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HomeMy WebLinkAboutO-12778City of Miami Legislation Ordinance: 12778 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 06-00244 Final Action Date: 3/9/2006 (4/STHS VOTE) AN EMERGENCY ORDINANCE OF THE CITY OF MIAMI, FLORIDA, SUPPLEMENTING AND AMENDING ORDINANCE NO. 12457, ADOPTED DECEMBER 18, 2003, THAT AUTHORIZED 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, TO REDESIGNATE THE BONDS AS SERIES 2006 BONDS; ADDING PROVISIONS REQUIRED BY AMBAC ASSURANCE CORPORATION IN ORDER TO PROVIDE FINANCIAL GUARANTY INSURANCE FOR THE PROPOSED BONDS; AMENDING CERTAIN PROVISIONS OF SAID ORDINANCE REQUIRED BY DEPFA BANK PLC, ACTING THROUGH ITS NEW YORK BRANCH, IN ORDER TO PROVIDE LIQUIDITY SUPPORT FOR THE PROPOSED BONDS; CONTAINING A REPEALER PROVISION, A SEVERABILITY CLAUSE AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance No. 11693, enacted by the City of Miami, Florida ("City"), on August 14, 1998 (as supplemented and amended, and in particular, as amended by Ordinance No. 11719, enacted by the City 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 City previously 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, as supplemented by Ordinance No. 12457, adopted by the City Commission December 18, 2003 (the "2003 Ordinance," and together with this Ordinance, the "Series Ordinance"), to finance the cost of certain public parking improvements more particularly described in the 2003 Ordinance (as defined in the 2003 Ordinance, the "2004 Project"); and WHEREAS, the City has determined that it is in the best interest of the citizens and taxpayers of the City that it supplement and amend the 2003 Ordinance to, among other things: (a) ratify the 2003 Ordinance and the delegated actions taken to date by officials of the City and the Department thereunder; (b) redesignate the proposed Additional Bonds to be issued thereunder as "Tax -Exempt Variable Rate Parking System Revenue Bonds of the City of Miami, Florida, Series 2006" (the "Tax -Exempt Series 2006 Bonds") and "Taxable Variable Rate Parking System Revenue Bonds of the City of Miami, Florida, Series 2006" (the "Taxable Series 2006 Bonds" and, together with the Tax -Exempt Series 2006 Bonds, collectively, the "2006 Bonds"); (c) supplement and amend the 2003 Ordinance to provide certain provisions required by Ambac Assurance Corporation in order to obtain a financial guaranty insurance policy and thereby enhance the marketability of the proposed 2006 Bonds; (d) supplement and amend the 2003 Ordinance to provide certain provisions required by DEPFA BANK plc, acting through its New York Branch, in order to obtain liquidity support for the proposed 2006 Bonds; and (e) supplement and amend the 2003 Ordinance to provide certain provisions required by the rating agencies that are currently anticipated to be delivering credit ratings with respect to the 2006 Bonds; and City of Miami Page 1 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 WHEREAS, an emergency exists with respect to the enactment of this Ordinance in that, in order to take advantage of existing market conditions and in order to promptly commence the 2006 Project to promptly meet the parking needs of the citizens and taxpayers of the City, it is necessary that the City market the 2006 Bonds as soon as possible, and immediate enactment of this Ordinance is necessary in order to accomplish such marketing; and WHEREAS, the City Commission by enactment of this Ordinance by at a least four -fifths (4/5ths) vote, hereby waives all notice requirements for the regular enactment of municipal ordinances; and WHEREAS, this Ordinance is hereby declared to be an emergency measure on the grounds of urgent public need for the preservation of peace, health, safety and property of the City; NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Ordinance are adopted by reference and incorporated as if fully set forth in this Section. Section 2. Ordinance No. 12457, adopted December 18, 2003 is amended in the following particulars:{1 } "ARTICLE I AMENDMENTS TO 2003 ORDINANCE SECTION 1.01 Amendments to Article I of the 2003 Ordinance. A. Section 102 of the 2003 Ordinance is hereby amended and supplemented as follows: (i) the term "Auction Rate Mode" is hereby added as follows: "Auction Rate Mode" means the Mode during which the duration of the auction period and the interest rate is determined in accordance with auction rate procedures, which shall be set forth in a supplemental ordinance of the City with respect to the 2006 Bonds as a condition precedent to the conversion of the 2006 Bonds to such Mode. ii) the term "Alternate Rate" is hereby amended in its entirety to mean on any Rate Determination Date, (i) with respect to the Tax -Exempt Series 2006 Bonds, The Bond Market Association Municipal Swap Index (the "BMA Index") released by Municipal Market Data to its subscribers, and (ii) with respect to the Taxable Series 2006 Bonds, LIBOR. 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 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 (iii) the term "Authorized Denominations" is hereby amended in its entirety to mean, with respect to 2006 Bonds (i) in a Commercial Paper Mode, Daily Mode or Weekly Mode, $100,000 and any integral multiple of $5,000 in excess thereof, (ii) in a Term Rate Mode or Fixed Rate Mode, $5,000 and any integral multiple thereof, and (iii) in an Auction Rate Mode, such amount as shall be specified in a supplemental ordinance of the City with respect to the 2006 Bonds, which supplemental ordinance is a condition precedent to the conversion of the 2006 Bonds to an Auction Rate Mode, provided, however, that if as a result of the change in the Mode of the 2006 Bonds from a Term Rate Mode to a Commercial Paper Mode, Daily Mode or Weekly Mode, it is not possible to deliver all the 2006 Bonds required or permitted to be Outstanding in a denomination permitted above, 2006 Bonds may be delivered, to the extent necessary, in different denominations. (iv) the term "Business Day" is hereby amended in its entirety to mean a day other than (a) a Saturday, Sunday or legal holiday, (b) a day that the New York Stock Exchange is authorized or required to remain closed, or are closed for any other reason, or (c) a day on which the Paying Agent, the Tender Agent, the Remarketing Agent, the Liquidity Facility Issuer, the 2006 Bond Insurer 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. (v) the term "Current Mode" is hereby amended in its entirety to mean, from time to time, the then -prevailing Mode at which the 2006 Bonds bear interest, as described in Section 308(b) hereof. The initial Mode for the 2006 Bonds will be the Weekly Mode and the Interest Payment Date with respect to the 2006 Bonds shall be the first Business Day of the calendar month following the month in which the closing date for the 2006 Bonds occurs, provided however, that if closing occurs late in a particular calendar month and the Liquidity Amount of the Liquidity Facility is sufficient to cover interest through the first Business Day of the second calendar month following the month in which the closing date for the 2006 Bond occurs, then the initial Interest Payment Date shall be the first Business Day of the second calendar month. (vi) the term "Interest Payment Date" is hereby amended to add the following subclause (vi) as follows: (vi) with respect to 2006 Bonds in an Auction Rate Mode, such dates as shall be provided in a supplemental ordinance of the City with respect to the 2006 Bonds in an Auction Rate Mode, which ordinance shall be adopted as a condition precedent to the conversion of the 2006 Bonds to an Auction Rate Mode. (vii) The term "Interest Period" is hereby amended to replace clause (iii) thereunder in its entirety as follows: (iii) with respect to 2006 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 Wednesday, and thereafter, commencing on each Thursday to and including Wednesday of the following week; (viii) The term "LIBOR" is hereby added in its entirety as follows: "LIBOR" shall mean the British Bankers' Association Interest Settlement Rate per annum for deposits in Dollars for the relevant Interest Period appearing on the display designated as Page City of Miami Page 3 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 3750 on the Dow Jones Markets Service (or such other page on that service or such other service designated by the British Banker's Association for the display of such Association's Interest Settlement Rates for Dollar deposits) as of 11:00 a.m. (London, England time) on the day that is two Business Days prior to the first day of such Interest Period or if such Page 3750 is unavailable for any reason at such time, the rate which appears on the Reuters Screen ISDA Page as of such date and such time; provided, that if the Remarketing Agent determines that the relevant foregoing sources are unavailable for the relevant Interest Period, LIBOR shall mean the rate of interest determined by the Remarketing Agent to be the average (rounded upward, if necessary, to the nearest 1/100th of 1 %) of the rates per annum at which deposits in Dollars are offered to financial institutions in the United States two (2) Business Days preceding the first day of such Interest Period by leading banks in the London interbank market as of 10:00 a.m. for delivery on the first day of such Interest Period, for the number of days comprised therein. (ix) the term "Liquidity Amount" is hereby amended in its entirety to mean 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 set forth in Section 301(c) hereof; (ii) 2006 Bonds bearing interest at the Daily Rate or Weekly Rate, an amount or amounts equal to the aggregate principal amount of the 2006 Bonds then Outstanding plus an interest amount equal to 35 days' interest thereon calculated at the Maximum Rate on the basis set forth in Section 301(c) hereof; and (iii) 2006 Bonds in the Term Rate Mode, an amount equal to the aggregate principal amount of such 2006 Bonds then Outstanding plus such interest amount as shall then be available to be drawn under the Liquidity Facility or Facilities applicable thereto which amount shall not be less than 183 days' interest at the then -applicable Term Rate or Rates on the basis set forth in Section 301(c) hereof. The initial Liquidity Amounts of the initial Liquidity Facilities shall be an amount to support the Tax -Exempt Series 2006 Bonds and the Taxable Series 2006 Bonds, respectively, bearing interest only at the Daily Rate or Weekly Rate. (x) the term "Liquidity Facility" is hereby amended in its entirety to mean any one or more letters of credit, standby bond purchase agreements, lines of credit, surety bonds, other liquidity facilities, or any agreements relating to the reimbursement thereof, which are obtained by the City or the Department and are issued by a financial, insurance or other institution and which provides for the payment of the Purchase Price of the 2006 Bonds, including an alternate Liquidity Facility or Facilities that may be obtained by the City or the Department pursuant to Section 601 hereof. The initial Liquidity Facility shall initially be issued with Liquidity Amounts sufficient to provide for the payment of the Purchase Price of the 2006 Bonds in a Daily Mode or Weekly Mode. Separate Liquidity Facilities may be issued for the Tax -Exempt Series 2006 Bonds and the Taxable Series 2006 Bonds and any and all references in this Ordinance and the 2003 Ordinance to the Liquidity Facility shall be deemed to collectively refer to such Liquidity Facilities. (xi) the term "Maturity Date" is hereby added to the 2003 Ordinance and means the maturity date specified on the face of each 2006 Bond. (xii) the term "Mode" is hereby amended in its entirety to mean the Auction Rate Mode, the Commercial Paper Mode, the Daily Mode, the Weekly Mode, the Term Rate Mode or the Fixed Rate Mode. The 2006 Bonds shall initially be issued in the Weekly Mode. (xiii) the term "Maximum Rate" is hereby amended in its entirety to mean the lesser of: (i) (a) 12% per City of Miami Page 4 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 annum, or (b) in the case of Purchased Bonds, the per annum rate provided in the Liquidity Facility, or (ii) the maximum annual rate permitted by Florida law. (xiv) the term "Notice Parties" is hereby amended in its entirety to mean the City, the Department, the Paying Agent, the Remarketing Agent, the Tender Agent, the 2006 Bond Insurer and the Liquidity Facility Issuer. (xv) the term "Purchase Date" is hereby amended in its entirety to mean with respect to any 2006 Bond (i) in the Commercial Paper Mode, or the Term Rate Mode, 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 2006 Bond is tendered or deemed tendered for purchase pursuant to Section 501 hereof. (xvi) the term "Purchase Price" is hereby amended in its entirety to mean, with respect to any 2006 Bonds, 100% of the principal amount thereof plus accrued interest, if any, to and including the date of such purchase, provided further, that the Purchase Price shall not include premium, if any, due on the 2006 Bonds. (xvii) the term "Purchased Bonds" is hereby amended in its entirety to mean 2006 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 509(b) hereof. (xviii) the term "Record Date" is hereby amended to add the following sentence at the end of the definition of such term: With respect to 2006 Bonds in an Auction Rate Mode, such date as shall be provided in a supplemental ordinance of the City with respect to the 2006 Bonds in an Auction Rate Mode, which ordinance shall be adopted as a condition precedent to the conversion of the 2006 Bonds to an Auction Rate Mode. (xix) the terms "2004 Bonds," is hereby replaced and amended in its entirety with the term "2006 Bonds" which means, collectively, the City's Tax -Exempt Series 2006 Bonds and its Taxable Series 2006 Bonds authorized hereby, as Series of Additional Bonds under the 1998 Bond Ordinance. All references to the 2004 Bonds in the 2003 Ordinance shall be deemed to refer to the 2006 Bonds. (xx) the term "2004 Project" is hereby replaced and amended in its entirety with the term "2006 Project" which means the projects described in Exhibit "A" attached hereto and by reference incorporated into the body of the Series Ordinance. (xxi) any and all references in the 2003 Ordinance to the term "2004 Project Account" shall hereinafter be deemed to refer to the term "2006 Project Account" and the subaccounts establisehd thereunder with respect to the Tax -Exempt and Taxable Series 2006 Bonds. (xxii) the term "2006 Bond Insurance Policy" is hereby added to the 2003 Ordinance and means the financial guaranty insurance policy issued by the 2006 Bond Insurer insuring the payment when due of the principal of and interest on the 2006 Bonds as provided therein. (xxiii) the term "2006 Bond Insurer" is hereby added to the 2003 Ordinance and means Ambac Assurance Corporation, a Wisconsin -domiciled stock insurance company. Any and all references in City of Miami Page 5 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 the 2003 Ordinance to the issuer of a bond insurance policy for the 2006 Bonds shall be deemed to refer to the 2006 Bond Insurer. (xxiv) the term "2006 Surety Policy" is hereby added to the 2003 Ordinance and means the surety bond issued by the 2006 Bond Insurer guaranteeing certain payments into the Reserve Account with respect to the 2006 Bonds as provided therein and subject to the limitations set forth therein. (xxv) the term "Termination Date" is hereby amended in its entirety to mean with respect to a Liquidity Facility, the date on which the obligation of the Liquidity Facility Issuer to purchase 2006 Bonds shall terminate in connection with the delivery of a Notice of Termination Date (as defined in the Liquidity Facility). B. Section 104 of the 2003 Ordinance, entitled "Rules of Construction" is hereby amended to add the following sentences: "Any and all references to a time certain in the 2003 Ordinance and this Ordinance shall be deemed to refer to New York, New York time. To the extent that a capitalized term is used herein but not defined in this Ordinance, the 2003 Ordinance or the 1998 Bond Ordinance, the applicable defined terms used in the Liquidity Facility shall apply to the capitalized terms used herein." SECTION 1.02 Amendments to Article II of the 2003 Ordinance. Article II of the 2003 Ordinance is hereby amended and supplemented as follows: A. The references to the terms "Paying Agent" in Section 202 of the 2003 Ordinance and "Bond Registrar" in the second paragraph of Section 205 of the 2003 Ordinance are hereby amended to refer to "Trustee." B. Section 207(a) of the 2003 Ordinance is hereby amended and restated in its entirety as follows: (a) any premium shall be deposited to the credit of the Interest Account; C. Section 207(b) of the 2003 Ordinance is hereby amended to add the expenses of the Liquidity Facility Issuer (if any) and its counsel and any surety policy premium related to the issuance of the 2006 Bonds as expenses payable from the cost of issuance subaccount described therein. SECTION 1.03 Amendments to Article III of the 2003 Ordinance. Article III of the 2003 Ordinance is hereby amended and supplemented as follows: A. Any references in Section 301(a) of the 2003 Ordinance to the books required to be kept by the Paying Agent shall be deemed to refer to the Bond Registrar. B. Section 301(e) of the 2003 Ordinance is hereby amended and restated in its entirety as follows: (e) Until remarketed in accordance with this Series Ordinance, and notwithstanding any other provisions of this Series Ordinance or the 1998 Bond Ordinance to the contrary, 2006 Bonds that constitute Purchased Bonds shall bear interest at the Bank Rate (as defined in the Liquidity Facility) and shall be payable at such times, in such amounts and in such manner as set forth in the Liquidity Facility. City of Miami Page 6 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 C. Section 302(b) of the 2003 Ordinance is hereby amended to provide that the Remarketing Agent shall give notice by Electronic Means to the Notice Parties. D. Section 306 of the 2003 Ordinance is hereby amended in its entirety as follows: Section 306. Failure to Establish Term Rate or a Fixed Rate. If, for any reason, a Term Rate or Fixed Rate cannot be established on a Purchase Date, the 2006 Bonds will be changed automatically to the Weekly Mode on the Purchase Date; provided, however, that a Liquidity Facility must be in effect. E. Section 307 of the 2003 Ordinance is hereby amended in its entirety as follows: Alternate Rate for Interest Calculation. If the Remarketing Agent fails to determine the interest rate(s) or Interest Periods with respect to the 2006 Bonds, or if the method of determining the interest rate(s) or Interest Periods with respect to the 2006 Bonds shall be held to be unenforceable by a court of law of competent jurisdiction, then the 2006 Bonds shall thereupon (until such time as the Remarketing Agent again makes such determination, or until there is delivered to the City and the Remarketing Agent an opinion of Bond Counsel regarding the tax-exempt status of the 2006 Bonds, if applicable) bear interest at: (a) the Weekly Rate, in the case of 2006 Bonds bearing interest at the Commercial Paper Rate Bonds and 2006 Bonds in the Daily Mode and Term Rate Mode; (b) such rate as shall be provided in a supplemental ordinance in the case of 2006 Bonds bearing interest in an Auction Rate Mode; and (c) the Alternate Rate, in the case of 2006 Bonds in the Weekly Mode. F. Section 308 of the 2003 Ordinance is hereby amended in its entirety as follows: Section 308. Changes in Mode. (a) Changes. Any Mode, other than a Fixed Rate Mode, may be changed to any other Mode at the times and in the manner hereinafter provided. Subsequent to such change in Mode, the 2006 Bonds may be changed to a different Mode at the times and in the manner hereinafter provided. Any 2006 Bonds converted to a Fixed Rate Mode shall not be changed to any other Mode. (b) Notice of Intention to Change Mode. The City shall give written notice to the Notice Parties of its intention to effect a change in the Mode from the Mode then prevailing (the "Current Mode") to another Mode (the "New Mode") specified in such written notice, together with the proposed Mode Change Date. Such notice shall be given at least 15 days prior to the Mode Change Date if the Current Mode is the Daily Mode, the Weekly Mode or the Commercial Paper Mode; such notice shall be given at least 30 days prior to the Mode Change Date if the Current Mode is the Term Rate Mode. (c) General Provisions Applying to Changes from One Mode to Another. (i) The Mode Change Date must be a Business Day. Additionally, the Mode Change Date: (A) from the Commercial Paper Mode shall be the last Purchase Date for the Commercial Paper Rate Bonds with respect to which a change is to be made; and (B) from a Term Rate Mode shall be the Purchase Date of the current Interest Period. (ii) On or prior to the date the City provides the notice to the Notice Parties pursuant to Section City of Miami Page 7 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 308(b) hereof, the City shall deliver to the Notice Parties written notice from Bond Counsel to the effect that Bond Counsel expects to be able to deliver its opinion on the Mode Change Date to the effect that such change in Mode shall not adversely affect the tax-exempt status of the 2006 Bonds, if applicable. (iii) No change in Mode will become effective unless all conditions precedent thereto have been met and the following items shall have been delivered to the City, the Paying Agent and the Remarketing Agent by 2:30 p.m. on the Mode Change Date, or such later time as is acceptable to the City, the Paying Agent and the Remarketing Agent, on the Mode Change Date: (A) Except in the case of a change in Mode pursuant to Section 306 or Section 308(c)(v) hereof, an opinion of Bond Counsel dated as of the Mode Change Date to the effect that such Mode change shall not adversely affect the tax-exempt status of the 2006 Bonds, if applicable; (B) With respect to a change in the Mode to the Daily Rate Mode, Weekly Rate Mode, Commercial Paper Rate Mode or Term Rate Mode (other than a change in Mode between the Daily Rate Mode and the Weekly Rate Mode or the Weekly Rate Mode and the Daily Rate Mode), a Liquidity Facility with the applicable Liquidity Amount for such Mode; (C) With respect to a change in Mode that requires a new Liquidity Facility (or an amendment to an existing Liquidity Facility), the receipt from each rating agency then rating the 2006 Bonds of a confirmation of the ratings assigned to the 2006 Bonds upon the delivery of such new Liquidity Facility (or amendment to such existing Liquidity Facility); (D) Except for a change in Mode from a Daily Mode to a Weekly Mode, the written consent of the 2006 Bond Insurer, provided however, that upon the occurrence of an Event of Default with respect to the Bonds, all changes in Mode shall be subject to the written consent of the 2006 Bond Insurer; and (E) With respect to any change in Mode to an Auction Rate Mode, a supplemental ordinance of the City which amends, modifies and supplements the Series Ordinance and sets forth the terms and provisions applicable to the 2006 Bonds in the Auction Rate Mode, including among other things, auction procedures and the designation of an auction agent. (iv) If all conditions to a Mode change are met, the Interest Period(s) for the New Mode shall commence on the Mode Change Date and the Interest Rate(s) (together, in the case of a change to the Commercial Paper Mode, with the Interest Period(s)) shall be determined by the Remarketing Agent in the manner provided in Sections 302, 303, 304 and 305 hereof, as applicable. (v) With respect to a change in the Mode, in the event the foregoing conditions of this Section 308(c) (iii) have not been satisfied by the Mode Change Date, the New Mode shall not take effect and the 2006 Bonds that are the subject of the Mode Chance Notice will be changed to 2006 Bonds in the Weekly Mode on the Mode Change Date; provided, however, that a Liquidity Facility must be in effect. G. Section 310(c) of the 2003 Ordinance is hereby amended in its entirety as follows: (c) if during the period that the 2006 Bonds are Outstanding, the 2006 Bonds are held as Purchased City of Miami Page 8 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 Bonds for a period of 45 consecutive days or more; or SECTION 1.04 Amendments to Article IV of the 2003 Ordinance. A. The reference in Section 402 of the 2003 Ordinance to Section 710 of the 1998 Bond Ordinance is hereby amended to refer to Section 302 of the 1998 Bond Ordinance. B. Section 403(b)(i) of the 2003 Ordinance is hereby amended to add the following sentence: "So long as the Liquidity Facility is in effect with respect to the 2006 Bonds, the redemption price for the 2006 Bonds subject to mandatory redemption shall equal par, plus accrued interest to the redemption date." C. Section 403(b)(iii) is hereby added to the 2003 Ordinance as follows: (iii) Purchased Bonds shall be subject to mandatory redemption in the amounts and on such dates as are set forth in the Liquidity Facility. D. Section 403(c) of the 2003 Ordinance is hereby amended in its entirety as follows: (c) Redemption in Part. In the event of redemption of less than all the 2006 Bonds, then the 2006 Bonds or portions thereof to be redeemed shall be selected by the Paying Agent by lot in such manner as the Paying Agent in its discretion may determine; provided, however, the 2006 Bonds to be redeemed shall be in Authorized Denominations; and provided, further, any 2006 Bonds which are Purchased Bonds shall be redeemed prior to any other 2006 Bonds. New 2006 Bonds representing the unredeemed balance of the principal amount thereof shall be issued to the Holder thereof, without charge therefor. Any new 2006 Bond issued pursuant to this Section 403(c) shall be executed by the City and authenticated by the Trustee and shall be in any Authorized Denominations in an aggregate unpaid principal amount equal to the unredeemed portion of such 2006 Bond surrendered. SECTION 1.05 Amendments to Article V of the 2003 Ordinance. A. The references in Section 501 to the Paying Agent are hereby amended to refer to the Remarketing Agent. B. The title of Section 504 is hereby amended to read: "Mandatory Purchase at the End of Term Rate Period" and the second paragraph of Section 504 of the 2003 Ordinance is hereby deleted in its entirety. C. Section 506(d) of the 2003 Ordinance is hereby amended to delete the references to the Fixed Rate Mode therein. D. Section 507 of the 2003 Ordinance is hereby amended in its entirety as follows: Section 507 Purchase Fund. A Purchase Fund or Account and separate accounts or subaccounts thereunder for the Tax -Exempt Series 2006 Bonds and the Taxable Series 2006 Bonds shall be established and held by the Tender Agent. Such Purchase Fund or Account (and the accounts or subaccounts thereunder) may be City of Miami Page 9 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 established for the purpose of depositing moneys obtained from (a) the remarketing of 2006 Bonds, and (b) draws under a Liquidity Facility, and such deposited moneys: (i) shall be used solely to pay the Purchase Price of 2006 Bonds or to reimburse a Liquidity Facility Issuer for a drawing on the Liquidity Facility to pay the Purchase Price of 2006 Bonds, (ii) shall not be invested, (iii) shall not be co -mingled with any other moneys held by the Tender Agent, (iv) shall not be subject to the pledge of security to the Bondholders set forth in Section 804 of the Series Ordinance or in the 1998 Bond Ordinance, and (v) shall not be available to pay the fees, costs or expenses of the Trustee, the Paying Agent, the Tender Agent or the Remarketing Agent. E. The last sentence of the introductory paragraph of Section 508 shall be amended as follows: "No 2006 Bonds shall be remarketed to the City or the Department." F. Any and all references in Section 508 to tendered 2006 Bonds shall be deemed to refer to tendered 2006 Bonds or 2006 Bonds that are deemed tendered. G. The last sentence of Section 508(e) is hereby amended as follows: "Such funds shall be held by the Tender Agent uninvested and shall not be co -mingled with any other monies held by the Tender Agent." H. The references to the "City" in the last paragraph of Section 509 shall be deemed to refer to the "City and the Department," and the following sentence shall be added to the end of Section 509: A Liquidity Facility shall be available to be drawn on to pay the Purchase Price of the 2006 Bonds that constitute "Eligible Bonds" as and to the extend that such term is defined in such Liquidity Facility. I. The second sentence of Section 510 of the 2003 Ordinance is hereby amended as follows: "The 2006 Bonds purchased with moneys provided by the Liquidity Facility Issuer shall be deemed Purchased Bonds and shall be delivere at thedrctioLquidity Facity (suer" and the last sentence of Section 510 is hereby amended to add the phrase "in an amount equal to the principal of and interest on, if any, the Purchased Bonds to be released. SECTION 1.06 Amendments to Article VI of the 2003 Ordinance. A. The first sentence of the introductory paragraph of Section 601 of the 2003 Ordinance is hereby amended as follows: "The City and the Department shall obtin an initial Liquidity Facility for the 2006 Bonds, and shall maintain a Liquidity Amount that is appropriate to the Mode then applicable to the 2006 Bonds." B. The second sentence of Section 601 (a) of the 2003 Ordinance is hereby amended to change the reference to the "Liquidity Facility" to "alternate Liquidity Facility," and the following sentence shall be added to the end of Section 601(a): "The Paying Agent shall draw on the Liquidity Facility (rather than the alternate Liquidity Facility), as necessary to pay the Purchase Price of 2006 Bonds that are tendered or deemed tendered on the Substitution Date and shall not surrender the Liquidity Facility until drawing is honored." C.The first sentence of Section 601(b) is hereby amended to include a rating downgrade to less than "F1" by Fitch and the second sentence of Section 601(b) is hereby amended to include a short term credit rating of the alternate Liquidity Facility Provider of not less than "F1" by Fitch. City of Miami Page 10 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 SECTION 1.07 Amendments to Article VII of the 2003 Ordinance. A. Section 701 of the 2003 Ordinance is hereby amended by adding the following paragraph at the end of such Section: There is hereby established within the 2006 Project Account two separate subaccounts which shall be designated the "2006 Tax -Exempt Project Subaccount" and the "2006 Taxable Project Subaccount" and within the Cost of Issuance Subaccount two separate accounts which shall be designated the "2006 Tax -Exempt Cost of Issuance Account" and the "2006 Taxable Cost of Issuance Account." Such subaccounts and accounts shall be used to properly segregate and account for the use of the proceeds of the Tax -Exempt Series 2006 Bonds and the Taxable Series 2006 Bonds. SECTION 1.08 Amendments to Article VIII of the 2003 Ordinance. A. The first sentence of Section 801 of the 2003 Ordinance is hereby amended to add the following introductory phrase: "Except as otherwise provided in Section 507 hereof with respect to money in the Purchase Fund, or Account," and to add the following phrase to the last sentence of Section 801 of the 2003 Ordianance: ", and may establish subaccounts and accounts thereunder to separately account for the deposit and application of the proceeds of the Tax -Exempt Series 2006 Bonds and the Taxable Series 2006 Bonds." B. The second paragraph of Section 802 of the 2003 Ordinance shall be amended in its entirety as follows: 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 2006 Bonds or the interest thereon have become payable shall, subject to satisfaction of any obligation then due and owing under the Liquidity Facility, 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 by the Department, officer, board or body, without any interest thereon, and the Trustee shall have no responsibility with respect to such money. C. Clause (c) of the introductory paragraph of Section 804 of the 2003 Ordinance is hereby amended in its entirety as follows: (c) the money and Investment Obligations in any and all of the Funds and Accounts established under the 1998 Bond Ordinance (other than Funds and Accounts established for another Series of Bonds) and this Series Ordinance the income from such Investment Obligations and the investment of such money, provided however, that notwithstanding the foregoing, the Purchase Fund is pledged solely as set forth in Section 507 hereof. SECTION 1.09 Amendments to Article IX of the 2003 Ordinance. The following introductory phrase is hereby added to Section 902 of the 2003 Ordinance: "Except for money on deposit in the Purchase Fund," or as otherwise provided in this Ordinance or the 2003 Ordinance." SECTION 1.10 Amendments to Article XII of the 2003 Ordinance. City of Miami Page 11 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 A. Section 1202 of the 2003 Ordinance is hereby amended in its entirety to read as follows: Section 1202. Applicability of Article IX of the 1998 Bond Ordinance to the Trustee, Tender Agent and Paying Agent for the 2006 Bonds. The terms and provisions of Article IX of the 1998 Bond Ordinance shall apply equally to the 2006 Bonds and to the Trustee or the Paying Agent and Tender Agent for the 2006 Bonds. In particular, the provisions of Sections 902 through 915 of Article IX of the 1998 Bond Ordinance shall apply to the Trustee, the Paying Agent and the Tender Agent for the 2006 Bonds where applicable and appropriate to their respective rights, duties and obligations under this Ordinance and the 2003 Ordinance. In furtherance thereof, the terms "Tender Agent" or "Paying Agent" shall be deemed substituted for the term "Trustee" when applying such Sections to the Tender Agent or Paying Agent. In addition, in connection with the resignation and removal of the Trustee, Tender Agent or Paying Agent pursuant to Section 911 of the 1998 Bond Ordinance, the resignation or removal of the Trustee, Tender Agent and Paying Agent, and the appointment of a successor Trustee, Tender Agent and Paying Agent shall also be subject to the transfer by such predecessor Trustee, Tender Agent or Paying Agent of any and all amounts on deposit in any Funds and Accounts with respect to the 2006 Bonds to the successor Trustee, Tender Agent or Paying Agent, as applicable, immediately prior to such resignation or removal and appointment. Section 1.11 Amendments to Article XIV of the 2003 Ordinance. A. Section 1412(a) of the 2003 Ordinance is hereby amended to include any changes in the Trustee as a notice event in such Section 1411 (a). B. Section 1412 of the 2003 Ordinance is hereby amended in its entirety to read as follows: Section 1412. Except as otherwise expressly provided herein, nothing in this Series 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, the Liquidity Facility Issuer, the 2006 Bond Insurer and the Holders of 2006 Bonds issued under and secured by this Series Ordinance, any right, remedy or claim, legal or equitable, under or by reason of this Series Ordinance. This Series Ordinance is intended to be for the sole and exclusive benefit of the City, the Board, the Department, the Trustee the Liquidity Facility Issuer, the 2006 Bond Insurer and the Holders of 2006 Bonds. ARTICLE II PROVISIONS RELATED TO THE 2006 BOND INSURANCE POLICY AND THE 2006 BOND INSURER The provisions of this Article II relating to the 2006 Bondlnsurance Policy and the 2006 Bond Insurer shall apply to the 2006 Bonds so long as such 2006 Bond Insurance Policy is in full force and effect, the 2006 Bond Insurer has satisfied its payment obligations under the 2006 Bond Insurance Policy, and any 2006 Bonds shall remain Outstanding. Such provisions shall govern, notwithstanding anything to the contrary set forth in the Series Ordinance or the 1998 Bond Ordinance. City of Miami Page 12 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 SECTION 2.01 Supplemental Definitions Applicable to the 2006 Bonds. The terms "Outstanding," and "Investment Obligations" as defined in the 1998 Bond Ordinance and applicable to the 2006 Bonds shall have the following meanings with respect to the 2006 Bonds: A. "Outstandng" when used in connection with the 2006 Bonds, shall specifically include (in addition to the definition of "Outstanding" as provided in the 1998 Bond Ordinance) any 2006 Bonds, the principal and/or interest on which shall have been paid by the 2006 Bond Insurer pursuant to the 2006 Bond Insurance Policy. B. "Investment Obligations" shall mean the following investments, provided, that the foregoing are permitted by applicable Florida laws and the applicable investment policies of the Department provided however, that only Investment Obligations described in (i) and (ii) below shall be permitted Investment Obligations for all purposes, including the investment of funds deposited into escrow accounts to defease the 2006 Bonds, provided further, that any security used for defeasance must provide for the timely payment of principal and interest. Such Investment Obligations cannot be callable or prepayable prior to maturity or earlier redemption of the rated debt (excluding securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date), and provided further, that Investment Obligations described in (iii) through (xi) below shall be permitted Investment Obligations for all other purposes other than the investment of funds deposited into escrow accounts to defease the 2006 Bonds: (i) cash (insured at all times by the Fderal Deposit Insurane Corporation); (i) obligations of, or obligations guaranteed as to principal and interest by, the United States or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the United States, including U.S. treasury obligations, all direct or fully guaranteed obligations, Farmers Home Administration, General Services Administration,Guaranteed Title XI financing, Government National Mortgage Association (GNMA), and State and Local Government Series; (iii) obligations of any of the following federal agencies which obligations represent the full faith and credit of the United States of America, including Export -Import Bank, Rural Economic Community Development Administration, U.S. Maritime Administration, Small Business Administration, U.S. Department of Housing & Urban Development (PHAs), Federal Housing Administration, and Federal Financing Bank; (iv) direct obligations of any of the following federal agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America: senior debt obligations issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC), obligations of the Resolution Funding Corporation (REFCORP), senior debt obligations of the Federal Home Loan Bank System, and senior debt obligations of other Government Sponsored Agencies approved by the 206 Bond Insurer; (v) U.S. dollar denominated deposit accounts, federal funds and bankers' acceptances with domestic commercial banks which have a rating on their short term certificates of deposit on the date of purchase of "P-1" by Moody's and "A-1" or "A-1+" by S&P and maturing not more than 360 calendar days after the date of purchase; ratings on holding companies are not considered as the rating of the bank; (vi) Commercial paper which is rated at the time of purchase in the single highest classification, "P-1" by Moody's and "A-1 +" by S&P and which matures not more than 270 calendar days after the date of City of Miami Page 13 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 purchase; (vii) Investments in a money market fund rated "AAAm" or "AAAm-G" or better by S&P; (viii) Pre -refunded Municipal Obligations defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (a) which are rated, based on an irrevocable escrow account or fund (the "escrow"), in the highest rating category of Moody's or S&P or any successors thereto; or (b) which are (i) fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in subsection (ii) of the definition of "Investment Obligations" above, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the Maturity Date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the Maturity Date or dates specified in the irrevocable instructions referred to above, as appropriate; (ix) Municipal Obligations rated "Aaa/AAA/AAA" or general obligations of States with a rating of "A2/A/A" or higher by any two of Moody's, S&P and Fitch; (x) Investment Agreements approved in writing by the 2006 Bond Insurer (supported by appropriate opinions of counsel); and (xi) other forms of investments (including repurchase agreements) approved in writing by 2006 Bond Insurer. The value of any of the above Investment Obligations shall be determined as follows: For the purpose of determining the amount in any fund, all Investment Obligations credited to such fund shall be valued at fair market value. The Trustee shall determine the fair market value based on accepted industry standards and from accepted industry providers. Accepted industry providers shall include but are not limited to pricing services provided by Financial Times Interactive Data Corporation, Merrill Lynch, Salomon Smith Barney, Bear Stearns, or Lehman Brothers. As to certificates of deposit and bankers' acceptances: the face amount thereof, plus accrued interest thereon and as to any investment not specified above: the value thereof established by prior agreement among the Department, the Trustee, and 2006 Bond Insurer. SECTION 2.02 Consent of the 2006 Bond Insurer. A. Consent of 2006 Bond Insurer. Any provision of the Series Ordinance or the 1998 Bond Ordinance expressly recognizing or granting rights in or to the 2006 Bond Insurer may not be amended in any manner which affects the rights of the 2006 Bond Insurer hereunder without the prior written consent of the 2006 Bond Insurer. The 2006 Bond Insurer reserves the right to charge the Department a fee for any consent to amendment to the Series Ordinance or the 1998 Bond Ordinance while the 2006 Bond Insurance Policy is outstanding with respect to the 2006 Bonds. B. Consent of 2006 Bond Insurer. Unless otherwise provided in this Article II, the 2006 Bond Insurer's City of Miami Page 14 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 consent shall be required in lieu of Bondholder consent for the following purposes: (i) the execution of ordinances that supplement the Series Ordinance or the 1998 Bond Ordinance or any amendment or change to or modification of the Series Ordinance or the 1998 Bond Ordinance (ii) the removal of the Trustee, Tender Agent, Paying Agent and Remarketing Agent and selection or appointment of any successor Trustee, Tender Agent, Paying Agent or Remarketing Agent, or (iii) the initiation or approval of any action not described in (i) and (ii) above which requires Bondholder consent. In addition, the prior written consent of the 2006 Bond Insurer shall be required in connection with the substitution of the Liquidity Facility with an alternate Liquidity Facility, or consenting to any amendments to the Liquidity Facility other than those that have no impact on the 2006 Bond Insurer. C. Consent of 2006 Bond Insurer in Event of Insolvency of the City or the Department. Any reorganization or liquidation plan with respect to the City or the Department must be acceptable to the 2006 Bond Insurer. In the event of any reorganization or liquidation of the City or the Department, the 2006 Bond Insurer shall have the right to vote on behalf of all Bondholders of 2006 Bonds supported by the 2006 Bond Insurance Policy. D. Consent of the 2006 Bond Insurer upon Default. Anything in the Series Ordinance or the 1998 Bond Ordinance to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default with respect to the 2006 Bonds, the 2006 Bond Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted to the Bondholders or the Trustee for the benefit of the Bondholders under the Series Ordinance or the 1998 Bond Ordinance. SECTION 2.03 Notices and Information to be given the 2006 Bond Insurer. While the 2006 Bond Insurance Policy is in effect, the City and the Department or the Trustee, at the expense of the Department, shall furnish the following upon request of the 2006 Bond Insurer: A. to the attention of the Surveillance Department (or such other department directed in writing by the 2006 Bond Insurer): (i) a copy of any financial statement, audit and/or annual report of the Department; (ii) a copy of any notices to be received under the continuing disclosure undertaking authorized with respect to the 2006 Bonds, if any; (iii) a copy of any notice to be given to Bondholders, including, without limitation, notice of any redemption of or defeasance of 2006 Bonds and any certificate which may be rendered pursuant to the Series Ordinance or the 1998 Bond Ordinance relating to the security for the 2006 Bonds; and (iv) such additional information that the 2006 Bond Insurer may reasonably request. B. to the attention of the General Counsel's Office: (i) a notice from the Trustee of any failure of the Department to provide relevant notices, certificates, etc.; and (ii) notwithstanding any other provisions of the Series Ordinance or the 1998 Bond Ordinance, the Trustee shall immediately notify the 2006 Bond Insurer if at any time there are insufficient moneys to make any payments of principal and/or interest on the 2006 Bonds as required, and immediately, upon the occurrence of any Event of Default hereunder. C. The City and the Department, respectively, will permit the 2006 Bond Insurer to discuss the affairs, City of Miami Page 15 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 finances, and accounts of the Department or any information the 2006 Bond Insurer may reasonably request regarding the security for the 2006 Bonds with the appropriate officers of the Department. The Trustee or the Department will permit the 2006 Bond Insurer to have access to the Parking System, and to have access to and make copies of the books and records of the Department or the Trustee relating to the 2006 Bonds at any reasonable time during regular business hours of the Department or the Trustee, as applicable. D. The 2006 Bond Insurer shall have the right to direct in writing that the Department to provide the 2006 Bond Insurer with an accounting of the expenses of the Department, and the Department's failure to comply with such direction of the 2006 Bond Insurer within thirty (30) days or such additional time as shall be agreed to by the Department and the 2006 Bond Insurer shall be deemed to be a default by the Department, provided, however, that if such compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and is diligently pursued, but only if such extension would not materially adversely affect the interests of any registered Bondholder of the 2006 Bonds. E. In addition to the provision of the notices and information set forth in Section 2.03 (A) and (B) above to the 2006 Bond Insurer, the City and the Department or the Trustee shall also provide such notices or information to the rating agencies then providing a rating with respect to the 2006 Bonds. SECTION 2.04 2006 Bonds Paid by the 2006 Bond Insurer Remain Outstanding. Notwithstanding anything herein to the contrary, in the event that the principal and/or interest due on the 2006 Bonds shall be paid by the 2006 Bond Insurer pursuant to the 2006 Bond Insurance Policy, the 2006 Bonds shall remain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered paid by the Department, and the assignment and pledge of the security for the 2006 Bonds and all covenants, agreements and other obligations of the City and the Department to the Bondholders of the 2006 Bonds shall continue to exist and shall run to the benefit of the 2006 Bond Insurer, and the 2006 Bond Insurer shall be subrogated to the rights of such Bondholders. SECTION 2.05 Payment Procedures Pursuant to 2006 Bond Insurance Policy. As long as the 2006 Bond Insurance Policy shall be in full force and effect, the City, the Department, the Trustee and any Paying Agent agree to comply with the following provisions: A. At least one (1) Business Day prior to all Interest Payment Dates, the Trustee or Paying Agent will determine whether there will be sufficient funds to pay the principal of or interest on the 2006 Bonds on such Interest Payment Date. If the Trustee determines that there will be insufficient funds, the Trustee shall so notify 2006 Bond Insurer. Such notice shall specify the amount of the anticipated deficiency, the 2006 Bonds to which such deficiency is applicable and whether such 2006 Bonds will be deficient as to principal or interest, or both. If the Trustee or Paying Agent has not so notified 2006 Bond Insurer at least one (1) Business Day prior to an Interest Payment Date, 2006 Bond Insurer will make payments of principal or interest due on the 2006 Bonds on or before the first (1st) day next following the date on which 2006 Bond Insurer shall have received notice of nonpayment from the Trustee or Paying Agent, if any. B. The Trustee or Paying Agent, if any, shall, after giving notice to 2006 Bond Insurer as provided in (a) above, make available to 2006 Bond Insurer and, at 2006 Bond Insurer's direction, to The Bank of New York, in New York, New York, as insurance trustee for 2006 Bond Insurer or any successor insurance trustee (the "Insurance Trustee"), the registration books of the Department maintained by the Trustee or Paying Agent, if any, and all records relating to the funds and accounts maintained under the Series Ordinance or the 1998 Bond Ordinance related to the 2006 Bonds. City of Miami Page 16 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 C. The Trustee or Paying Agent, if any, shall provide 2006 Bond Insurer and the Insurance Trustee with a list of registered owners of 2006 Bonds entitled to receive principal or interest payments from 2006 Bond Insurer under the terms of the 2006 Bond Insurance Policy, and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the registered owners of 2006 Bonds entitled to receive full or partial interest payments from 2006 Bond Insurer and (ii) to pay principal upon 2006 Bonds surrendered to the Insurance Trustee by the registered owners of 2006 Bonds entitled to receive full or partial principal payments from 2006 Bond Insurer. D. The Trustee or Paying Agent, if any, shall, at the time it provides notice to 2006 Bond Insurer pursuant to (a) above, notify registered owners of 2006 Bonds entitled to receive the payment of principal or interest thereon from 2006 Bond Insurer (i) as to the fact of such entitlement, (ii) that 2006 Bond Insurer will remit to them all or a part of the interest payments next coming due upon proof of holder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered owner's right to payment, (iii) that should they be entitled to receive full payment of principal from 2006 Bond Insurer, they must surrender their 2006 Bonds (along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit ownership of such 2006 Bonds to be registered in the name of 2006 Bond Insurer) for payment to the Insurance Trustee, and not the Trustee or Paying Agent, if any, and (iv) that should they be entitled to receive partial payment of principal from 2006 Bond Insurer, they must surrender their 2006 Bonds for payment thereon first to the Trustee or Paying Agent, if any, who shall note on such 2006 Bonds the portion of the principal paid by the Trustee or Paying Agent, if any, and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal. E. In the event that the Trustee or Paying Agent, if any, has notice that any payment of principal of or interest on 2006 Bonds which has become due for payment and which is made to a holder by or on behalf of the City has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, non appealable order of a court having competent jurisdiction, the Trustee or Paying Agent, if any, shall, at the time 2006 Bond Insurer is notified pursuant to (a) above, notify all registered owners that in the event that any registered owner's payment is so recovered, such registered owner will be entitled to payment from 2006 Bond Insurer to the extent of such recovery if sufficient funds are not otherwise available, and the Trustee or Paying Agent, if any, shall furnish to 2006 Bond Insurer its records evidencing the payments of principal of and interest on the 2006 Bonds which have been made by the Trustee or Paying Agent, if any, and subsequently recovered from registered owners and the dates on which such payments were made. F. In addition to those rights granted 2006 Bond Insurer under the Series Ordinance or the 1998 Bond Ordinance, the 2006 Bond Insurer shall, to the extent it makes payment of principal of or interest on 2006 Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the 2006 Bond Insurance Policy, and to evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the Trustee or Paying Agent, if any, shall note 2006 Bond Insurer's rights as subrogee on the registration books of the City maintained by the Trustee or Paying Agent, if any, upon receipt from 2006 Bond Insurer of proof of the payment of interest thereon to the registered owners of the Bonds, and (ii) in the case of subrogation as to claims for past due principal, the Trustee or Paying Agent, if any, shall note 2006 Bond Insurer's rights as subrogee on the registration books of the City maintained by the Trustee or Paying Agent, if any, upon surrender of the 2006 Bonds by the registered owners thereof together with proof of the payment of principal thereof. SECTION 2.06 2006 Bond Insurer Rights with Respect to the Trustee, Paying Agent and Remarketing City of Miami Page 17 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 Agent. A. The Trustee, Paying Agent, or Remarketing Agent may be removed at any time, at the written request of the 2006 Bond Insurer, for any breach of the material obligations of the Trustee, Paying Agent or Remarketing Agent under the Series Ordinance or the 1998 Bond Ordinance set forth herein or therein. B. The Trustee, Paying Agent, or Remarketing Agent shall provide the 2006 Bond Insurer with prior written notice of their respective resignation. C. Every successor Trustee appointed pursuant to this Section shall be a trust company or bank in good standing located in or incorporated under the laws of the State, duly authorized to exercise trust powers and subject to examination by federal or state authority, having a reported capital and surplus of not less than $75,000,000 and acceptable to the 2006 Bond Insurer. Any successor Paying Agent or Remarketing Agent, if applicable, shall not be appointed unless the 2006 Bond Insurer approves such successor in writing, which approval shall not be unreasonably withheld. D. Notwithstanding any other provision of the Series Ordinance or the 1998 Bond Ordinance in determining whether the rights of the Bondholders will be adversely affected by any action taken pursuant to the terms and provisions of the Series Ordinance or the 1998 Bond Ordinance, the Trustee or Paying Agent shall consider the effect on the Bondholders as if there were no 2006 Bond Insurance Policy. E. Notwithstanding any other provision of the Series Ordinance or the 1998 Bond Ordinance, no removal, resignation or termination of the Trustee, Paying Agent or Remarketing Agent shall take effect until a successor, reasonably accepted by the 2006 Bond Insurer shall be appointed by the Department. SECTION 2.07 Substitution, Modification or Amendment of 2006 Bond Insurance Policy. Before the City, the Department, the Trustee, the Tender Agent or the Paying Agent substitutes or replaces the 2006 Bond Insurer, or agrees to surrender, cancel, terminate the 2006 Bond Insurance Policy, or agrees to amend or modify the 2006 Bond Insurance Policy in any respect: (A) the prior written consent of the Liquidity Facility Issuer shall be obtained by the City or the Department and copies of such consent shall be delivered to the Trustee, Tender Agent and Paying Agent, and (B) in connection with the substitution or replacement of the 2006 Bond Insurer, prior written evidence shall be obtained by the City and the Department from the rating agencies then providing a rating with respect to the 2006 Bonds to the effect that the then applicable rating will not be reduced or withdrawn solely as a result of such substitution or replacement of the 2006 Bond Insurer. In addition, prior written notice of the substitution or replacement of the 2006 Bond Insurer shall be provided by the Trustee to the Bondholders at least twenty (20) days prior to such substitution or replacement. SECTION 2.08 Provisions Related to 2006 Surety Policy. As long as the 2006 Surety Policy shall be in full force and effect, the Department, Trustee and Paying Agent agree to comply with the following provisions: A. In the event and to the extent that moneys on deposit in the Principal Account, the Interest Account or the Sinking Fund Account, plus all amounts on deposit in and credited to the Reserve Account for the 2006 Bonds in excess of the amount of the 2006 Surety Policy, are insufficient to City of Miami Page 18 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 pay the amount of principal and interest coming due on the 2006 Bonds, then upon the later of: (i) one (1) day after receipt by the General Counsel of Ambac Assurance Corporation ("Ambac") of a demand for payment in the form attached to the 2006 Surety Policy as Attachment 1 (the "Demand for Payment"), duly executed by the Paying Agent certifying that payment due under the 1998 Bond Ordinance, as supplemeted by the Series Ordinance has not been made to the Paying Agent; or (ii) the payment date of the 2006 Bonds as specified in the Demand for Payment presented by the Paying Agent to the General Counsel of Ambac, Ambac will make a deposit o fundsinan acont ith th PayngAentor its ucsor, i New York, New York, sufficient for the payment to the Paying Agent, of amounts which are then due to the Paying Agent under the 1998 Bond Ordinance, as supplemented by the Series Ordinance (as specified in the Demand for Payment) up to but not in excess of the 2006 Surety Policy Coverage (as defined in the 2006 Surety Policy); provided, however, that in the event that the amount on deposit in, or credited to, the Reserve Account, in addition to the amount available under the 2006 Surety Policy, includes amounts available under a letter of credit, insurance policy, 2006 Surety Policy or other such funding instrument (the "Additional Funding Instrument"), draws on the 2006 Surety Policy and the Additional Funding Instrument shall be made on a pro rata basis to fund the insufficiency, and, provided further, however, that to the extent that amounts on deposit in the Reserve Account with respect to the 2006 Bonds includes cash and the 2006 Surety Policy, cash amounts on deposit in the Reserve Account shall be expended before a Demand for Payment is made under the 2006 Surety Policy. B. the Trustee, or Paying Agent, if appropriate, shall, after submitting to Ambac the Demand for Payment as provided in (a) above, make available to Ambac all records relating to the Funds and Accounts maintained under the Series Ordinance and the 1998 Bond Ordinance relating to the 2006 Bonds; C. the Trustee, or Paying Agent, if appropriate, shall, upon receipt of moneys received from the draw on the 2006 Surety Policy, as specified in the Demand for Payment, credit the Reserve Account to the extent of moneys received pursuant to such Demand for Payment; and D. the 2006 Reserve Account shall be replenished in the following priority: (i) principal and interest on the 2006 Surety Policy shall be paid from first available Net Revenues; (ii) after all such amounts are paid in full, amounts necessary to fund the Reserve Account to the required level, after taking into account the amounts available under the 2006 Surety Policy, shall be deposited from next available Net Revenues. ARTICLE III MISCELLANEOUS PROVISIONS SECTION 3.01 1998 Bond Ordinance and 2003 Ordinance to remain in full force and effect. Except as otherwise expressly modified or amended herein, all provisions of the 1998 Bond Ordinance and the 2003 Ordinance shall remain in full force and effect. SECTION 3.02 Ratification of Actions Taken to Date Pursuant to the 2003 Ordinance. The City does hereby ratify any and all actions taken by the Department or the City and its officers in City of Miami Page 19 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 furtherance of the authority delegated to such officers pursuant to the 2003 Ordinance, including but not limited to the designation of SunTrust Bank as Trustee, Tender Agent and Paying Agent with respect to the 2006 Bonds. SECTION 3.03 Redesignation of 2004 Bonds as 2006 Bonds; Limit on Authorization. The 2004 Bonds are hereby redesignated as the 2006 Bonds and any and all references in this Ordinance or the 2003 Ordinance to the 2004 Bonds shall be deemed to refer to the 2006 Bonds. The authorization to issue bonds as set forth in Section 201 of the 2003 Ordinance shall be limited to the 2006 Bonds. No additional bonds will be issued pursuant to this Ordinance or the 2003. SECTION 3.04 Funds and Accounts with respect to the 2006 Bonds. To the extent that the 1998 Bond Ordinance, the 2003 Ordinance or this Ordinance authorizes or directs the Trustee, Tender Agent or Paying Agent to establish and hold a Fund or Account with respect to the 2006 Bonds, the Trustee, Tender Agent and Paying Agent shall be authorized to establish separate accounts or subaccounts for the purpose of separately accounting for the Tax -Exempt Series 2006 Bonds and the Taxable Series 2006 Bonds. SECTION 3.05 Acknowledgment Regarding Subordinate Debt; Termination Payment or Fee. The City and the Department do hereby acknowledge and agree that, prior to the Department transferring amounts on deposit in the General Reserve Account to the City for any lawful purpose of the City, the Department shall apply amounts on deposit in the General Reserve Account to pay any Subordinated Debt or subordinate payment obligations of the Department (including but not limited to the payment of any termination payment or fee, if any, due with respect to the Qualified Derivative Agreement for the 2006 Bonds) before transferring amounts on deposit in the General Reserve Account to the City for any lawful purpose of the City. For the purposes of this Ordinance and the 2003 Ordinance, the City and the Department hereby acknowledge and agree that any termination payment due with respect to a Qualified Derivative Agreement entered into with respect to the 2006 Bonds shall constitute Subordinated Debt. SECTION 3.06 Prospective Amendment to Section 706 of the 1998 Bond Ordinance. Subject to obtaining the prior written consent of the 1998 Bond Insurer (or, if Section 1312(E) of the 1998 Bond Ordinance is in effect at the time that such consent is requested, the Holders of not less than fifty one percent (51 %) of the 1998 Bonds then outstanding), Section 706 of the 1998 Bond Ordinance shall, upon obtaining such consent, be amended to provide that covenants with any Insurer, Credit Bank or Reserve Product Provider, may be set forth in the applicable Series Ordinance or resolution, or in a separate agreement entered into by and among the Insurer, Credit Bank or Reserve Product Provider, the City and the Department. SECTION 3.07 NOTICE. The City Clerk of the City shall cause to be published once, in a newspaper of general circulation within the City, a notice in substantially the following form: NOTICE NOTICE IS HEREBY GIVEN THAT Ordinance No. entitled as follows: AN EMERGENCY ORDINANCE OF THE CITY OF MIAMI, FLORIDA, SUPPLEMENTING AND AMENDING ORDINANCE NO. _, ADOPTED DECEMBER _, 2003, THAT AUTHORIZED THE ISSUANCE OF ONE OR MORE SERIES OF FIXED OR VARIABLE RATE TAXABLE OR City of Miami Page 20 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 TAX-EXEMPT PARKING SYSTEM REVENUE BONDS OF THE CITY OF MIAMI, FLORIDA, SERIES 2004, TO REDESIGNATE THE BONDS AS SERIES 2006 BONDS; ADDING PROVISIONS REQUIRED BYAMBAC ASSURANCE CORPORATION IN ORDER TO PROVIDE FINANCIAL GUARANTY INSURANCE FOR THE PROPOSED BONDS; AMENDING CERTAIN PROVISIONS OF SUCH ORDINANCE REQUIRED BY DEPFA BANK PLC, ACTING THROUGH ITS NEW YORK BRANCH, IN ORDER TO PROVIDE LIQUIDITY SUPPORT FOR THE PROPOSED BONDS; AND PROVIDING AN EFFECTIVE DATE. was duly adopted by the City Commission of the City of Miami, Florida on the _ day of February, 2006. Any action or proceeding to contest the validity of said ordinance or any of its provisions must be commenced within thirty (30) days after the publication of this notice. After the expiration of such period of limitation, no right of action or defense founded upon the invalidity of said ordinance or any of its provisions shall be asserted, nor shall the validity of said ordinance or any of its provisions be open to question in any court upon any ground whatever, except in an action or proceeding commenced within such periods.par By order of the City Commission of the City of Miami, Florida. City Clerk SECTION 3.08 Posting. A copy of this Ordinance shall be posted by the City Clerk at the door of the Miami -Dade County Courthouse at the place provided for notices within five (5) days after the passage and adoption hereof. *1I Section 3. All ordinances or parts of ordinances insofar as they are inconsistent or in conflict with the provisions of this Ordinance are repealed. Section 4. If any section, part of section, paragraph, clause, phrase or word of this Ordinance is declared invalid, the remaining provisions of this Ordinance shall not be affected. Section 5. This Ordinance is declared to be an emergency measure on the grounds of urgent public need for the preservation of peace, health, safety, and property of the City of Miami. Section 6. The requirement of reading this Ordinance on two separate days is dispensed with by an affirmative vote of not less than four -fifths (4/5ths) of the members of the Commission. Section 7. This Ordinance shall become effective immediately upon its adoption and signature of the Mayor.{2} Footnotes: City of Miami Page 21 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016 File Number: 06-00244 Enactment Number: 12778 {1} Words/and or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Asterisks indicate omitted and unchanged material. {2}This Ordinance shall become effective as specified herein unless vetoed by the Mayor within ten days from the date it was passed and adopted. If the Mayor vetoes this Ordinance, it shall become effective immediately upon override of the veto by the City Commission or upon the effective date stated herein, whichever is later. City of Miami Page 22 of 22 File Id: 06-00244 (Version: 2) Printed On: 12/27/2016