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HomeMy WebLinkAboutO-12457City of Miami Legislation Ordinance: 12457 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 03-0226 Final Action Date: 12/18/2003 AN ORDINANCE OF THE CITY OF MIAMI, FLORIDAAUTHORIZING THE ISSUANCE OF ONE OR MORE SERIES OF FIXED OR VARIABLE RATE TAXABLE OR TAX-EXEMPT PARKING SYSTEM REVENUE BONDS OF THE CITY OF MIAMI, FLORIDA, SERIES 2004 IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $45,000,000 FOR THE PURPOSE OF PAYING THE COSTS OF OR REIMBURSING THE DEPARTMENT FOR THE COSTS OF THE ACQUISITION AND CONSTRUCTION OF PUBLIC PARKING FACILITIES WITHIN THE CORPORATE LIMITS OF THE CITY OF MIAMI; PROVIDING FOR THE PAYMENT OF SUCH BONDS AND THE INTEREST THEREON FROM CERTAIN REVENUES DERIVED BY THE DEPARTMENT OF OFF-STREET PARKING OF THE CITY FROM ITS PARKING SYSTEM AND OTHER AMOUNTS AS PROVIDED HEREIN; PROVIDING FOR CERTAIN TERMS AND PROVISIONS OF THE BONDS; SETTING FORTH THE RIGHTS AND REMEDIES OF THE HOLDERS OF SUCH BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; ESTABLISHING CERTAIN FUNDS AND ACCOUNTS FOR THE 2004 BONDS; DELEGATING TO CERTAIN OFFICERS OF THE CITY AND THE DEPARTMENT AUTHORITY TO SELECT CERTAIN PROFESSIONALS TO APPROVE THE FORM OF AND TO EXECUTE AND DELIVER A BOND PURCHASE AGREEMENT, A PRELIMINARY OFFICIAL STATEMENT, A BOND INSURANCE POLICY, A RESERVE PRODUCT, A LIQUIDITY FACILITY, THE OFFICIAL STATEMENT, A CONTINUING DISCLOSURE CERTIFICATE AND OTHER AGREEMENTS, DOCUMENTS AND CERTIFICATES RELATED TO THE 2004 BONDS; DELEGATING TO THE CHAIRMAN AUTHORITY TO OBTAIN BOND INSURANCE AND A RESERVE PRODUCT WITH RESPECT TO THE 2004 BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, The City of Miami, Florida (the "City"), is authorized pursuant to the Constitution and laws of the State of Florida, including, without limitation, Chapter 166, Florida Statutes, and the Charter of the City, to own and operate, through the Department of Off -Street Parking of the City, facilities for the parking of motor vehicles, to operate such facilities as a proprietary function and an enterprise of the City, and to collect fees and charges for the use and services of such facilities; and WHEREAS, the City is also authorized pursuant to the Constitution and laws of the State of Florida and its Charter, to issue revenue bonds to pay the costs of acquiring and constructing such facilities and to refund such bonds and to pledge to the payment thereof certain revenues as hereinafter more particularly described; and WHEREAS, pursuant to Ordinance No. 11693, enacted by the City on August 14, 1998 City of Miami Page 1 of 10 File Id: 03-0226 (Version: 3) Printed On: 8/23/2016 File Number: 03-0226 Enactment Number: 12457 (as supplemented and amended, and in particular, as amended by Ordinance No. 11719, enacted by the City on October 27, 1998, collectively, the "1998 Bond Ordinance"), the City has issued its $13,490,000 Parking System Revenue Refunding Bonds, Series 1998; and WHEREAS, the 1998 Bond Ordinance provides for the issuance of one or more Series of Additional Bonds, including fixed or Variable Rate Bonds (each, as defined in the 1998 Bond Ordinance) under the 1998 Bond Ordinance for the purpose of providing funds to, among other things, pay all or any part of the Cost of any Additional System Facilities (as defined in the 1998 Bond Ordinance); and WHEREAS, the 1998 Bond Ordinance further provides that, before Additional Bonds may be issued under the 1998 Bond Ordinance, the City Commission shall adopt a Series Ordinance authorizing the issuance of such Series of Additional Bonds and providing for the amount and details thereof; and WHEREAS, the City has determined that it is in the best interest of the citizens and taxpayers of the City that it issue Additional Bonds under the terms of the 1998 Bond Ordinance and this Series Ordinance to finance the cost of certain public parking improvements more particularly described herein (as hereinafter defined, the "2004 Project"); and WHEREAS, the City has determined to delegate to certain officials of the City or the Department the authority to determine the appropriate structure for the 2004 Bonds, to solicit proposals from and to select certain professionals and other service providers in connection with the issuance of the 2004 Bonds, and to negotiate, execute and deliver certain agreements, documents and certificates in connection with the issuance and delivery of the 2004 Bonds; and WHEREAS, because of the current conditions existing in the marketplace for municipal securities such as the 2004 Bonds and the anticipated issuance of the 2004 Bonds as Variable Rate Bonds, the City finds it appropriate to negotiate the sale of the 2004 Bonds; NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: ARTICLE I DEFINITIONS Section 101. Meaning and Words and Terms . Unless otherwise defined in this Series Ordinance, capitalized terms used in this Series Ordinance shall have the respective meanings set forth in the 1998 Bond Ordinance. In addition to words or terms elsewhere defined in this Series Ordinance, the words and terms as used in this Series Ordinance shall have the meanings set forth herein, unless some other meaning is plainly intended. Section 102. Definitions Applicable to the 2004 Bonds if Issued as Variable Rate Bonds . The following words and terms as used in this Series Ordinance shall have the following meanings and shall apply to the 2004 Bonds if such Bonds are initially issued as Variable Rate Bonds: "Alternate Rate" means, on any Rate Determination Date, The Bond Market Association Municipal Swap Index (the "BMA Index") released by Municipal Market Data to its subscribers. In the event that at any time Municipal Market Data ceases to announce the BMA Index, makes a material change in the method of calculating the BMA Index, or in any other way materially modifies the BMA Index, the Remarketing Agent may make such calculations as may be required to determine the relevant index using a formula and method of calculating such index that it reasonably believes will produce the rate that would have been produced by Municipal Market Data as in effect prior to such cessation, change or modification. City of Miami Page 2 of 10 File Id: 03-0226 (Version: 3) Printed On: 8/23/2016 File Number: 03-0226 Enactment Number: 12457 "Authorized Denominations" means with respect to 2004 Bonds (i) in a Commercial Paper Mode, Daily Mode or Weekly Mode, $100,000 and any integral multiple of $5,000 in excess thereof, and (ii) in a Term Rate Mode or Fixed Rate Mode, $5,000 and any integral multiple thereof, provided, however, that if as a result of the change in the Mode of the 2004 Bonds from a Term Rate Mode to a Commercial Paper Mode, Daily Mode or Weekly Mode, it is not possible to deliver all the 2004 Bonds required or permitted to be Outstanding in a denomination permitted above, 2004 Bonds may be delivered, to the extent necessary, in different denominations. "Business Day" means a day other than (i) a Saturday, Sunday or legal holiday, or (ii) a day on which the Paying Agent, the Tender Agent, the Remarketing Agent, the Liquidity Facility Issuer or banks and trust companies in Miami, Florida and New York, New York are authorized or required to remain closed, or are closed for any other reason. "Commercial Paper Mode" means the Mode during which the duration of the Interest Periods and the interest rates are determined under Section 302 hereof "Commercial Paper Rate Bond" means any 2004 Bond while in a Commercial Paper Mode. "Current Mode" means, from time to time, the then -prevailing Mode at which the 2004 Bonds bear interest, as described in Section 301 hereof "Daily Mode" means the Mode during which 2004 Bonds bear interest at a Daily Rate. "Daily Rate" means an interest rate determined pursuant to Section 303 hereof "Electronic Means" means telecopy, facsimile transmission, e-mail transmission or other similar electronic means of communication. "Expiration Date" means the scheduled expiration date of the Liquidity Facility, as such date may be extended from time to time as provided therein, or the date on which such Liquidity Facility shall terminate pursuant to an election to terminate by the City, as directed by the Department. The term "Expiration Date" shall not mean any date upon which such Liquidity Facility is no longer effective by reason of its Termination Date, the date on which all 2004 Bonds are converted to an Auction Rate Mode or the Fixed Rate Mode, or the expiration of such Liquidity Facility by reason of the obtaining of an alternate Liquidity Facility. "Expiration Tender Date" shall have the meaning set forth in clause (a) of Section 505 hereof. "Fiduciary" means the Paying Agent, the Tender Agent, their agents or any or all of them, as may be appropriate. "Fixed Rate" means an interest rate fixed to the maturity date of the 2004 Bonds. "Fixed Rate Mode" means the period during which 2004 Bonds bear interest at a Fixed Rate. "Interest Payment Date" means the following dates upon which interest is payable on the 2004 Bonds: (i) any Principal Payment Date or Mode Change Date; (ii) with respect to a Commercial Paper Rate Bond, the Business Day following the last day of the Interest Period therefor; (iii)with respect to the Daily Mode and the Weekly Mode, the first Business Day of each calendar month; (iv)with respect to the Term Rate Mode, each April 1 and October 1 prior to the Purchase Date and the Purchase Date; City of Miami Page 3 of 10 File Id: 03-0226 (Version: 3) Printed On: 8/23/2016 File Number: 03-0226 Enactment Number: 12457 (v) with respect to the Fixed Rate Mode, each April 1 and October 1, provided that the Interest Payment Dates for the Fixed Rate Mode may be changed in connection with the conversion to such Mode upon receipt of a opinion of Bond Counsel. "Interest Period" means the period of time that any interest rate remains in effect, which period: (i) with respect to a Commercial Paper Rate Bond, shall be the period established by the Remarketing Agent pursuant to Section 302 hereof (ii) with respect to 2004 Bonds in the Daily Mode, shall be the period from and including a Business Day to but excluding the next Business Day; (iii)with respect to 2004 Bonds in the Weekly Mode, shall be the periods from and including the Closing Date (if initially issued in the Weekly Mode) or the Mode Change Date that they began to bear interest at the Weekly Rate to and including the following Tuesday, and thereafter, commencing on each Wednesday to and including Tuesday of the following week; (iv)with respect to 2004 Bonds in the Term Rate Mode, shall be the period from the Mode Change Date to and including the date selected by the City before the Mode Change Date as the last day upon which an interest rate determined by the Remarketing Agent pursuant to Section 304 hereof shall be in effect, and thereafter, shall be the period beginning on the day after the end of the prior Interest Period and ending on the date selected by the City, as directed by the Department, before the end of such prior Interest Period as the last day upon which an interest rate determined by the Remarketing Agent pursuant to Section 304 hereof shall be in effect; provided, that no Interest Period shall extend beyond the day preceding any Mandatory Purchase Date or the Maturity Date; and (v) with respect to 2004 Bonds in the Fixed Rate Mode, shall be the period from and including the Mode Change Date to and including the earlier of the Maturity Date or the date such 2004 Bonds are redeemed or purchased in lieu thereof "Liquidity Amount" means at any time and with respect to: (i) Commercial Paper Rate Bonds, an amount equal to the aggregate principal amount thereof then Outstanding plus an interest amount equal to at least 270 days' interest thereon calculated at the Maximum Rate on the basis of a 365-day year for the actual number of days elapsed; (ii) 2004 Bonds bearing interest at the Daily Rate or Weekly Rate, an amount equal to the aggregate principal amount of the 2004 Bonds of the Series then Outstanding plus an interest amount equal to 36 days' interest thereon calculated at the Maximum Rate on the basis of a 365-day year for the actual number of days elapsed; and (iii) 2004 Bonds in the Term Rate Mode, an amount equal to the aggregate principal amount of such 2004 Bonds then Outstanding plus such interest amount as shall then be available to be drawn under the Liquidity Facility applicable thereto which amount shall not be less than 183 days' interest at the then -applicable Term Rate or Rates. "Liquidity Facility" means any letter of credit, standby bond purchase agreement, line of credit, surety bond, other liquidity facility, or any agreement relating to the reimbursement thereof, which is obtained by the City and is issued by a financial, insurance or other institution and which provides for the payment of the Purchase Price of the 2004 Bonds, including an alternate Liquidity Facility that may be obtained by the City or the Department pursuant to Section 601 hereof "Liquidity Facility Issuer" means the issuer of a Liquidity Facility. "Mandatory Purchase Date" means (i) the Purchase Date of 2004 Bonds in the Commercial Paper Mode or the Term Rate Mode, (ii) any Mode Change Date, (iii) the Substitution Date, (iv) the Expiration Tender Date and (v) the Termination Tender Date. "Maximum Rate" means 12% per annum; provided, however, that in no event shall the City of Miami Page 4 of 10 File Id: 03-0226 (Version: 3) Printed On: 8/23/2016 File Number: 03-0226 Enactment Number: 12457 Maximum Rate exceed the maximum rate permitted by applicable law. "Mode" means the Commercial Paper Mode, the Daily Mode, the Weekly Mode, the Term Rate Mode, or the Fixed Rate Mode. "Mode Change Date" means the date one Mode terminates and another Mode begins. "New Mode" shall have the meaning specified in Section 308 hereof "Notice Parties" means the City, the Department, the Paying Agent, the Remarketing Agent, the Tender Agent, and the Liquidity Facility Issuer. "Officer" means the Executive Director, or the Chief Financial Officer of the Department. "Principal Payment Date" means any date upon which the principal amount of 2004 Bonds is due hereunder at maturity or on any Redemption Date. "Purchase Date" means with respect to any 2004 Bond (i) in the Commercial Paper Mode, the Term Rate Mode or the Fixed Rate Mode (for 2004 Bonds described in Section 504 hereof), the Business Day after the last day of the Interest Period applicable thereto and (ii) during the Daily Mode or Weekly Mode, any Business Day upon which such 2004 Bond is tendered or deemed tendered for purchase pursuant to Section 501 hereof "Purchase Price" means, with respect to any 2004 Bonds, 100% of the principal amount thereof plus accrued interest, if any, to and including the date of such purchase, plus in the case of 2004 Bonds subject to mandatory tender for purchase on a date when such 2004 Bonds are also subject to optional redemption at a premium, an amount equal to the premium that would be payable on such 2004 Bonds if redeemed on such date. "Purchase Fund" means the fund that may be established pursuant to Section 507 hereof "Purchased Bonds" means 2004 Bonds that are purchased on a Purchase Date or Mandatory Purchase Date with immediately available funds transferred to the Tender Agent from amounts available under the Liquidity Facility pursuant to Section 508(b) hereof "Rate Determination Date" means any date on which the interest rate on any 2004 Bonds is required to be determined, being: (i) in the case of any Commercial Paper Rate Bond, the first day of each Interest Period; (ii) in the case of 2004 Bonds in the Daily Mode, each Business Day; (iii) in the case of 2004 Bonds in the Weekly Mode, for any Interest Period commencing on any Mode Change Date, the Business Day immediately preceding the respective Mode Change Date, and for other Interest Periods thereafter, each Tuesday or, if such Tuesday is not a Business Day, the next succeeding day or, if such day is not a Business Day, the Business Day next preceding such Tuesday; and (iv) in the case of 2004 Bonds to be, or continue to be, in the Term Rate Mode or Fixed Rate Mode, a Business Day prior to the first day of an Interest Period. "Record Date" means, with respect to 2004 Bonds (i) in a Commercial Paper Mode, the day (whether or not a Business Day) next preceding each Interest Payment Date, (ii) in the Daily Mode or the Weekly Mode, the opening of business on the Business Day next preceding an Interest Payment Date and (iii) in the Term Rate Mode or the Fixed Rate Mode, the l5th day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date. "Redemption Date" means the date fixed for redemption of 2004 Bonds subject to redemption in any notice of redemption given in accordance with the terms hereof "Remarketing Agent" means the remarketing agent (including any successors or assigns) at the time serving as such for the 2004 Bonds designated pursuant to this Series Ordinance. "Remarketing Agreement" means the remarketing agreement entered into between the City, the Department and the Remarketing Agent with respect to the 2004 Bonds. City of Miami Page 5 of 10 File Id: 03-0226 (Version: 3) Printed On: 8/23/2016 File Number: 03-0226 Enactment Number: 12457 "Substitution Date" means the date on which an alternate Liquidity Facility is to be substituted for a then -existing Liquidity Facility in effect pursuant to Section 601 hereof "Tender Agent" means the Tender Agent (including any successors or assigns) for the 2004 Bonds designated pursuant to this Series Ordinance. "Term Rate" means an interest rate determined pursuant to Section 305 hereof "Term Rate Mode" means the mode during which 2004 Bonds bear interest at a Term Rate. "Termination Date" means, with respect to a Liquidity Facility, both (i) the date on which such Liquidity Facility shall terminate pursuant to its terms or otherwise be terminated prior to its Expiration Date and (ii) the date on which the obligation of the Liquidity Facility Issuer to purchase 2004 Bonds shall terminate; provided, however, that the "Termination Date" shall not mean the date on which such Liquidity Facility shall terminate pursuant to an election to terminate by the City or the date on which any automatic termination or suspension thereof occurs without notice, in accordance with the terms of the Liquidity Facility. "Termination Tender Date" shall have the meaning set forth in clause (b) of Section 505 hereof. "Weekly Mode" means a period of time during which 2004 Bonds bear interest at a Weekly Rate. "Weekly Rate" means an interest rate determined pursuant to Section 304 hereof Section 103. Definitions Applicable to 2004 Bonds Regardless of Rate Structure . The following words and terms as used in this Series Ordinance shall have the following meanings and shall apply to the 2004 Bonds regardless of whether the 2004 Bonds are initially issued as fixed rate bonds or Variable Rate Bonds: "2004 Bonds" means the City's Parking System Revenue Bonds, Series 2004, authorized hereby, as a Series of Additional Bonds under the 1998 Bond Ordinance. "2004 Project" means the projects described in Exhibit "A" attached hereto and by reference incorporated into the body of this Series Ordinance, and may include additional projects that constitute Additional System Facilities under the 1998 Bond Ordinance. "2004 Project Account" means the account in the Construction Fund designated as such created by Section 701 hereof Section 104. Rules of Construction . Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words used herein shall include the plural as well as the singular number. The word "Person" shall include corporations, firms, associations, partnerships, joint ventures, joint stock companies, trusts, unincorporated organizations, and public bodies, as well as natural persons. When used in connection with the amounts on deposit in or to be deposited in any Fund or Account created hereunder, the word "money" shall include Investment Obligations. ARTICLE II AUTHORIZATION OF 2004 Bonds Section 201. Authorization of 2004 Bonds . There shall be issued under and secured by this Series Ordinance and the 1998 Bond Ordinance the 2004 Bonds as a Series of fixed rate or Variable Rate Bonds and Additional Bonds issued pursuant to City of Miami Page 6 of 10 File Id: 03-0226 (Version: 3) Printed On: 8/23/2016 File Number: 03-0226 Enactment Number: 12457 Section 209 of the 1998 Bond Ordinance of the City in an aggregate principal amount not exceeding FORTY-FIVE MILLION DOLLARS ($45,000,000) for the purpose of providing funds, together with any other available funds, to: (a) pay the costs of the acquiring and constructing the 2004 Project; (b) deposit into the Reserve Account an amount, or a Reserve Product in an amount, equal to the Reserve Requirement for the 2004 Bonds; (c) deposit into the Interest Account of the Bond Fund and amount equal to the capitalized interest on the 2004 Bonds during the period that the 2004 Projects are being acquired and constructed; and (d) pay costs of issuance related to the 2004 Bonds. The 2004 Bonds may be issued in multiple series as either tax-exempt or taxable bonds. The 2004 Bonds issued under this Section shall be dated, shall have such Interest Payment Dates, shall be stated to mature (subject to the right of prior redemption as hereinafter set forth) on such date in such year or years, shall have such Paying Agent, shall bear interest, and shall have such Sinking Fund Requirements and redemption provisions, all as are then permitted by law and as are provided in or by the 2004 Bonds. The City hereby delegates to the Chairman or the Director, based upon the recommendation of the Chief Financial Officer (which recommendation may be based upon the advice of the Financial Advisor) the authority to determine whether the 2004 Bonds shall be issued as fixed rate or Variable Rate Bonds, which determination shall be based upon market conditions at or near the time that the 2004 Bonds are to be marketed for sale. Such 2004 Bonds shall be executed in substantially the form set forth in this Series Ordinance, with such changes as may be necessary or appropriate. Section 202. Authentication and Delivery of Bonds. The 2004 Bonds shall be deposited with the Trustee for authentication and delivery. Only such 2004 Bonds as have endorsed thereon a certificate of authentication substantially in the form hereinabove set forth, duly executed by the Trustee, shall be entitled to any benefit or security under this Series Ordinance. No 2004 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 Paying Agent, and such certificate of the Trustee upon any such 2004 Bond shall be conclusive evidence that such 2004 Bond has been duly authenticated and delivered under this Series Ordinance. The Paying Agent's certificate of authentication on any 2004 Bond shall be deemed to have been duly executed if signed by an authorized officer of the Paying Agent, but it shall not be necessary that the same officer sign the certificate of authentication on all of the 2004 Bonds that may be issued hereunder at any one time. 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 Series Ordinance; and (b) such additional certificates, reports and opinions as are required by this Series Ordinance or the 1998 Bond Ordinance for the issuance of the 2004 Bonds as Additional Bonds. When the documents described in paragraphs (a) and (b) of this section have been filed with the Trustee and when the 2004 Bonds have been executed and authenticated as required by this Series Ordinance, the Trustee shall deliver said 2004 Bonds to or upon the order of the purchasers of the 2004 Bonds, but only upon payment to the Trustee of the purchase price of said 2004 Bonds and the accrued interest thereon. The Trustee shall be entitled to rely upon this Series Ordinance, and the 1998 Bond Ordinance as to all matters stated therein. Section 203. Execution and Form of Bonds . The 2004 Bonds shall be signed by, or bear the manual or the facsimile signatures of, the City Manager of the City and the City Clerk, and a facsimile of the official seal of the City shall be imprinted on the 2004 Bonds. In case any officer whose signature or a facsimile of whose signature appears on any 2004 City of Miami Page 7 of 10 File Id: 03-0226 (Version: 3) Printed On: 8/23/2016 File Number: 03-0226 Enactment Number: 12457 Bonds ceases to be such officer before the delivery of such 2004 Bonds, such signature or such facsimile nevertheless shall be valid and sufficient for all purposes the same as if he had remained in office until such delivery, and any Bond may bear the facsimile signature of, or may be signed by, such persons as at the actual time of the execution of such Bond are the proper officers to execute such 2004 Bond although at the date of such 2004 Bond such persons may not have been such officers. The definitive 2004 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: [Form of Variable Rate Bonds] No. $ UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF MIAMI-DADE THE CITY OF MIAMI PARKING SYSTEM REVENUE BONDS SERIES 2004 Interest Rate Maturity Date Original Dated Date CUSIP No. ,20 ,20 Registered Owner: CEDE & CO. Principal Amount: Introduction. The City of Miami (the "City"), a municipal corporation in the County of Miami -Dade, State of Florida, for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, on the Maturity Date identified above (or earlier as hereinafter provided), but solely from the sources hereinafter described, the Principal Amount identified above, in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts upon presentation and surrender hereof at the corporate trust operations office in , or at the corporate trust agency in New York, New York, of , or its successors or assigns, as Paying Agent (the "Paying Agent"), at the option of the Registered Owner hereof, and to pay, solely from such sources, interest on the Principal Amount at the rate or rates of interest and at the times provided for herein. This Bond is one of a duly authorized issue of Bonds designated "The City of Miami, Parking System Revenue Bonds, Series 2004" (the "2004 Bonds") issued by the City under authority of and pursuant to the Constitution and laws of the State of Florida, including, without limitation, Florida Statutes, Chapter 166, as amended and the Charter of the City (the "Act"), and under and pursuant to Ordinance No. 11693 of the City adopted on August 14, 1998 (the "1998 Bond Ordinance"), as supplemented, and in particular, as supplemented by Ordinance No. of the City adopted on , 2003 (the "Series Ordinance", and together with the 1998 Bond Ordinance, the "Bond Ordinance"). As provided in the Bond Ordinance, scheduled payments of principal of, premium, if any, City of Miami Page 8 of 10 File Id: 03-0226 (Version: 3) Printed On: 8/23/2016 File Number: 03-0226 Enactment Number: 12457 and interest on this Bond are payable solely from and secured by a pledge of Net Revenues, and the money and investment Obligations in the funds and accounts established under the Ordinance and the income derived from such Investment Obligations and the investment of such money (excluding the Rebate Fund) for the payment of these Bonds. Scheduled payments of principal of, premium, if any, and interest on this Bond shall expressly exclude the payment of the Purchase Price (as defined in the Series Ordinance) of the 2004 Bonds on a Purchase Date or a Mandatory Purchase Date (each as defined in the Series Ordinance), which Purchase Price shall be paid solely from remarketing proceeds, and amounts available under the Liquidity Facility (as defined in the Series Ordinance). Such pledge is on a parity with certain other bonds heretofore issued under the Series Ordinance. Reference is hereby made to the Series Ordinance for the provisions, among others, relating to the terms of, lien on and security for the 2004 Bonds, the custody and application of the proceeds of the 2004 Bonds, the rights and remedies of the registered owners of the 2004 Bonds and the extent of and limitations on the City's and the City's rights, duties and obligations, the provisions permitting the issuance of additional parity indebtedness, the provisions pursuant to which the 2004 Bond Insurer is given the sole right to exercise certain rights of owners of 2004 Bonds insured by such 2004 Bond Insurer, and the provisions permitting amendments to the Series Ordinance with and without consent of the Bondholders, to all of which provisions the Registered Owner hereof for itself and its successors in interest irrevocably assents by acceptance of this Bond. Copies of the Series Ordinance are on file and available at the principal office of , as Paying Agent and Tender Agent under the Series Ordinance, or its successor as Paying Agent and Tender Agent (herein called the "Paying Agent"). This Bond shall not be or constitute a general indebtedness of the City, or any other political subdivision in the State of Florida, within the meaning of any constitutional, statutory or charter provision or limitation, and it is expressly agreed that this 2004 Bond and the obligation evidenced hereby shall not constitute nor be a lien upon any property of the City except the Net Revenues and other moneys pledged therefor to the extent provided in the Bond Ordinance. Neither the general faith and credit nor the taxing power of the City, the State of Florida or any political subdivision thereof is pledged to the payment of the principal of the 2004 Bonds or any premium or interest thereon and no registered owner of this 2004 Bond shall ever have the right to require or compel the exercise of the ad valorem taxing power of the City, the State of Florida or any political subdivision thereof for the payment of the principal of this Bond or any interest or premium due hereon, and the City is not and shall never be under any obligation to pay the principal of, interest on or any premium with respect to this Bond except from the Net Revenues and other moneys pledged therefor, in the manner provided in the Bond Ordinance. No recourse shall be had for the payment of the principal of or interest on the 2004 Bonds or fo any claim based thereon or on the Bond Ordinance or otherw with respect thereto against any member, officer or employee of the City or any person executing the 2004 Bonds and nothing in the 2004 Bonds or the 2004 Ordinance shall create or give rise to any personal liability of any such member, officer or employee of the City or person executing the 2004 Bonds. The Bonds of this Series are being issued to provide funds, together with any other available funds, to: (a) pay the costs of the acquiring and constructing the 2004 Project; (b) deposit into the Reserve Account an amount, or a Reserve Product in an amount, equal to the Reserve Requirement for the 2004 Bonds; (c) deposit into the Interest Account of the Bond Fund and amount equal to the capitalized interest on the 2004 Bonds during the period that the 2004 Projects are being acquired and constructed; and (d) pay costs of issuance related to the 2004 Bonds. The 2004 Bonds may be issued in multiple series as either tax-exempt or taxable bonds. City of Miami Page 9 of 10 File Id: 03-0226 (Version: 3) Printed On: 8/23/2016 File Number: 03-0226 Enactment Number: 12457 Payment of Interest; Modes. This Series 2004 Bond shall be dated the date of its issuance and shall bear interest from such date. Interest on this Series 2004 Bond is payable on and on each Interest Payment Date thereafter as follows: (i) if this Series 2004 Bond is in a Commercial Paper Mode, a Daily Mode or a Weekly Mode, by wire transfer of immediately available funds to the account specified by the Registered Owner in a written direction received by the Paying Agent on or prior to a Record Date or, if no such account number is furnished, by check or draft mailed by the Paying Agent to the Registered Owner at the address appearing on the books required to be kept by the Paying Agent pursuant to the Series Ordinance, and (ii) if this Series 2004 Bond is in the Term Rate Mode or the Fixed Rate Mode, by draft or check mailed by the Paying Agent to the Registered Owner hereof at its address appearing on the applicable Record Date in the books required to be kept by the Paying Agent pursuant to the Series Ordinance, except that in the case of a Registered Owner of $1,000,000 or more in aggregate principal amount of 2004 Bonds, upon the written request of such Holder to the Paying Agent, received on or prior to a Record Date, specifying the account or accounts to which such payment shall be made, payment of interest when due shall be made by wire transfer of immediately available funds. Any such direction or request shall remain in effect until revoked or revised by such Holder by an instrument in writing delivered to the Paying Agent. This Series 2004 Bond is initially issued in the [Weekly Mode]. The Mode applicable to this Series 2004 Bond may at any time be changed to an Auction Rate Mode, a Commercial Paper Rate Mode, Daily Mode, Weekly Mode, Term Rate Mode or Fixed Rate Mode, all as provided in the Series Ordinance. Under certain circumstances described in the Series Ordinance, the Mode applicable to the 2004 Bonds must be converted to a Fixed Rate Mode. During any Interest Period, as the case may be, in any Mode, the interest rate applicable to this Series 2004 Bond will be determined at the times and in the manner provided in the Series Ordinance. While this Series 2004 Bond is in a Commercial Paper Mode, a Daily Mode or a Weekly Mode, interest hereon shall be calculated on the basis of a year of 365 or 366 days, as appropriate, for the actual number of days elapsed to the Interest Payment Date. While this Series 2004 Bond is in a Term Rate Mode or a Fixed Rate Mode, interest hereon shall be computed on the basis of a year of 360 days composed of twelve 30-day months. Payment of Principal; Redemption Price. In addition to accrued and unpaid interest thereon, the principal or the Redemption Price City of Miami Page 10 of 10 File Id: 03-0226 (Version: 3) Printed On: 8/23/2016