEMING THE OUTSTANDING PARKING SYSTEM REVENUE BONDS OF THE CITY ISSUED PURSUANT TO ORDINANCE NO. 9618, ADOPTED ON MAY 31 , 1 983; PROVIDING FOR THE PAYMENT OF SUCH BONDS AND THE INTEREST THEREON FROM NET REVENUES DERIVED BY THE DEPARTMENT FROM ITS PARKING SYSTEM AND CERTAIN INVESTMENT INCOME; 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 , 1986. "Any action or proceeding to contest the validity of said ordinance or any of its provisions must be com- menced 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 provi- sions 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 period. "By order of the City Commission of the City of Miami, Florida. City Clerk 93 ` 1 0115 r Section 1312. Posting. A copy of this Ordinance shall be posted by the City Clerk at the door of the Dade County Courthouse at the place provided for notices within five (5) days after the passage and adoption hereof. 1986. PASSED ON FIRST READING BY TITLE ONLY this 12th day of June, PASSED AND ADOPTED ON SECOND AND FINAL READING BY TITLE ONLY this 26th day of June 1986. XA IER L. SUAREZ,' YOR ATTE MAT Y HIRAI, CITY CLERK . 11 TO FORM AND CORRECTNESS: t, a'inu. Ilirai, C�!crk of tile Florida. e Q Y Of �Ii:}nti. :�.. 11. i�l. fl.r :i l�.l''. i;'.. :�;'..t �.'�1'� 't C ;t••-. to �' ❑�. i;.tr,l ;uu! t; c u[fi.�;a seal of s:}�id,• _A. 1). 19 -- City G!erk 94 1 0115 TO: Cesar Odio City Manager City of Miami FROM: Roger M. Carl Director Department of - 64t;_ DATE: June 2, 1986 SUBJECT: ADVANCED REFUNDING OF DEPARTMENT OF OFF-STREET PARKING BONDS Background The original financing for garages owned and operated by the Department of Off -Street Parking was a series of bonds which had been issued during the 1960's and 19701s. The financial policies of the Off -Street Parking Board were basically the result of restrictions included in the trust indenture which was adopted in 1966. The indenture required a high level of debt service coverage prior to the issuance of additional bonds. Given this high level, the Department of Off -Street Parking was unable to finance either the World Trade Center or the Government Center garages with the result that the City of Miami financed these facilities with revenue bonds utilizing utility tax revenues as the pledge. In 1983 the Off -Street Parking Board and the City Commission determined to refinance the Department of Off -Street Parking bonds with two major goals. The first goal was to reduce the level of debt service coverage necessary to issue additional bonds in order that future garages not require revenue pledges from City of Miami sources. The second goal was to develop a new form of financing known as 111.0 coverage" bonds which do not require the pledge of meter and surface lot revenues in order to make a garage feasible. The only pledge necessary was a lease(s) with private developers or other units of government. The lease(s) must guarantee that the revenues of the project plus the lease payments equal the cost of operation of the facility plus debt service. This new trust indenture was approved by the City Commission on May 31, 1983 and the bonds were issued on November 23, 1983• The interest rate for the 30 year bond issue was 10.375 percent with the maximum annual debt service being $1, 524, 886 which was equal to the debt service on the previous Department bonds. The net effect of the refinancing was to greatly improve the ability of the Department of Off -Street Parking to meet the parking and community development needs of the City of Miami without increasing the cost of debt service. Financial Analysis The proposed advanced refunding again reflects two major goals. The first is to take advantage of significantly decreased interest rates in a similar fashion to the gain achieved by the City of Miami when the Government Center garage bonds were refinanced in 1985. The expected interest rate is 7.4 percent which is approximately 300 basis points (28%) below the current interest rate. Should this savings be achieved when the bonds are sold in 1 0115 July the net present value savings over the life of the bond issue will be approximately $590,528. The second goal is to modify the provisions of the trust indenture which pertain to public/private partnerships. The current provision requires that the land upon which the public/private joint venture facility is located must be owned by the Department of Off -Street Parking. This restriction and other modifications which are necessary to comply with the proposed federal tax reform legislation are addressed in the new trust indenture. The proposed trust indenture (Exhibit 1) addresses both goals and achieves an anticipated savings over the life of the bonds plus modernizing provisions which deal with public/private partnerships. _ The proposed trust indenture further creates a new classification of projects which are not parking related and which may be financed by leases with the City or private developers. The ability will be available to finance any public purpose facility so long as parking revenues are not needed to support that facility. This will provide the City the opportunity to use the Department of Off -Street Parking as a "conduit" to finance projects if desired. The bond counsel for the Department of Off -Street Parking is Sparber Shevin Shapo and Heilbronner in conjunction with Bryant Miller Olive which has served in this capacity since 1981. The Financial Advisor is Shearson Lehman Brothers which has also served since 1981. The proposed underwriter team is William R. Hough and Company as the lead underwriter with AIBC, First Equity, Bear Stearns, and Smith Barney serving as co -underwriters. The percentage allocation of the bond sales have not yet been negotiated. By way of information the Off -Street Parking Board has reviewed the recent determination of the City of Miami regarding bond counsel. The Board supports this decision and has determined to complete three transactions underway with the current team. However, in the spirit of cooperation with the City, the Board has determined to use the bond counsel firms selected by the City Commission in the role of underwriter counsel for the three transactions underway (Exhibit 2) and will use the City of Miami firms for future transactions which are not yet in the negotiation phase and for which the Department's current bond counsel has not already made a significant investment. Exhibits: 2 1 01 15 ; 0 20: honorable Chairman and Members of the Off -Street Parkin` Board M: Roger M. Ca 1 tre Director Department o a EnIBIT I DATE: May 15. 1986 SUBJECT: BOND COUNSEL SELECTION PROCESS The City Co®ission at its May 7, 1986 setting selected and ranked three law - firms to serve as primary bond counsel with respect to the sale of general obligation bonds for the City of Miami until the next general election. Zoe three local firms and their ranking are: 1. Greenberg, Traurig, Askew, Hoffman, Lipoff, Rosen and Qutntel in a joint effort with law fins that includes Jesse McCrary. 2. Holland and [night in a joint effort with a law firs that includes Vincent McGee. .. 3. goad and Cassel with a yet to be identified minority law firm. A new list of firms will be drawn up every two rears, beginning immediately after the November 1987 election. The Off -Street Parking Board at its last regular meeting decided to continue with Sparber, Shoving Shapo, Reilbronner/Bryant, Miller. Olive for the Advanced Refunding, Coconut Grove Playhouse and Watts transaction bond issws. However. In keeping with the spirit of the City Comwission's decision, it is recommended that the underwriter's counsel be rotated in order of priority as follows: Greenberg. 1Yaurig, Askew. Hoffman, Lipoffs been and Quentel: Advanced Refunding Holland and [night: Watts Transaction Broad and Cassel: Coconut Grove Playhouse If the Watts transaction is privately placed and does not need an underwriter, the Coconut Grove Playhouse bond issue underwriter counsel responsibility will move to Holland and [night. The recommendations will: A. Allow for progress on the advanced refunding to continue. B. Comply with the spirit of the City Commission decision to select local and minority law fins. 70: 11oncrable Chairman and Members of the Off -Street Parkin` Board Rai: Roder M. Cs 1 Director Department o 4tr'ea� EXHIBIT I DATE: May 15, 1986 SUBJECT: BOND COUNSEL SELECTION PROCESS The City C =ission at its May T. 1986 meeting selected and ranked three law firms to serve as primary bond counsel with respect to the sale of general obligation bonds for the City of Mimi until the next general election. the three local firms and their ranking are: 1. Greenberg, Trourigs Askew. Hoffman, Lipoff. Rosen and Quentel in a joint effort with law firm that includes Jesse McCrary. 2. Holland and Knight in a joint effort with a law firm that includes Vincent McGee. 3. Broad and Cassel with a yet to be identified ■1nority law firm. A sew list of firms will be drawn up every two rears, beginning immediately after the November 1987 election. The Off —Street Parking Board at its last regular sooting decided to continue with Sparbers Shoving Shapo, Hitilbronner/Bryant. Miller. Olive for the Advanced Refunding, Coconut Grove Playhouse and Watts transaction bond Issues. Nowever. In keeping with the spirit of the City Commission's decisions it is recommended that the underwriter's counsel be rotated in order of priority as follows: Greenberg. Traurigg Askew. Boffaang Lipoff. Rosen and Quentel: Advanced Refunding Holland and Knight: Watts Transaction Broad and Cassel: Coconut Grove Playhouse If the Watts transaction is privately placed and does not need an underwriter. the Coconut Grove Playhouse bond issue underwriter counsel responsibility will move to Holland and Knight. Zie reeommiendstions will: A. Allow for progress on the advanced refunding to continue. B. Comply with the spirit of the City Commission decision to select local and minority law firms. 10115 1 0 a July the net present value savings over the life of the bond issue will be approximately $590,528. The second goal is to modify the provisions of the trust indenture which pertain to public/private partnerships. The current provision requires that the land upon which the public/private joint venture facility is located must be owned by the Department of Off -Street Parking. This restriction and other modifications which are necessary to comply with the proposed federal tax reform legislation are addressed in the new trust indenture. The proposed trust indenture (Exhibit 1) addresses both goals and achieves an anticipated savings over the life of the bonds plus modernizing provisions which deal with public/private partnerships. The proposed trust indenture further creates a new classification of projects which are not parking related and which may be financed by leases with the City or private developers. The ability will be available to finance any public purpose facility so long as parking revenues are not needed to support that facility. This will provide the City the opportunity to use the Department of Off -Street Parking as a "conduit" to finance projects if desired. The bond counsel for the Department of Off -Street Parking is Sparber Shevin Shapo and Heilbronner in conjunction with Bryant Miller Olive which has served in this capacity since 1981. The Financial Advisor is Shearson Lehman Brothers which has also served since 1981. The proposed underwriter team is William R. Hough and Company as the lead underwriter with AIBC, First Equity, Bear Stearns, and Smith Barney serving as co -underwriters. The percentage allocation of the bond sales have not yet been negotiated. By way of information the Off -Street Parking Board has reviewed the recent determination of the City of Miami regarding bond counsel. The Board supports this decision and has determined to complete three transactions underway with the current team. However, in the spirit of cooperation with the City, the Board has determined to use the bond counsel firms selected by the City Commission in the role of underwriter counsel for the three transactions underway (Exhibit 2) and will use the City of Miami firms for future transactions which are not yet in the negotiation phase and for which the Department's current bond counsel has not already made a significant investment. Exhibits: 2 10115 1 TO: Cesar Odio DATE: June 20 1986 City Manager City of Miami FROM: Roger M. Carl SUBJECT: ADVANCED REFUNDING OF DEPARTMENT Director OF OFF-STREET PARKING, BONDS Department oft_kO4� Background The original financing for garages owned and operated by the Department of Off -Street Parking was a series of bonds which had been issued during the 1960's and 1970's. The financial policies of the Off -Street Parking Board were basically the result of restrictions included in the trust indenture which was adopted in 1966. The indenture required a high level of debt service coverage prior to the issuance of additional bonds. Given this high level, the Department of Off -Street Parking was unable to finance either the World Trade Center or the Government Center garages with the result that the City of Miami financed these facilities with revenue bonds utilizing utility tax revenues as the pledge. In 1983 the Off -Street Parking Board and the City Commission determined to refinance the Department of Off -Street Parking bonds with two major goals. ;he first goal was to reduce the level of debt service coverage necessary to issue additional bonds in order that future garages not require revenue pledges from City of Miami sources. The second goal was to develop a new form of financing known as "1.0 coverage" bonds which do not require the pledge of meter and surface lot revenues in order to make a garage feasible. The only pledge necessary was a lease(s) with private developers or other units of government. The lease(s) must guarantee that the revenues of the project plus the lease payments equal the cost of operation of the facility plus debt service. This new trust indenture was approved by the City Commission on May 31, 1983 and the bonds were issued on November 23, 1983. The interest rate for the 30 year bond issue was 10.375 percent with the maximum annual debt service being $1,524,886 which was equal to the debt service on the previous Department bonds. The net effect of the refinancing was to greatly improve the ability of the Department of Off -Street Parking to meet the parking and community development needs of the City of Miami without increasing the cost of debt service. Financial Analysis The proposed advanced refunding again reflects two major goals. The first is to take advantage of significantly decreased interest rates in a similar fashion to the gain achieved by the City of Miami when the Government Center garage bonds +ere refinanced in 1985. The expected interest rate is 7.4 percent which is approximately 300 basis points (28%) below the current interest rate. Should this savings be achieved when the bonds are sold in 10115 �*rz•+eaz*,ce--.n-....—,.. ... r .. � F?5,�i"mm i. `F .a c , I I !,f j.. EXHIBIT 2 TO: Honorable Chairman and Members DATE: May 15, 1986 of the Off -Street Parking Board FROM: Roger M. Ca 1 SUBJECT: BOND COUNSEL SELECTION PROCESS Director Department o t�4re�Pa The City Commission at its May 7, 1986 meeting selected and ranked three law firms to serve as primary bond counsel with respect to the sale of general obligation bonds for the City of Miami until the next general election. The three local firms and their ranking are: 1. Greenberg, Traurig, Askew, Hoffman, Lipoff, Rosen and Quentel in a joint effort with law firm that includes Jesse McCrary. 2. Holland and Knight in a joint effort with a law firm that includes Vincent McGee. 3. Broad and Cassel with a yet to be identified minority law firm. A new list of firms will be drawn up every two years, beginning immediately after the November 1987 election. The Off -Street Parking Board at its last regular meeting decided to continue with Sparber, Shevin, Shapo, Heilbronner/Bryant, Miller, Olive for the Advanced Refunding, Coconut Grove Playhouse and watts transaction bond issues. However, in keeping with the spirit of the City Commission's decision, it is recommended that the underwriter's counsel be rotated in order of priority as follows: Greenberg, Traurig, Askew, Hoffman, Lipoff, Rosen and Quentel: Advanced Refunding Holland and Knight: Watts Transaction Broad and Cassel: Coconut Grove Playhouse If the Watts transaction is privately placed and does not need an underwriter, the Coconut Grove Playhouse bond issue underwriter counsel responsibility will move to Holland and Knight. The recommendations will: A. Allow for progress on the advanced refunding to continue. B. Comply with the spirit of the City Commission decision to selict local and minority law firms. 1 0115 _ _ ... 1111 , , , TO: Honorable Mayor and Members of the DATE: June 20, 1986 City Commission. FROM: Roger M. Carl r. Director Department ¢ `P SUBJECT: DEPARTMENT OF OFF-STREET PARKING ADVANCED REFUNDING BOND ISSUE SECOND READING During the June 12, 1986 City Commission. the Advanced Refunding Ordinance (Trust Indenture) for the Department of Off -Street Parking was approved or. First Reading. Subsequent to the City Commission. Meeting, Off -Street Parking Board Chairman. Leslie Pantir., Sr., Department of Off -Street Parking staff, and City staff visited Moody's and Standard and Poor's to obtain a bond rating for the proposed issue. The current Department of Off -Street Parking bond ratings are "A" and "A-" from Moody's and Standard and Poor's respectively. The financial impact of a bond rating is substantial in relation to the marketability of the bonds and interest rate. Parking revenues bonds rated "A" and "A-" without a secondary revenue pledge from non -parking revenues is considered to be a very high rating. The meetings with Moody's and Standard and Poor's were extremely positive and resulted in a small number of suggestions for minor revisions to the Trust Indenture as described below: o The new Trust Indenture is permissive regarding the issuance of Variable Rate Debt (interest rate may fluctuate). While there is no intention to issue Variable Rate Debt it may be wise over the next 30 years to have this capacity. Standard and Poor's suggested that the Variable Rate maximum interest payable be capped at 110 percent of the Bond Buyer Index at the date of issuance and that the total amount of Variable Rate Debt not exceed 20 percent of the Department's capitalization (defined as total long term debt plus retained earnings) . Currently this would allow the Department to issue approximately $4.75 million. in Variable Rate Debt at a maximum interest rate of 8.25 percent. These limitations are extremely conservative and in the best interest of an enterprise fund such as the Department of Off -Street Parking. o An Advanced Refunding requires that a special type of investment (Government Obligations) be purchased and set aside in a special fund. The earnings from the fund and a small portion of the principal each year are sufficient to pay off the refunded bonds. This allows the old Trust Indenture to be "defeased" and the new Trust Indenture to become the authorization for operation of the Department of Off -Street Parking. The revision to the Trust Indenture requested by Standard and Poor's is that these Government Obligations must be of high enough quality (security) to guarantee a "AAA" rating. This insures that the rating of the Governmental Obligations which will be used to pay off the refunded bonds will not be downgraded in the future. 10115 0 0 o The third change is to delete the potential of utilizing Designated Security Obligations as a financing vehicle. This type of financing has been used in only a few examples nationwide for short term indebtedness. The Department of Off Street Parking has never issued short term indebtedness and has no such plans. Therefore deletion of Designated Maturity Obligation has no material impact on the benefits of the Advanced Refunding. o The final change is to clarify the definition of current expenses to include all operational expenses other than capital projects. In summary these clarifications are recommended by Standard and Poor's with agreement from the Department's Financial Advisor, Bond Counsel, and Underwriter. The City Attorney and Bond Counsel have determined that the modifications are not material and it is proper to proceed to Second Reading of the Ordinance on June 26, 1986. During the July 10, 1986 Regular City Commission meeting the bonds will be sold. Further information will be presented at that meeting regarding documentation which requires City Commission approval and the proposed interest rate. cc: Cesar Odio Robert Clark Att . 0115 CITY OF MIAMI, DADIE COUNTY, FLORIDA LEGAL NOTICE All interested persons will take notice that on the 26th day of June. 1986, the City Commission of Miami, Florida. adopted the following titled ordinance(s): ORDINANCE NO. 10114 AN EMERGENCY ORDINANCE ESTABLISHING A NEW SPECIAL REVENUE FUND ENTITLED. ''ENTRANT ASSIS TANCE PROGRAM -- 1986!87 APPROPRIATING FUNDS FOP THE OPERATION OF SAME IN THE AMOUNT OF 1,�Wj,000 FROM THE UNITED STATES DEPARTMENT OF I­',--.ALTH AND HUMAN SERVICES AND AUTHORIZING THE � ,I TY MANAGER TO ACCEPT A GRANT AWARD FROM THE SOUTH FLORIDA EMPLOYMENT AND TRAINING CONSOR. TIUM TO PROVIDE ON THE JOB TRAINING AND PLACE- MENT TO ENTRANTS. CONTAINING A REPEALER PROVI SION AND A SEVERABILITY ULAUSE ORDINANCE NO. 10115 MIAMI REVIEW AN ORDINANCE AUTHORIZING THE ISSUANCE OF PARKING SYSTEM REVENUE. BONDS OF THE CITY OF MIAMI, FLORIDA, INCLUDING THE ISSUANCE OF AN INI- TIAL SERIES OF BONDS IN AN AGGREGATE PRINCIPAL Published Daily except Saturday. Sunday and AMOUNT NOT EXCEEDING $18,000,000 FOR THE PURPOSE Legal Holidays OF PAYING AT THEIR RESPECTIVE MATURITIES OR REDEEMING THE OUTSTANDING PARKING SYSTEM REV- Wamt. Dade County, Florida. ENUE BONDS OF THE CITY ISSUED PURSUANT TO ORDI- STATE OF FLORIDA NANCE NO. 9618, ADOPTED ON MAY 31. 1983; PROVID- COUNTY OF DADE: ING FOR THE PAYMENT OF SUCH BONDS AND THE INTER- EST THEREON FROM NET REVENUES DERIVED BY THE Before the undersigned authority personally appeared DEPARTMENT FROM ITS PARKING SYSTEM AND CER- SookieMiliams, who on oath says that she is the Vice President TAIN INVESTMENT INCOME; AUTHORIZING OTHER of Legal Advertising of the Miami Review and Daily Record, a CLASSES OF INDEBTEDNESS TO BE SECURED AS HEREIN daily (except Saturday, Sunday and Legal Holidays) newspaper, PROVIDED; SETTING FORTH THE RIGHTS AND REMEDIES published at Miami in Dade County, Florida: that the attached OF THE HOLDERS OF SUCH BONDS; MAKING CERTAIN copy of advertisement, being a Legal Advertisement of Notice COVENANTS AND AGREEMENTS IN CONNECTION in the matter of THEREWITH; AND PROVIDING AN EFFECTIVE DATE. CITY OF '. I A' M I ORDINANCE NO. 10116 ORDINANCE NO. 10115 AN ORDINANCE PROVIDING A METHOD BY WHICH AMENDMENTS TO THE CITY CHARTER SHALL BE DRAFTED; REQUIRING CITY COMMISSION APPROVAL OF THE CHAR- TER AMENDMENT TO BE VOTED UPON BY THE ELEC- TORATE; SETTING FORTH TIME REQUIREMENTS; in the ............Y..ti..X..k.. I ............. ...... Court, CONTAINING A REPEALER PROVISION, AN EFFECTIVE was published in said newspaper in the issues of DATE AND A SEVERABILITY CLAUSE. ORDINANCE NO. 10117 July 3, 1986 AN ORDINANCE AMENDING THE ZONING ATLAS OF ORDI- NANCE NO.9500, THE ZONING ORDINANCE OF THE CITY OF MIAMI, FLORIDA, BY CHANGING THE ZONING CLAS- Afflant further says that the said Miami Review and Daily SIFICATION OF APPROXIMATELY 831 NORTHWEST 15TH Record Is a newspaper published at Miami in said Dade County, STREET, MIAMI, FLORIDA, (MORE PARTICULARLY Florida, and that the said newspaper has heretofore been continuously published in said Dade County, Florida, each day DESCRIBED HEREIN) FROM 0.117 OFFICE -INSTITUTIONAL (except Saturday, Sunday and Legal Holidays) and has been TO PR PARKS AND RECREATION; MAKING FINDINGS; entered as second class mail matter at the post office in AND BY MAKING ALL THE NECESSARY CHANGES ON Miami in said Dade County, Florida, for a period of one year next preceding the first publication of the attached copy of PAGE NO. 24 OF SAID ZONING ATLAS MADE A PART OF advertisement: and atfiant further says that she has neither ORDINANCE NO.9500 BY REFERENCE AND DESCRIPTION paid n p mired any person, firm or corporation any discount, IN ARTICLE 3, SECTION 300, THEREOF; CONTAINING A rebate c miaaion or refund for the purpose of securing this adve s ant for publication in the said newspaper. REPEALER PROVISION AND A SEVERABILITY CLAUSE. „ �•i frff 4./Ci` yyr� ORDINANCE NO. 10118 �J • >qq '� AN ORDINANCE AMENDING THE ZONING ATLAS OF ORDI- Swom to and su`b6t ib'iQl before me this NANCE NO.9500, THE ZONING ORDINANCE OF THE CITY OF MIAMI, FLORIDA, BY CHANGING THE ZONING CLAS- SIFICATION OF APPROXIMATELY 1601 NORTHWEST 8TH y COURT: AREA BOUNDED BY NORTHWEST 8TH AVENUE AND NORTHWEST 8TH COURT, BETWEEN NORTHWEST Sonia gen 16TH STREET AND NORTHWEST 16TH TERRACE, MIAMI, Notary Public, S,(ate Florida at Large FLORIDA, (MORE PARTICULARLY DESCRIBED HEREIN) FROM PR -PARKS AND RECREATION TO 0.1/7 OFFICE (SEAL) �� INSTITUTIONAL MAKING FINDINGS; AND BY MAKING ALL My Commission expires December 23, 1986. THE NECESSARY CHANGES ON PAGE NO. 24 OF SAID MR 11D ZONING ATLAS MADE A PART OF ORDINANCE NO. 9500, BY REFERENCE AND DESCRIPTION IN ARTICLE 3, SECTION 300, THEREOF; CONTAINING A REPEALER PROVISION AND A SEVERABILITY CLAUSE. ORDINANCE NO. 10119 AN ORDINANCE AMENDING ORDINANCE NO. 9500, THE ZONING ORDINANCE OF THE CITY OF MIAMI, FLORIDA, BY AMENDING SUBSECTION 2026.15.2 OF ARTICLE 20 ENTITLED "GENERAL AND SUPPLEMENTARY REGULA- TIONS," BY PROVIDING SPECIFICATIONS REGARDING THE COLOR OF GENERAL OUTDOOR ADVERTISING SIGN SUPPORT STRUCTURES AND POSITIONING OF SIGN R"" �i,a' � � D FACES; CONTAINING A REPEALER PROVISION AND A E SEVERABILITY CLAUSE. Ca'I'Y� t O MIAS11 °` Wc�� 5%91 MATTY HIRAi CITY CLERK JUL 91986 (~ �L� _ CITY OF MIAMI, FLORIDA (#3885) �09 "� `avri SET LOGO \EGO F�oa' 66 0703101 M GENERAL SERVICES AOMINISTRAi10N 713 PROCUREMENT MANAGEMENT DIVISIpN <. , MIAMI REVIEW Published Daily except Saturday, Sunday and Legal Holidays Miami, Dade County, Florida. CITY OF , DADE COUNTYY,, FLORIDAFL STATE OF FLORIDA COUNTY OF DADE: NOTICE OF PROPOSED ORDINANCE Before the undersigned authority personally appeared Notice is hereby given that the City Commission of the City of Sookis Williams, who on oath says that she is the Vice President of Legal Advertising of the Miami Review and Daily Record, a Miami, Florida, on June 26, 1986, commencing at 9:00 A.M. in the City daily (except Saturday, Sunday and Legal Holidays) newspaper, Commission Chamber, City Hall, 3500 Pan American Dr., Miami, published at Miami In Dade County, Florida: that the attached Florida, will consider the following Ordinance(s) on final reading and copy of advertisement, being a Legal Advertisement of Notice the adoption thereof: in the matter o1 ORDINANCE N0.._ CITY OF MIAMI PROPOSED OP.DINA]'10E AN ORDINANCE AUTHORIZING THE ISSUANCE OF PARKING SYSTEM REVENUE BONDS OF THE CITY OF MIAMI, FLORIDA, P.0 # 3873 INCLUDING THE ISSUANCE OF AN INITIAL SERIES OF BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $18,000,000 FOR THE PURPOSE OF PAYING AT THEIR RESPECTIVE MATURITIES OR REDEEMING THE OUTSTAND- in the..........XXX.......................... Court, ING PARKING SYSTEM REVENUE BONDS OF THE CITY ISSUED PURSUANT TO ORDINANCE NO. 9618, ADOPTED was published in said newspaper in the Issues al ON MAY 31, 1983; PROVIDING FOR THE PAYMENT OF SUCH BONDS AND THE INTEREST THEREON FROM NET REVE- NUES DERIVED BY THE DEPARTMENT FROM ITS PARKING SYSTEM AND CERTAIN INVESTMENT INCOME; AUTHORIZ- ING OTHER CLASSES OF INDEBTEDNESS TO BE SECURED AS HEREIN PROVIDED; SETTING FORTH THE RIGHTS AND Afflant further says that the said Miami Review and Daily REMEDIES OF THE HOLDERS OF SUCH BONDS; MAKING Record is a newspaper published at Miami in said Dade County, CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION Florida, and that the said newspaper has heretofore been THEREWITH; AND PROVIDING AN EFFECTIVE DATE. 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 Said proposed ordinance(s) may be inspected by the public at the Miami in said Dade County, Florida, for a period of one year office of the City Clerk, 3500 Pan American Drive, Miami, Florida, next pre Ing the first publication of the attached copy of Monday through Friday, excluding holidays, during the hours of 8:00 aext Pr m nt: and if further says that she has neither paid mised any person, firm or corporation any discount. A.M. to 5:00 P.M. rebate mmission or refund for the purpose of securing this adve ment for p 11 ciY4,esaid newspaper. All interested parties may appear at the meeting and be heard with �\ Wrespect to the proposed ordinance(s). .. Should any person desire to appeal any decision of the City Com• mission with respect to any matter to be considered at this meeting, _`"T�a; - scribid before me this that person shall ensure that a verbatim record of the proceedings is made including all testimony and evidence upon which any appeal 1&tife;of .;........,T.u.ne.....• - A.O. t9. 8.6.. _ may be based. h ........ Il Or MATTY HIRAI M n ��9s, CITY CLERK ida at Large o 1'• CITY OF MIAMI, FLORIDA (SEAL) �ry� 0 F f L� `��� v4 `Qe My Commission exptAillClo w r' 23, 1986. (ff3873) df pLo� MR 110 1 6116 86.061663M