HomeMy WebLinkAboutPre LegislationCity of Miami
Legislation
Ordinance 12457
City Hall
3500 Pan American Drive
Miami, FL 33133
www.cl.mlaml.h.us
File Number: 03-0226
Final Action Date: December 18, 2003
AN ORDINANCE OF THE CITY OF MIAMI, FLORIDA
AUTHORIZING 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
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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 (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;
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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.
"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.
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duration of
Section 302
Commercial
at which the
interest at a
303 hereof.
"Commercial Paper Mode" means the Mode during which the
the Interest Periods and the interest rates are determined under
hereof.
"Commercial Paper Rate Bond" means any 2004 Bond while in a
Paper Mode.
"Current Mode" means, from time to time, the then -prevailing Mode
2004 Bonds bear interest, as described in Section 301 hereof.
"Daily Mode" means the Mode during which 2004 Bonds bear
Daily Rate.
"Daily Rate" means an interest rate determined pursuant to Section
"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:
(1) any Principal Payment Date or Mode Change Date;
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(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;
(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.
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"Liquidity Amount" means at any time and with respect to:
0-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 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.
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"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
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Mode, the 15th 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.
"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.
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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 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.
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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.
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Section 203. Execution and Form of Bonds. The 2004 Bonds shall
.be signed by, orbear 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 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:
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[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
Rio
Original Dated
Date
, 20 , 20_
Registered Owner: CEDE & CO.
CUSIP No.
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").
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As provided in the Bond Ordinance, scheduled payments of principal of,
premium, if any, 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 for any claim based
thereon or on the Bond Ordinance or otherwise with respect thereto against any
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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.
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
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File Number: 03-0226 Enactment Number:
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 of this Series
2004 Bond shall be payable on its Principal Payment Date, upon surrender
thereof at the office of the Paying Agent. The payment of the Purchase Price of
this Series 2004 Bond payable upon optional or mandatory tender for purchase
shall be made by wire transfer in immediately available funds by Bank One,
National Association, as Tender Agent appointed under the Series Ordinance, or
any successor thereto under the Series Ordinance, or, if the Registered Owner
has not provided wire transfer instructions, by check or draft mailed to the
Registered Owner at the address appearing in the books required to be kept by
the Paying Agent pursuant to the Series Ordinance.
Mandatory Purchase. This Series 2004 Bond is subject to
mandatory purchase at a price equal to the Purchase Price thereof on each
Mandatory Purchase Date. Notice of any proposed Mandatory Purchase Date
shall be given to owners of 2004 Bonds by the Paying Agent as provided in the
Series Ordinance. The Registered Owner of this Series 2004 Bond does not
have the right to retain it after any Mandatory Purchase Date.
Optional Tender. When this Series 2004 Bond is in the Weekly
Mode or the Daily Mode, the Registered Owner may elect to have it or any
portion thereof in an amount equal to $100,000 or any integral multiple of
$100,000 purchased on any Business Day at a price equal to the Purchase Price
thereof, by complying with the procedures for such purchase in the Series
Ordinance.
Sources for Payment of Purchase Price. Funds for the payment of
the Purchase Price due upon an optional tender or mandatory purchase of 2004
Bonds shall be derived solely from the following sources in the order of priority
indicated and neither the City, the Paying Agent, the Tender Agent nor the
Remarketing Agent shall be obligated to provide funds from any other source:
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(1) immediately available funds transferred by the
Remarketing Agent to the Tender Agent derived from the
remarketing of the 2004 Bonds; and
(2) immediately available funds transferred to the Tender
Agent from amounts available under the Liquidity Facility.
The City shall have no obligation to transfer any funds or monies to
the Tender Agent for the payment of the Purchase Price of the 2004 Bonds on a
Purchase Date or a Mandatory Purchase Date, and the failure of the City to
transfer such funds or monies shall not constitute an Event of Default under the
1998 Bond Ordinance, as supplemented by this Series Ordinance.
Redemption of 2004 Bonds. This Series 2004 Bond shall be
subject to redemption prior to maturity at the option of the City, in whole or in
part, on the Redemption Dates and at the Redemption Prices (plus interest
accrued to the Redemption Date) and in the manner provided in the Series
Ordinance.
Under certain conditions described in the Series Ordinance, the
City may, in connection with a change to a Term Rate Mode or Fixed Rate Mode,
or on any Purchase Date for 2004 Bonds in the Term Rate Mode, waive or
otherwise alter its rights to redeem thereafter any 2004 Bonds in the Term Rate
Mode or Fixed Rate Mode.
The 2004 Bonds shall be subject to redemption in part by lot, at a
Redemption Price equal to the principal amount being redeemed, plus interest
accrued to the Redemption Date, from amortization installments therefor at the
times and in the amounts specified below:
(A)
Year
[To come]
(B) Amortization
Installments
The 2004 Bonds held by the Liquidity Facility Issuer shall be subject to
mandatory redemption and payment prior to maturity on such dates and in such
amounts as are necessary to satisfy the City's obligations with respect to the
corresponding advances under the Liquidity Facility; provided, however, the City
may elect to purchase any such 2004 Bonds subject to mandatory redemption or
remarket such 2004 Bonds prior to any such mandatory redemption in
accordance with the provisions of the Series Ordinance.
In the event of redemption of less than all of the 2004 Bonds, those
particular 2004 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, that the 2004 Bonds to be redeemed shall be in
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File Number: 03-0226 Enactment Number.'
Authorized Denominations and provided, further, any 2004 Bonds held by the
Liquidity Facility Issuer shall -be redeemed prior -to any -other 2004 Bonds. New
2004 Bonds representing the unredeemed balance of the principal amount
thereof shall be issued to the Holders thereof, without charge therefor. Any new
2004 Bond issued pursuant to the Series Ordinance shall be executed by the
City and authenticated and shall be in Authorized Denominations in a aggregate
unpaid principal amount equal to the unredeemed portion of such 2004 Bond
surrendered.
Notice of redemption shall be given at the times and in the manner
provided in the Series Ordinance.
As provided in the Bond Ordinance, additional bonds may be
issued thereunder from time to time pursuant to supplemental resolutions in one
or more series, in various principal amounts, may mature at different times, may
bear interest at different rates and otherwise may vary as in the Bond Ordinance
provided. The aggregate principal amount of bonds which may be issued under
the Bond Ordinance is not limited except as provided in the Bond Ordinance, and
all bonds issued and to be issued under the Bond Ordinance are and will be
equally secured by the pledge and covenants made therein, except as otherwise
expressly provided or permitted in the Bond Ordinance.
If the date for payment of the principal of, premium, if any, or
interest on this 2004 Bond shall be a Saturday, Sunday, legal holiday or a day on
which the Paying Agent, the Tender Agent, the Remarketing Agent, the Liquidity
Facility Issuer, or banks and trust companies located in New York, New York are
authorized by law or executive order to close or are closed for any other reason,
then the date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which the Paying Agent, the Tender
Agent, the Remarketing Agent, the Liquidity Facility Issuer, or banks and trust
companies located in New York, New York are authorized by law or executive
order to close or are closed for any other reason, and payment on such day shall
have the same force and effect as if made on the nominal date of payment.
This Bond is transferable, as provided in the Series Ordinance, only
upon the books of the City kept for that purpose at the above -mentioned office of
the Paying Agent by the Registered Owner hereof in person, or by its duly
authorized attorney, upon surrender of this Bond together with a written
instrument of transfer satisfactory to the Paying Agent duly executed by the
Registered Owner or its duly authorized attorney, and thereupon a new
registered Bond or Bonds, of the same series and maturity and in the same
aggregate principal amount, shall be issued to the transferee in exchange
therefor as provided in the Bond Ordinance, and upon payment of the charges
therein prescribed. The City, the Paying Agent, the Paying Agent and the Tender
Agent may deem and treat the person in whose name this Bond is registered as
the absolute owner hereof for the purpose of receiving payment of, or on account
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of, the principal and the interest due hereon and for all other purposes. The 2004
Bonds are issuable in the form of fully registered bonds without coupons in
Authorized Denominations (as defined in the Bond Ordinance).
It is hereby certified, recited and declared that all acts, conditions
and things required to exist, to happen, and to be performed precedent to and in
connection with the issuance of this 2004 Bond, exist, have happened and have
been performed in regular and due form and time as required by the laws and
Constitution of the State of Florida applicable thereto, and that the issuance of
this 2004 Bond is in full compliance with all constitutional and statutory
limitations, provisions and restrictions.
This 2004 Bond shall not be valid or become obligatory for any
purpose or be entitled to any security or benefit under the Series Ordinance until
the Certificate of Authentication endorsed hereon shall have been duly executed
by the Paying Agent.
IN WITNESS WHEREOF, The City of Miami has caused this Series
2004 Bond to be signed by [bear the facsimile signature of] its City Manager and
to be signed by [bear the facsimile signature of] its City Clerk, and official seal to
be imprinted hereon, all as of the day of , 2003.
THE CITY OF MIAMI, FLORIDA
(SEAL) By
City Manager
ATTESTED AND COUNTERSIGNED:
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds issued under the provisions of the
within -mentioned Ordinance.
Paying Agent
City of Miami Page 18 of 63 Printed On: 2/28/2006
File Number: 03-0226 Enactment Number:
Date of authentication:
By:
Authorized Signatory
STATEMENT OF INSURANCE
[Insert Statement of Insurance]
City of Miami Page 19 of 63 Printed On: 2/28/2006
File Number: 03-0226 Enactment Number:
[Form of Assignment for Bonds]
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned (the "Transferor"),
hereby sells, assigns and transfers unto
(the "Transferee")
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF TRANSFEREE
the within Bond and all rights thereunder, and hereby irrevocably constitutes and
appoints as attorney to register the transfer of the
within Bond on the books kept for registration and registration of transfer thereof,
with full power of substitution in the premises.
Date:
NOTICE: Signature(s) must be guaranteed by a member firm of the New York
Stock Exchange or a member firm of any other recognized national securities
exchange or a commercial bank or a trust company.
NOTICE: No transfer will be registered and no new Bond will be issued in the
name of the Transferee, unless the signature(s) to this Assignment correspond(s)
with the name as it appears upon the face of the within Bond in every particular,
without alteration or enlargement or any change whatever and the Social
Security or Federal Employer Identification Number of the Transferee is supplied.
[End of Form of Variable Rate Bond]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
City of Miami Page 20 of 63 Printed On: 2/28/2006
File Number: 03-0226 Enactment Number:
[Form of Fixed Rate Bonds]
No. $
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
THE CITY OF MIAMI
PARKING SYSTEM REVENUE BOND
SERIES 2004
MATURITY INTEREST RATE: DATED DATE: CUSIP
DATE: NO:
Registered Owner:
Principal Amount:
The City of Miami (the "City"), a municipal corporation in the County
of Miami -Dade, State of Florida, for value received, promises to pay, but solely
from the sources and in the manner described below, to the order of the
Registered Owner as herein provided, on the Maturity Date, upon the
presentation and surrender hereof, at the principal corporate trust office of
, in the City of (the
"Trustee") the Principal Amount identified above. T he City also promises to
pay, solely from such sources, interest thereon from the date hereof at the
Interest Rate identified above per annum until said principal sum is paid, such
interest being payable on and in each
year commencing , from the interest payment date next
preceding the date of registration and authentication of this Bond, unless this
Bond is registered and authenticated as of an interest payment date, in which
case it shall bear interest from said interest payment date, or unless this Bond is
registered and authenticated prior to , ; in which case
such Bond shall bear interest from , ; provided, however,
that if at the time of authentication, interest is in default, this Bond shall bear
interest from the date to which interest shall have been paid. The City shall pay
principal and interest in any coin or currency of the United States of America that
is legal tender for the payment of public and private debts on the respective
dates of payment thereof.
This Bond is one of a duly authorized series of parking system
revenue bonds of the City, initially issued in an aggregate principal amount of
Dollars
($ ) (the "Series 2004 Bonds"). The Series Bonds are dated
, 20_, and are of like tenor and effect except as to number,
City of Miami Page 21 of 63 Printed On: 2/28/2006
File Number: 03-0228 Enactment Number:
interest rate, stated maturity, and redemption. The City will use the proceeds of
the Series Bonds to pay for the costs of acquiring and constructing the
2004 Project.
The Series 2004 Bonds are issued under Ordinance 11693 duly
enacted by the City Commission of the City on August 14, 1998, as amended
and supplements, and in particular, as supplemented by Ordinance No.
duly enacted by the City Commission of the City on , 2003
(said ordinance, together with all supplements and amendments thereto, is
hereinafter referred to as. the "Ordinance"). The Ordinance provides for the
issuance from time to time of additional bonds on a parity with the Series 2004
Bonds, under the conditions, limitations and restrictions and for the purposes set
forth in the ordinance (the Series 2004 Bonds, together with all such additional
bonds, are hereinafter referred to as the "Bonds"). All capitalized undefined terms
used herein shall have the meaning set forth in the Ordinance,
This Bond is a limited obligation of the City secured by a pledge of,
and payable solely from, Net Revenues, the City's rights to receive Net
Revenues, and the money and Investment Obligations in the funds and accounts
established under the Ordinance and the income derived from such Investment
Obligations and the investment of such money.
This Bond shall not be deemed to constitute a debt of the City for
which the full faith and credit of the City are pledged, and the City is not obligated
to pay this Bond or the premium, if any, or the interest hereon except from the
aforementioned sources. The issuance of this Bond shall not directly or indirectly
or contingently obligate the City to levy or to pledge any form of taxation
whatever therefor, and the holder of this Bond shall have no recourse to the
power of taxation. This Bond does not constitute a charge, lien, or encumbrance,
legal or equitable, upon any property of the City other than upon the Net
Revenues and other items expressly pledged under the terms of the Ordinance.
Reference is made to the Ordinance for a more complete statement
of the provisions thereof and of the rights of the City, the Trustee, and the holders
of the Bonds. Copies of the Ordinance are on file and may be inspected at the
principal office of the Trustee. By the purchase and acceptance of this Bond the
holder or owner hereof signifies assent to all of the provisions of the Ordinance.
This Bond is issued and the Ordinance was adopted under and
pursuant to the Constitution and laws of the State of Florida, particularly Charter
166, Florida Statutes, and the Charter of the City.
The transfer of this Bond is registrable by the registered owner
hereof in person or by his attorney or legal representative at the principal office of
the Trustee, but only upon presentation hereof to the Trustee, as Bond Registrar,
together with an assignment duly executed by the registered owner or his
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File Number: 03-0226 Enactment Number:
attorney or legal representative, and the Trustee, as Bond Registrar, shall make
a notation of such transfer on the books maintained for such purpose and shall
endorse the same hereon.
Any holder requesting any exchange or registration of transfer of
this Bond shall pay any tax or other governmental charge required to be paid with
respect thereto and any charge for shipping and out-of-pocket costs incurred by
the City and the Trustee in connection with such exchange or registration of
transfer. The Trustee shall not be required to make any exchange or to register
the transfer of this Bond during the period of 15 days next preceding any interest
payment date or after notice of redemption of this Bond or any portion thereof
has been given pursuant to the Ordinance.
[Insert redemption provisions applicable
to the Series 2004 Bonds]
All Bonds are subject to redemption as a whole at any time or in
part, on any Interest Payment Date at the option of the City, at a redemption
price equal to the principal amount thereof without premium, plus accrued
interest to the redemption date, if all or any part of the Parking System (as
defined in the Ordinance) is damaged, destroyed, or condemned.
If less than all of the Bonds are called for redemption, the particular
Bonds to be redeemed shall be selected by the City as provided in the
Ordinance. If the City fails to select the Bonds to be redeemed, the Trustee shall
first redeem Bonds bearing the highest rate of interest, and if Bonds of more than
one maturity bear the same rate of interest, the Trustee will redeem Bonds in the
inverse order of maturities and by lot within a maturity as the Trustee, in its
discretion, may determine.
Any such redemption, either as a whole or in part, may be made
upon at least 30 days' prior notice as provided in the Ordinance.
On the date fixed for redemption, notice having been mailed in the
manner provided in the Ordinance, the Bonds or portions thereof called for
redemption will be due and payable at the redemption price provided therefor,
plus accrued interest to such date. If there has been delivered to the Trustee,
and the Trustee is then holding in trust, money or Government Obligations of the
United States, or a combination of both, sufficient to pay the redemption price of
the Bonds to be redeemed plus accrued interest to the date of redemption,
interest on the Bonds called for redemption will cease to accrue; such Bonds will
cease to be entitled to any benefits or security of, or to be deemed outstanding
under the Ordinance; and the holders of such Bonds will have no rights in
respect thereof except to receive payment of the redemption price thereof, plus
accrued interest to the date of redemption. In addition, this Bond will not be
deemed to be outstanding under the Ordinance and will cease to be entitled to
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File Number: 03-0226 Enactment Number:
the security of or any rights under the Ordinance, and the holder hereof shall
have no rights other -than to be given notice of redemption and to receive
payment of the redemption price hereof and accrued interest hereon to the date
of redemption, if irrevocable instructions to pay this Bond on one or more
specified dates or to call the same for redemption at the earliest redemption date
have been given to the Trustee and money or Government Obligations, or a
combination of both, sufficient to pay the redemption price of this Bond, together
with accrued interest hereon to such date, are held by the Trustee in trust for the
holder hereof. Government Obligations will be deemed to be sufficient to redeem
or pay this Bond on a specified date if the principal of and the interest on such
Government Obligations, when due, will be sufficient to pay on such date the
redemption price of and the interest accruing on this. Bond to such date, as more
fully provided in the Ordinance.
[Insert applicable provisions relating to Capital Appreciation Bonds,
Capital Appreciation and Income Bonds, Option Bonds and/or
Variable Rate Bonds]
The holder of this Bond shall have no right to enforce the provisions
of the Ordinance, to institute action to enforce the covenants therein, to take any
action with respect to any event of default under the Ordinance, or to institute,
appear in or defend any suit or other proceeding with respect thereto, except as
provided in the Ordinance.
Upon the occurrence of certain events of default, and on the
conditions, in the manner and with the effect set forth in the Ordinance, the
principal of this Bond may become or may be declared due and payable before
its stated maturity, together with the interest accrued hereon.
Modifications or alterations of the Ordinance or of any ordinance
supplemental thereto may be made only to the extent and in the circumstances
permitted by the Ordinance.
Subject to the provisions for registration endorsed hereon and
contained in the Ordinance, nothing contained in this Bond or in the Ordinance
shall affect or impair the negotiability of this Bond, and this Bond shall have, as
between successive holders, all the qualities and incidents of a negotiable
instrument under the uniform commercial code investment securities law of the
State of Florida and shall be understood to be an investment security within the
meaning of and for all the purposes of Article 8 of the Uniform Commercial Code
of Florida. This Bond is issued with the intent that the laws of the State of Florida
shall govern its construction.
All acts, conditions, and things required to happen, exist and be
performed precedent to and in the issuance of this Bond have happened, exist
and have been performed as required.
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File Number: 03-0226 Enactment Number:
This Bond shall not be valid or become obligatory for any purpose
or be entitled to any benefit or security under the Ordinance until the certificate of
authentication endorsed hereon has been executed by the Trustee.
IN WITNESS WHEREOF, The City of Miami has caused this Bond
to be signed by [bear the facsimile signature of] its City Manager and to be
signed by [bear the facsimile signature of] its City Clerk, and official seal to be
imprinted hereon, all as of the day of , 2003.
THE CITY OF MIAMI, FLORIDA
(SEAL) By
City Manager
ATTEST:
By
City Clerk
APPROVED AS TO FORM:
By
City Attorney
CERTIFICATE OF AUTHENTICATION
This Bond is a Bond of the Series designated therein issued under
the provisions of the within -mentioned Ordinance.
Date of authentication:
Trustee
By:
Authorized Signatory
City of Miami Page 25 of 63 Printed On: 2/28/2006
File Number: 03-0226 Enactment Number:
ASSIGNMENT AND TRANSFER
For value received the undersigned hereby sells, assigns and
transfers unto
(Please insert Social Security or other
identifying number of transferee) the attached Bond of the
City of Miami, Florida, and does hereby constitute and appoint
attorney, to transfer
the said Bond on the books kept for registration thereof, with full power of
substitution in the premises.
Date:
Signature Guaranteed by
[Member firm of the New York Stock
Exchange or a commercial bank or a
trust company.]
By: (manual signature)
NOTICE: No transfer will be registered and no new
Title: Bonds will be issued in the name of the Transferee,
unless the signature to this assignment
corresponds with the name as it appears on the
face of the within Bond in every particular, without
alteration or enlargement or any change whatever
and the Social Security or Federal Employer
Identification Number of the Transferee is supplied.
[End of Form of Fixed Rate Bond]
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
City of Miami Page 26 of 63 Printed On: 2/28/2006
File Number- 03-0226 Enactment Number:
Section 204. Exchange of Bonds. Any 2004 Bonds, upon surrender
thereof at the principal corporate trust office of the Bond Registrar, together with
an assignment duly executed by the Bondholder or his attorney or legal
representative in such form as shall be satisfactory to the Bond Registrar, may,
at the option of the Bondholder, be exchanged for an aggregate principal amount
of Bonds equal to the principal amount of the Bond or Bonds so surrendered, of
like maturity and interest rate.
The City shall make provision for the exchange of Bonds at the
principal office of the Trustee.
Section 205. Negotiability, Registration and Registration of
Transfer of Bonds. The Trustee is hereby appointed as Bond Registrar and as
such shall keep books for the registration and the registration of transfer of the
Bonds as provided in this Ordinance.
The Bond Registrar shall keep books for the registration of and for
the registration of transfers of Bonds as provided herein. The transfer of any
2004 Bonds may be registered only upon such books and only upon surrender
thereof to the Bond Registrar together with an assignment duly executed by the
Bondholder or his attorney or legal representative in such form as shall be
satisfactory to the Bond Registrar. Upon any such registration of transfer the. City
shall execute and the Bond Registrar shall authenticate and deliver in exchange
for such 2004 Bond, a new 2004 Bond or Bonds registered in the name of the
transferee, and in an aggregate principal amount equal to the principal amount of
such 2004 Bond or Bonds so surrendered.
In all cases in which 2004 Bonds shall be exchanged, the City shall
execute and the Bond Registrar shall authenticate and deliver, at the earliest
practicable time, 2004 Bonds of the same type in accordance with the provisions
hereof. All 2004 Bonds surrendered in any such exchange or registration of
transfer shall forthwith be cancelled by the Bond Registrar. The City or the Bond
Registrar may make a charge for every such exchange or registration of transfer
of 2004 Bonds sufficient to reimburse it for any tax or other governmental charge
required to be paid with respect to such exchange or registration of transfer, and
for shipping and out-of-pocket costs incurred by the City or the Trustee, but no
other charge shall be made to any Bondholder for the privilege of exchanging or
registering the transfer of 2004 Bonds under the provisions of this Series
Ordinance or the 1998 Bond Ordinance.
Section 206. Ownership of Bonds. The person in whose name any
2004 Bond is registered shall be deemed and regarded as the absolute owner
thereof for all purposes and payment of or on account of the principal of any such
2004 Bond shall be made only to or upon the order of the registered owner
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thereof or his legal representative. All such payments shall be valid and effectual
to satisfy and discharge the liability upon such Bond to the extent of the sum or
sums so paid.
Section 207. Application of Proceeds of Bonds. The proceeds
(including accrued interest and any premium) of the 2004 Bonds, together with
any other funds made available by the City or the Department, shall be applied
by the Trustee as follows:
(a) the amount received as accrued interest on the 2004
Bonds, and any premium shall be deposited to the credit of the Interest
Account;
(b) an amount estimated by the Director to be sufficient
for such purpose shall be credited to a cost of issuance subaccount in the
2004 Project Account in the Construction Fund herein created and applied
to the payment of the expenses of issuing the 2004 Bonds, including, but
not limited to, financial advisory, accounting and legal fees, Parking
Consultant fees, rating agency fees, printing costs, bond insurance
premiums, initial Trustee and Paying Agent fees and expenses related to
the foregoing and any miscellaneous expenses relating to the issuance of
the 2004 Bonds;
(c) an amount equal to the Reserve Requirement on the
2004 Bonds shall be deposited to the credit of the Reserve Account;
(d) the remainder of the proceeds of the 2004 Bonds,
including any amounts allocable to capitalized interest on the 2004 Bonds,
shall be deposited to the 2004 Project Account in the Construction Fund
herein created and applied to pay or reimburse the Department for the
Cost of the 2004 Project, or in the case of amounts allocable to capitalized
interest, transferred to the Interest Account to pay interest on the 2004
Bonds pursuant to Section 701 hereof.
Any moneys in the account mentioned in (b) in excess of the
requirements of such account shall be transferred to the credit of the 2004
Project Account in the. Construction Fund.
Notwithstanding the provisions of paragraph (c) above, the City,
through the Department, may provide for the deposit set forth in such paragraph
by the purchase of a Reserve Product as provided in a certificate of the Director
executed at the time of issuance of the 2004 Bonds.
This Series Ordinance is intended to constitute a "declaration of
official intent" within the meaning of Section 1.150-2 of the federal Income Tax
Regulations with respect to the 2004 Bonds all or a portion of the proceeds of
which will be used to finance the 2004 Project.
City of Miami Page 28 of 63 Printed On: 2/28/2006
File Number 03-0226 Enactment Number:
Section 208. Mutilated, Destroyed, Lost, or Stolen Bonds. The City
shall cause to be executed, and the Trustee shall deliver a new 2004 Bond of like
date, number and tenor in exchange and substitution for and upon the
cancellation of any mutilated 2004 Bond, or in lieu of and in substitution for any
destroyed, lost, or stolen 2004 Bond and the Holder shall pay the reasonable
expenses and charges of the City in connection therewith. Prior to the delivery of
a substitute 2004 Bond, the Holder of any 2004 Bond which was destroyed, lost,
or stolen shall file with the Trustee evidence satisfactory to it of the destruction,
loss, or theft of such 2004 Bond, and of the Holder's ownership thereof and shall
furnish to the City and to the Trustee such security or indemnity as may be
required by them to save each of them harmless from all risks, however remote.
Every 2004 Bond issued pursuant to the provisions of this Section
208 in exchange or substitution for any 2004 Bond which is mutilated, destroyed,
lost or stolen shall constitute an additional contractual obligation of the City,
whether or not the destroyed, lost or stolen 2004 Bond is found at any time or is
enforceable by anyone, and shall be entitled to all the benefits and security
hereof equally and proportionately with any and all other 2004 Bonds duly issued
under the 1998 Bond Ordinance and this Series Ordinance. All Bonds shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the replacement or payment of mutilated, destroyed,
lost, or stolen 2004 Bonds and shall preclude any and all other rights Or
remedies, notwithstanding any law or statute existing or hereafter enacted to the
contrary with respect to the replacement or payment of negotiable instruments or
other securities without their surrender.
ARTICLE III
TERMS OF THE 2004 Bonds IF ISSUED AS VARIABLE RATE BONDS
Section 301. Method and Place of Payment: Paving Agent and
Dating.
(a) Accrued and unpaid interest on the 2004 Bonds shall
be due on the Interest Payment Dates and payable (i) in the case of 2004
Bonds in a Commercial Paper Mode, the Daily Mode or the Weekly Mode,
by wire transfer of immediately available funds to the account specified by
the 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
mailed by the Paying Agent to the owner at the address appearing on the
books required to be kept by the Paying Agent and (ii) in the case of 2004
Bonds in the Term Rate Mode and Fixed Rate Mode, by check or draft
mailed by the Paying Agent to the owner at the address appearing on the
applicable Record Date in the books required to be kept by the Paying
Agent, except that in the case of an owner of $1,000,000 or more in
aggregate principal amount of 2004 Bonds, upon the written request of
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such owner 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 owner by an instrument in writing
delivered to the Paying Agent. The principal and the Redemption Price on
each 2004 Bond shall be payable on its Principal Payment Date, upon
surrender thereof at the corporate trust operations office or at the
corporate trust agency in New York, New York of the Paying Agent and
Tender Agent or its successors or assigns, at the option of the owner.
The payment of the Purchase Price of 2004 Bonds on any Purchase Date
or Mandatory Purchase Date, as the case may be, shall be made by wire
transfer in immediately available funds by the Tender Agent, or, if the
owner has not provided wire transfer instructions, by check mailed to the
owner at the address appearing in the books kept by the Paying Agent.
(b) Each 2004 Bond shall be initially dated as of the date
of its issuance and shall also show the date of authentication thereof and
shall bear interest from the Interest Payment Date next preceding the date
of authentication, unless such date of authentication is prior to the Record
Date with respect to the first Interest Payment Date, in which event such
2004 Bond shall bear interest from its dated date, until the entire principal
amount thereof is paid; provided however, if, at the time of authentication
of the 2004 Bond, interest is in default or overdue thereon, such 2004
Bond shall bear interest from the Interest Payment Date to which interest
has previously been paid in full or made available for payment in full.
(c) Interest on 2004 Bonds that are issued in the
Commercial Paper Mode, the Daily Mode or Weekly Mode shall be
calculated on the basis of a 365/366-day year for the actual number of
days elapsed to the Interest Payment Date. Interest on 2004 Bonds in the
Term Rate Mode or Fixed Rate Mode shall be calculated on the basis of a
360-day year composed of twelve 30-day months.
(d) The interest rates for 2004 Bonds contained in the
records of the Paying Agent shall be conclusive and binding upon the City,
the Remarketing Agent, the Tender Agent, the Liquidity Facility Issuer and
the Holders of the 2004 Bonds.
(e) Until Remarketed in accordance with this Series
Ordinance, 2004 Bonds that constitute Purchased Bonds shall bear
interest at the Purchased Bonds Rate (as defined in the Liquidity Facility)
and shall be payable at such times and in such manner as set forth in the
Liquidity Facility.
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(f) No 2004 Bond may bear interest at an interest rate
higher than the Maximum Rate.
(g) If the date for payment of the principal of, premium, if
any, or interest on the 2004 Bonds is not a Business Day, then the date
for such payment shall be the next succeeding Business Day and
payment on such succeeding Business Day shall have the same force and
effect as if made on the nominal date of payment, without accrual of
additional interest.
Section 302. Determination of Interest Rates and Interest Periods
During Commercial Paper Mode.
(a) Interest Periods in a Commercial Paper Mode shall be
of such duration, of at least one day and not more than 270 days, ending
on a day next preceding a Business Day or the Maturity Date, as the
Remarketing Agent shall determine in accordance with the provisions of
this Section 302; provided, however, no Interest Period shall extend
beyond the date which is five days prior to the Expiration Date of the
Liquidity Facility. In making the determinations with respect to Interest
Periods, subject to the limitations imposed by the preceding sentence, the
Remarketing Agent shall on each Rate Determination Date select for each
2004 Bond then subject to such adjustment the Interest Period which, if
implemented on such Rate Determination Date, would result in the
Remarketing Agent being able to remarket such 2004 Bond at par in the
secondary market at the lowest interest rate then available and for the
longest Interest Period available at such rate, provided that if on any Rate
Determination Date, the Remarketing Agent determines that current or
anticipated future market conditions or anticipated future events are such
that a different Interest Period would result in a lower average interest
cost on such 2004 Bond, then the Remarketing Agent shall select the
Interest Period which, in the judgment of the Remarketing Agent,
would permit such 2004 Bond to achieve such lower average interest
cost; provided, however, that if the Remarketing Agent has received
notice from the City that any 2004 Bond is to be changed from the
Commercial Paper Mode to any other Mode or if it is to be purchased
pursuant to Section 505 hereof, the Remarketing Agent shall, with
respect to such 2004 Bond, select Interest Periods which do not
extend beyond the Mandatory Purchase Date.
(b) By 1:00 p.m. on each Rate Determination Date, the
Remarketing Agent shall, with respect to each Commercial Paper Rate
Bond that is subject to adjustment on such Date, determine an interest
rate for the Interest Period then selected for such 2004 Bond and, no later
than 1:00 p.m., shall give notice by Electronic Means to the City and the
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Paying Agent of the applicable Interest Period, Purchase Date and interest
rate.
(c) By acceptance of any Commercial Paper Rate Bond,
the Holder thereof shall be deemed to have agreed, during each Interest
Period, to the interest rate (including the Alternate Rate, if applicable),
Interest Period and Purchase Date then applicable thereto and to have
further agreed to tender such 2004 Bond to the Tender Agent for purchase
on the next succeeding Purchase Date at the Purchase Price. Such
Holder further acknowledges that if funds for such purchase are on
deposit with the Tender Agent on such Purchase Date, such Holder shall
have no rights under the 1998 Bond Ordinance or this Series Ordinance
other than to receive the payment of such Purchase Price and that interest
shall cease to accrue to such owner on such Purchase Date.
Section 303, Determination of Interest Rate During Daily Mode.
The interest rate for any 2004 Bond in the Daily Mode shall be the rate of interest
per annum determined by the Remarketing Agent on or before 9:30 a.m. on the
Rate Determination Date as the minimum rate of interest that, in the sole
judgment of the Remarketing Agent, would, under then existing market
conditions, result in the sale of the 2004 Bonds in the Daily Mode on the Rate
Determination Date at a price equal to the principal amount thereof, plus accrued
interest, if any. The Remarketing Agent shall make the rate available by
Electronic Means to each other Notice Party by 10:30 a.m., on the Rate
Determination Date. With respect to any day that is not a Business Day, the
interest rate shall be the same rate as the interest rate established for the
immediately preceding Business Day. The determination of each interest rate by
the Remarketing Agent shall, in the absence of manifest error, be conclusive and
binding upon the Remarketing Agent, the Tender Agent, the Paying Agent, the
Liquidity Facility Issuer, the City and the Holders of the 2004 Bonds.
Section 304. Determination of Interest Rate During Weekly Mode.
The interest rate for 2004 Bonds in a Weekly Mode for each Interest Period shall
be the rate of interest per annum determined by the Remarketing Agent on and
as of the applicable Rate Determination Date as the minimum rate of interest
that, in the sole judgment of the Remarketing Agent, would, under then existing
market conditions, result in the sale of the 2004 Bonds in the Weekly Mode on
the Rate Determination Date at a price equal to the principal amount thereof, plus
accrued interest, if any. The Remarketing Agent shall make the rate available by
Electronic Means to each other Notice Party by 4:00 p.m., on the Business Day
immediately succeeding the Rate Determination Date. The determination of each
interest rate by the Remarketing Agent shall be conclusive and binding, in the
absence of manifest error, upon the Remarketing Agent, the Tender Agent, the
Paying Agent, the Liquidity Facility Issuer, the City and the owners of the 2004
Bonds.
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Section 305. Determination of Term Rate(s) and Fixed Rate.
(a) Term Rates. The Term Rate to be effective for the
Interest Period commencing on any Mode Change Date after which 2004
Bonds will bear interest at a Term Rate or any Purchase Date while 2004
Bonds are in the Term Rate Mode shall be determined by . the
Remarketing Agent. No later than 4:00 p.m. on the Business Day next
preceding the Mode Change Date or the Purchase Date, as the case may
be, the Remarketing Agent shall determine the Term Rate and shall make
the Term Rate available by Electronic Means to each other Notice Party.
The Term Rate shall be the minimum rate that, in the sole judgment of the
Remarketing Agent, would result in a sale of the 2004 Bonds at a price
equal to the principal amount thereof on the Rate Determination Date
taking into consideration the duration of the Interest Period, which shall be
established by the City.
(b) Fixed Rate. The Fixed Rate to be effective for the
Interest Period commencing on any Mode Change Date after which 2004
Bonds will bear interest at a Fixed Rate shall be determined by the
Remarketing Agent. No later than 4:00 p.m. on the Business Day next
preceding the Mode Change Date, the Remarketing Agent shall determine
the Fixed Rate and shall make the Fixed Rate available by Electronic
Means to each other Notice Party. The Fixed Rate shall be the minimum
rate that, in the sole judgment of the Remarketing Agent, would result in a
sale of the 2004 Bonds at a price equal to the principal amount thereof on
the Rate Determination Date taking into consideration the duration of the
Interest Period.
Section 306. Failure to Establish Term Rate or Fixed Rate. If, for
any reason, a Term Rate or Fixed Rate cannot be established on a Purchase
Date, the 2004 Bonds, other than 2004 Bonds in an Auction Rate Mode, will be
changed automatically to the Weekly Mode on the Purchase Date.
Section 307. Alternate Rate for Interest Calculation. If the
Remarketing Agent fails to determine the interest rate(s) or Interest Periods with
respect to the 2004 Bonds, or if the method of determining the interest rate(s) or
Interest Periods with respect to the 2004 Bonds shall be held to be
unenforceable by a court of law of competent jurisdiction, then the 2004 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 2004 Bonds)
bear interest at the Weekly Rate in the case of Commercial Paper Rate Bonds
and 2004 Bonds in the Daily Mode and Term Rate Mode and, in the case of 2004
Bonds in the Weekly Rate Mode, bear interest at the Alternate Rate for
subsequent Weekly Periods.
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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 2004
Bonds may be changed to a different Mode at the times and in the manner
hereinafter provided. Any 2004 Bonds converted to a Fixed Rate Mode
shall not be changed to any other Mode except as provided in Section 504
hereof.
(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 or the Fixed Rate Mode for 2004 Bonds described in
Section 504 hereof.
(c) General Provisions Applvinq 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;
(B) from a Term Rate Mode shall be the
Purchase Date of the current Interest Period; and
(C) from a Fixed Rate Mode pursuant to
Section 504 hereof 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 308(b) hereof, the
City shall deliver to the Notice Parties a counsel's opinion to the
effect that it expects to be able to deliver an opinion of Bond
Counsel on the Mode Change Date to the effect that such change
in mode shall not adversely affect the tax-exempt status of the 2004
Bonds.
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(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 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 to the effect that such mode
change shall not adversely affect the tax-exempt status of
the 2004 Bonds, the Mode Change Date; and
(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 of a confirmation of the ratings assigned to the 2004
Bonds upon the delivery of such new Liquidity Facility (or
amendment to such existing Liquidity Facility).
(iv) If all conditions to the 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 2004 Bonds that are the subject of the Mode
Chance Notice will be changed to 2004 Bonds in the Weekly Mode
on the Mode Change Date.
Section 309. No Partial Mode Changes. All 2004 Bonds shall be
in the same Mode.
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Section 310. Mandatory Conversion to Fixed Rate Mode. The City,
at the directionrof the Department, covenants to take such steps as are required
under this Series Ordinance to, as soon as reasonably possible, change the
Mode on the 2004 Bonds to a Fixed Rate Mode upon the occurrence of the
following events, unless otherwise directed in writing by the Insurer prior to the
date of such conversion:
(a) upon the Liquidity Facility Issuer's failure to transfer
amounts available under the Liquidity Facility to pay the Purchase Price of
the 2004 Bonds following proper notice by the Tender Agent; or
(b) upon the occurrence of an Expiration Date or
Termination Date of the Liquidity Facility that is then currently in effect with
respect to 2004 Bonds in a Mode that requires a Liquidity Facility, and
such Expiration Date or Termination Date occurs prior to a Substitution
Date; or
(c) if during the term of any Bond Year that the 2004
Bonds are Outstanding, the 2004 Bonds are held as Purchased Bonds for
a period of 45 consecutive days, or more; or
(d) if at any time during which the 2004 Bonds are
outstanding, the applicable rate of interest on 2004 Bonds held as
Purchased Bonds equals or exceeds the Maximum Rate; or
(e) if the City fails to provide a Liquidity Facility for the
2004 Bonds during any period that the 2004 Bonds are in a Mode which
requires the support of a Liquidity Facility.
ARTICLE IV
REDEMPTION
Section 401. Redemption Generally. Except as hereinafter
provided, the 2004 Bonds issued under this Series Ordinance shall be subject to
redemption, as a whole or in part at any time, at such time and prices, and in
such order as may be provided by the 1998 Bond Ordinance, this Series
Ordinance and the 2004 Bonds.
Section 402. Extraordinary Redemption of all Bonds. The Bonds
shall be redeemed as a whole or in part at any time upon payment of 100% of
the principal amount of the Bonds to be redeemed, plus interest accrued to the
redemption date, if the Department exercises its option to redeem the Bonds
pursuant to Section 710 of the 1998 Bond Ordinance, regarding the redemption
of Bonds from insurance and eminent domain proceeds.
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Section 403. Redemption Provisions Applicable to 2004 Bonds if
Issued as Variable Rate Bonds. The following redemption provisions shall apply
to the 2004 Bonds if they are initially issued as Variable Rate Bonds.
(a) Optional Redemption.
(i) 2004 Bonds in the Commercial Paper Mode
shall be subject to redemption at the option of the City, in whole or
in part, on their respective Purchase Dates at the Redemption Price
(100 percent of the principal amount), plus accrued interest to the
Redemption Date.
(ii) 2004 Bonds in the Daily Mode or Weekly Mode
shall be subject to redemption at the option of the City, in whole or
in part, on any Interest Payment Date, at the Redemption Price
(100 percent of the principal amount), plus accrued interest to the
Redemption Date.
(iii) 2004 Bonds in a Term Rate Mode during an
Interest Period that is less than four years shall be subject to
redemption at the option of the City, in whole or in part on their
individual Purchase Dates, at the Redemption Price (100 percent of
the principal amount), plus interest accrued to the Redemption
Date.
(iv) 2004 Bonds in the Term Rate Mode during
an Interest Period that is equal to or greater than four years or
2004 Bonds in the Fixed Rate Mode are subject to redemption
at the option of the City, in whole or in part, on any date
following the No Call Period at the Redemption Prices (plus
accrued interest), both as set forth below:
OPTIONAL REDEMPTION DURING TERM RATE MODE
AND FIXED RATE MODE
Duration of Interest Period
in Term Rate Mode
or Fixed Rate Mode
Greater than or equal to 11 years
Greater than or equal to 8 years
and less than 11 years
Greater than or equal to 4 years
and less than 8 years
Duration of Interest Period in Fixed
Rate Mode is less than 4 years
No Call Period
(commencing on the date of
commencement of the Term Rate or
Fixed Rate Mode Interest Period) Redemption Price
8 years 100%
6 years 100%
3 years 100%
2004 Bonds are subject to optional 100%
redemption at any time
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(v) The City may, in connection with a change to a
Term Rate Mode or Fixed Rate Mode, or on any Purchase Date for
2004 Bonds bearing interest at a Term Rate, alter its rights as
described above in Section 403(a)(iv) hereof to redeem any 2004
Bonds on and prior to the Mode Change Date or Purchase Date, as
the case may be, without the consent of the Holders of the 2004
Bonds; provided, that notice describing the alteration shall be
submitted to the Tender Agent, the Paying Agent and the
Remarketing Agent, together with an opinion of Bond Counsel,
addressed to them to the effect that such alteration shall not affect
the tax-exempt status of the 2004 Bonds, as applicable.
(b) Redemption from Amortization Installments.
(i) The 2004 Bonds shall be subject to mandatory
redemption and payment prior to maturity on such dates and in
such years, at such price(s) plus accrued interest to the redemption
date in accordance with a mandatory amortization installment
schedule to be approved by the Chairman, or Executive Director of
the Department prior to the issuance of the 2004 Bonds, which
schedule shall be set forth in the 2004 Bonds.
(ii) The Paying Agent shall make timely selection
of such 2004 Bonds or portions thereof to be so redeemed in
Authorized Denominations of principal amount in such equitable
manner as the Paying Agent may determine and shall give notice
thereof without further instructions from the City. At the option of
the City, to be exercised on or before the 45th day next preceding
each amortization installment redemption date, the City may: (i)
deliver 2004 Bonds to the Paying Agent for cancellation; or (ii) elect
to receive a credit in respect to the mandatory redemption
obligation under this Section 403(b) for any 2004 Bonds which prior
to such date have been paid (other than through the operation of
the requirements of this Section 403(b) and cancelled by the
Paying Agent and not theretofore applied as a credit against any
redemption obligation under this Section 403(b). Each 2004 Bond
of a maturity so delivered or previously purchased or redeemed
shall be credited at 100 percent of the principal amount thereof on
the obligation to redeem 2004 Bonds of such maturity on the next
mandatory redemption date applicable to 2004 Bonds of such
maturity that is at least 45 days after receipt by the Paying Agent of
such instructions from the City, and any excess of such amount
shall be credited on future mandatory redemption obligations for
2004 Bonds of such maturity in chronological order or such other
order as the City may designate, and the principal amount of 2004
Bonds of such maturity to be redeemed on such future mandatory
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redemption dates by operation of the requirements of this Section
403(b) shall be reduced accordingly. If the City intends to exercise
any option granted by the provisions of this clause (ii) of Section
403(b), the City will, on or before the 45th day next preceding the
applicable mandatory redemption date, furnish the Paying Agent a
written certificate indicating to what extent the provisions of said
clauses (i) or (ii) are to be complied with in respect to such
mandatory redemption payment.
(c) Redemption in Part. In the event of redemption of
Tess than all the 2004 Bonds, then the 2004 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 2004 Bonds to be redeemed shall be in Authorized Denominations;
and provided, further, any 2004 Bonds which are held by the Liquidity
Facility Issuer and are subject to redemption shall be redeemed prior to
any other 2004 Bonds. New 2004 Bonds representing the unredeemed
balance of the principal amount thereof shall be issued to the Holder
thereof, without charge therefor. Any new 2004 Bond issued pursuant to
this Section 403(c) shall be executed by the City and authenticated by the
Paying Agent and shall be in any Authorized Denominations in an
aggregate unpaid principal amount equal to the unredeemed portion of
such 2004 Bond surrendered.
(d) Notice of Redemption.
(i) Unless waived by any Holder of 2004 Bonds to
be redeemed, official notice of any such redemption shall be given
by the Paying Agent on behalf of the City by mailing a copy of an
official redemption notice by first class mail, at least 30 days prior to
the redemption date for 2004 Bonds, to each Holder of the 2004
Bonds to be redeemed at the address shown on the bond
registration books.
(ii) All official notices of redemption shall be dated
and shall state:
(A) The Redemption Date;
(B) The Redemption Price;
(C) The principal amount (and, in the case
of partial redemption, the respective principal amounts,
identification numbers and maturity date) of the 2004 Bonds
to be redeemed;
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(D) That on the Redemption Date the
Redemption Price will become due and payable upon each
such 2004 Bond or portion thereof called for redemption, and
that interest thereon shall cease to accrue from and after
said date; and
(E) The place where the 2004 Bonds to be
redeemed are to be surrendered for payment of the
Redemption Price, which place of payment shall be the
designated payment office of the Paying Agent.
(iii) The failure of any Holder of 2004 Bonds to
receive notice given as provided in this Section 403(d), or any
defect therein, shall not affect the validity of any proceedings for the
redemption of any 2004 Bonds. Any notice mailed as provided in
this Section 403(d) shall be conclusively presumed to have been
duly given and shall become effective upon mailing, whether or not
any Holder receives such notice.
(iv) So long as DTC is effecting book -entry
transfers of the 2004 Bonds, the Paying Agent shall provide the
notices specified in this Section 403(d) only to DTC. It is expected
that DTC shall, in turn, notify its participants and that the
participants, in turn, will notify or cause to be notified the beneficial
owners. Any failure on the part of DTC or a participant, or failure on
the part of a nominee of a beneficial owner of a 2004 Bond to. notify
the beneficial owner of the 2004 Bond so affected, shall not affect
the validity of the redemption of such 2004 Bond.
(v) Any notice of optional redemption given
pursuant to this Section 403(d) shall state that it is conditional upon
receipt by the Paying Agent of moneys sufficient to pay the
Redemption Price, plus interest accrued to the Redemption Date,
or upon the satisfaction of any other condition, or that it may be
rescinded upon the occurrence of any other event, and any
conditional notice so given may be rescinded at any time before
payment of such Redemption Price and accrued interest if any
such condition so specified is not satisfied or if any such other
event occurs. Notice of such rescission shall be given by the
Paying Agent to affected Holders of 2004 Bonds as promptly as
practicable upon the failure of such condition or the occurrence
of such other event.
Section 404. Redemption Provisions Applicable to 2004 Bonds if
Issued as Fixed Rate Bonds. The redemption provisions set forth in the Bond
Purchase Agreement entered into with respect to the 2004 Bonds and in the
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2004 Bonds to be authenticated and delivered shall apply to the 2004 Bonds if
they are initially issued as fixed rate bonds.
Section 405. Use of Government Obligations to Redeem 2004
Bonds. For purposes of all Sections in this Article, Government Obligations shall
be deemed to be sufficient to pay or redeem 2004 Bonds or portions of 2004
Bonds on a specified date if the principal of and the interest on such Government
Obligations, when due, will be sufficient to pay on such date the Redemption
Price of, and the interest accruing on, such 2004 Bonds or portions to such date.
Section 406. Cancellation. 2004 Bonds called for redemption shall
be canceled upon the surrender thereof.
ARTICLE V
PURCHASE OF 2004 Bonds
The provisions of this Article V shall apply to the 2004 Bonds if they
are issued as Variable Rate Bonds.
Section 501. Optional Tender of 2004 Bonds in Daily Mode and
Weekly Mode.
(a) Subject to the provisions of Section 509, any 2004
Bond (or portions thereof in an Authorized Denomination) in the Daily
Mode is subject to purchase, on the demand of the Holder thereof, at a
price equal to the Purchase Price on any Business Day (such purchase to
be made on the Business Day upon which such demand is made), upon
irrevocable telephonic notice to the Tender Agent and the Remarketing
Agent (promptly confirmed in writing by such Holder, delivered to the
Tender Agent and the Remarketing Agent by Electronic Means by
11:00 a.m., at their respective designated offices) which states the number
and principal amount of such 2004 Bond being tendered and the Purchase
Date. Such tender notice, once transmitted to the Tender Agent, shall be
irrevocable with respect to the tender for which such tender notice was
delivered and such tender shall occur on the Business Day specified in
such Tender Notice. The Tender Agent shall, as soon as practicable,
notify the Paying Agent of the principal amount of 2004 Bonds being
tendered. The contents of any such irrevocable telephonic tender notice
shall be conclusive and binding on all parties.
(b) Subject to the provisions of Section 509, the Holders
of 2004 Bonds in a Weekly Mode may elect to have such 2004 Bonds (or
portions thereof in an Authorized Denomination) purchased at a price
equal to the Purchase Price upon delivery of an irrevocable written notice
of tender, or irrevocable telephonic notice of tender to the Tender Agent
and Remarketing Agent, promptly confirmed in writing by Electronic
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Means to the Tender Agent and the Remarketing Agent at their respective
designated offices, not later than 4:00 p.m. on a Business Day not less
than seven days before the Purchase Date specified by the Holder. Such
notice shall (i) state the number and the principal amount of such 2004
Bond being tendered and (ii) state that such 2004 Bond shall be
purchased on the Purchase Date so specified by the Holder. The Tender
Agent shall notify the Paying Agent by the close of business on the next
succeeding Business Day of the receipt of any notice pursuant to this
paragraph.
(c) Notwithstanding anything herein to the contrary,
during any period that the 2004 Bonds are registered in the name of DTC
or a nominee thereof pursuant to this Series Ordinance, (i) any notice of
tender delivered pursuant to this Section 501 shall also (a) provide
evidence satisfactory to the Tender Agent and the Remarketing Agent that
the party delivering the notice is the beneficial owner or a custodian for the
beneficial owner of the 2004 Bonds referred to in the notice, and (b) if the
beneficial owner is other than a DTC participant, identify the DTC
participant through whom the beneficial owner will direct transfer; (ii) on or
before the Purchase Date, the beneficial owner must direct (or if the
beneficial owner is not a DTC participant, cause its DTC participant to
direct) the transfer of said 2004 Bond on the records of DTC; and (iii) it
shall not be necessary for 2004 Bonds to be physically delivered on the
date specified for purchase thereof, but such purchase shall be made as if
such 2004 Bonds had been so delivered, and the Purchase Price thereof
shall be paid to DTC. In accepting a notice of tender of any 2004 Bond
pursuant to this Section 501, the Paying Agent and the Tender Agent may
conclusively assume that the Person providing the notice of tender is the
beneficial owner of the 2004 Bonds being tendered and therefore entitled
to tender them. The Paying Agent and Tender Agent assume no liability to
anyone in accepting a notice of tender from a Person whom it reasonably
believes to be such a beneficial owner of the 2004 Bonds.
Section 502. Mandatory Purchase at End of Commercial Paper
Mode Interest Periods. Subject to Section 509, each 2004 Bond in the
Commercial Paper Mode shall be subject to mandatory tender for purchase on its
Purchase Date at the Purchase Price. No notice of such mandatory purchase
shall be given to the Holders of the Bonds.
Section 503. Mandatory Purchase on Any Mode Change Date.
Subject to Section 509, the 2004 Bonds to be changed to any Mode from any
other Mode are subject to mandatory tender for purchase on the Mode Change
Date at the Purchase Price.
Section 504. Mandatory Purchase at End of Term Rate Period or
upon Redemption of 2004 Bonds in Fixed Rate Mode. Subject to Section 509,
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the 2004 Bonds in the Term Rate Mode are subject to mandatory tender for
purchase on each Purchase Date at the Purchase Price.
Any 2004 Bond in a Fixed Rate Mode which is subject to optional
redemption pursuant to Section 403(a) hereof may be subject, at the option of
the City at the direction of the Department, to mandatory purchase in lieu of
redemption on the date of redemption thereof. The City shall notify the .Paying
Agent no later than 45 days prior to the date set for redemption of its
determination to exercise its rights hereunder. The Paying Agent shall notify all
affected 2004 Bondholders that they will be subject to mandatory purchase in lieu
of redemption on the proposed redemption date.
Section 505. Mandatory Purchase Upon Expiration Date,
Termination Date and Substitution Date of Liquidity Facility. Subject to Section
509, the 2004 Bonds shall be subject to mandatory tender for purchase on:
(a) The second Business Day preceding the Expiration
Date of a Liquidity Facility, which second Business Day is hereinafter
referred to as an "Expiration Tender Date;'
(b) Fifth calendar day (or if such day is not a Business
Day, the preceding Business Day) preceding the Termination Date of a
Liquidity Facility, which fifth calendar day is hereinafter referred to as a
"Termination Tender Date," if the Liquidity Facility permits a draw thereon
on the Termination Tender Date; and
(c) The Substitution Date for a Liquidity Facility.
Section 506. Notice of Mandatory Tender for Purchase.
(a) Paying Agent shall, at least 15 calendar days prior to
the Expiration Tender Date with respect to the 2004 Bonds, give notice to
the 2004 Bondholders and the Remarketing Agent of the mandatory
tender of the 2004 Bonds on such Expiration Tender Date, if it has not
theretofore received confirmation that the Expiration Date has been
extended.
(b) The Paying Agent shall, at least 15 calendar days
prior to the Termination Tender Date with respect to 2004 Bonds, give
notice to the 2004 Bondholders and the Remarketing Agent of the
mandatory tender of the 2004 Bonds on such Termination Tender Date if it
has not theretofore received a notice executed by the City and the
Liquidity Facility Issuer stating that the event which resulted in the
establishment of the Termination Tender Date has been cured.
(c) The Paying Agent shall, at least 30 calendar days
prior to any Substitution Date with respect to a Liquidity Facility relating to
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any 2004 Bonds, give notice to the 2004 Bondholders and the
Remarketing Agent of the mandatory tender of such 2004 Bonds on such
Substitution Date.
(d) The Paying Agent shall, at least 30 calendar days
prior to any Purchase Date for 2004 Bonds in a Term Rate Mode or a
Fixed Rate Mode or any Mode Change Date if the Current Mode is the
Term Rate Mode or the Fixed Rate Mode, and at least 15 days prior to
any Mode Change Date if the Current Mode is the Daily Mode, the Weekly
Mode or the Commercial Paper Mode, give notice to the 2004
Bondholders and the Remarketing Agent of the mandatory tender for
purchase of such 2004 Bonds on such Purchase Date or Mode Change
Date, as applicable.
(e) Except as provided in Section 502 hereof, notice of
any mandatory tender of 2004 Bonds shall state that such 2004 Bonds are
to be purchased pursuant to Section 503, 504 or 505 hereof, shall be
provided by the Paying Agent or caused to be provided by the Paying
Agent by mailing a copy of the notice of mandatory tender by first-class
mail to each Holder of 2004 Bonds at the respective addresses shown on
the registration books kept by the Paying Agent. Each notice of
mandatory tender for purchase shall identify the reason for the
mandatory tender for purchase, and specify the Mandatory Purchase
Date, the Purchase Price, the place and manner of payment, that the
Holder has no right to retain such 2004 Bonds and that no further interest
will accrue from and after the Mandatory Purchase Date to such Holder.
Each notice of mandatory tender for purchase caused by a change in the
Mode applicable to the 2004 Bonds shall in addition specify the
conditions that have to be satisfied pursuant to Section 308 hereof in
order for the new Mode to become effective and the consequences that
the failure to satisfy any of such conditions would have. In the event a
mandatory tender of 2004 Bonds shall occur at or prior to the same date
on which an optional tender for purchase is scheduled to occur, the
terms and conditions of the applicable mandatory tender for purchase
shall control. The Paying Agent shall give a copy of any notice of
mandatory tender given by it to the other Notice Parties. Any notice
mailed as provided in this Section 506 shall be conclusively presumed to
have been duly given, whether or not the Holder of the 2004 Bond
receives the notice, and the failure of such Holder to receive any such
notice shall not affect the validity of the action described in such notice.
Failure by the Paying Agent to give a notice as provided in this Section
506 shall not affect the obligation of the Tender Agent to purchase the
2004 Bonds subject to mandatory tender for purchase on the Mandatory
Purchase Date.
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Section 507. Purchase Fund. A Purchase Fund may be
established by the Tender Agent in -connection with the delivery to the Paying
Agent of an alternate Liquidity Facility, which Fund, if established, shall be held
by the Tender Agent and may have such separate accounts as may be directed
by the Department to the Tender Agent. Such Purchase Fund and accounts
therein maybe established for the purpose of depositing moneys obtained from
(a) the remarketing of 2004 Bonds, (b) draws under a Liquidity Facility and (c) the
City, and such deposited moneys shall be used solely to pay the Purchase Price
of 2004 Bonds or to reimburse a Liquidity Facility Issuer for a drawing on the
Liquidity Facility to pay the Purchase Price of 2004 Bonds.
Section 508. Remarketing of 2004 Bonds; Notices.. The
Remarketing Agent for the 2004 Bonds shall offer for sale and use its best efforts
to find purchasers for (i) all 2004 Bonds or portions thereof as to which notice of
tender pursuant to Section 501 has been given, and (ii) all 2004 Bonds required
to be tendered for purchase. 2004 Bonds shall be remarketed at one hundred
percent (100%) of principal thereof plus accrued interest thereon. No 2004
Bonds shall be remarketed to the City.
(a) The Remarketing Agent shall notify the Tender Agent
by Electronic Means not later than 12:00 noon (1:00 p.m. in the case of
2004 Bonds in the Commercial Paper Mode and the Daily Mode) on the
Purchase Date or Mandatory Purchase Date of the registration
instructions (Le., the names of the tendering Holders and the names,
addresses and taxpayer identification numbers of the purchasers, the
desired Authorized Denominations and, in the case of 2004 Bonds in
the Commercial Paper Mode, the Daily Mode or the Weekly Mode, any
account number for payment of principal and interest furnished by a
purchaser to the Remarketing Agent) with respect thereto; and
(b) Unless otherwise permitted by DTC and the book -
entry -only system applicable to the 2004 Bonds, the Tender Agent shall
authenticate and have available for delivery to the Remarketing Agent
prior to 1:30 p.m. on the Purchase Date or Mandatory Purchase Date new
2004 Bonds for the respective purchasers thereof.
(c) The Remarketing Agent shall at or before 11:00 a.m.
(12:00 noon in the case of 2004 Bonds in the Commercial Paper Mode
and the Daily Mode) on the Purchase Date or Mandatory Purchase Date,
as the case may be, (A) notify the City and the Tender Agent by Electronic
Means of the amount of tendered 2004 Bonds that were successfully and
not successfully remarketed, and (B) confirm to the Tender Agent the
transfer of the Purchase Price of remarketed 2004 Bonds to the Tender
Agent in immediately available funds at or before 1:00 p.m. (2:00 p.m. in
the case of 2004 Bonds in the Commercial Paper Mode and the Daily
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Mode), such confirmation to include the pertinent Fed Wire reference
-number.
(d) In the event that all of the tendered 2004 Bonds are
not successfully remarketed, the Tender Agent shall at or before 12:00
noon (1:00 p.m. in the case of 2004 Bonds in the Commercial Paper Mode
and the Daily Mode) on the Purchase Date or Mandatory Purchase Date,
as the case may be, notify the Liquidity Facility Issuer, in accordance with
the terms of the Liquidity Facility, by Electronic Means of the amount
necessary to be drawn upon the Liquidity Facility to pay the Purchase
Price of such tendered 2004 Bonds (for which remarketing proceeds are
not then on deposit in the Purchase Fund) not successfully remarketed.
(e) The Liquidity Facility Issuer shall cause to be
transferred to the Tender Agent in accordance with the priorities
established pursuant to Section 509 hereof immediately available funds by
3:00 p.m. on the Purchase Date or Mandatory Purchase Date, as the case
may be, in an amount equal to the Purchase Price of all 2004 Bonds
tendered or deemed tendered less the aggregate amount of remarketing
proceeds transferred to the Tender Agent by the Remarketing Agent
pursuant to Section 509(a) hereof. Immediately available funds received
by the Tender Agent from the amount payable under the Liquidity Facility
shall be deposited (to the extent a deposit of such funds is necessary) into
an account established by the Tender Agent and designated the "City of
Miami Parking System Revenue Bonds Series 2004 Purchase Account"
until applied in accordance with this Series Ordinance. Such funds shall
be held by the Tender Agent uninvested.
Section 509. Source of Funds for Purchase of 2004 Bonds. On or
before the close of business on the Purchase Date or the Mandatory Purchase
Date with respect to 2004 Bonds, the Tender Agent shall purchase such 2004
Bonds from the Holders at the Purchase Price. Funds for the payment of such
Purchase Price shall be derived in the order of priority indicated below:
(a) Immediately available funds transferred by the
Remarketing Agent to the Tender Agent derived from the remarketing of
the 2004 Bonds; and
(b) Immediately available funds transferred to the Tender
Agent from amounts available under the Liquidity Facility.
The City shall have no obligation to transfer any funds or monies to the Tender
Agent for the payment of the Purchase Price of the 2004 Bonds on a Purchase
Date or a Mandatory Purchase Date, and the failure of the City to transfer such
funds or monies shall not constitute an Event of Default under the 1998 Bond
Ordinance, as supplemented by this Series Ordinance.
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Section 510. Delivery of 2004 Bonds. Except as otherwise
required or permitted by the book -entry -only system of DTC, the 2004 Bonds
sold by the Remarketing Agent shall be delivered by the Remarketing Agent to
the purchasers of those 2004 Bonds by 3:00 p.m., on the Purchase Date or the
Mandatory Purchase Date, as the case may be. The 2004 Bonds purchased
with moneys provided by the Liquidity Facility Issuer shall be delivered at the
direction of the Liquidity Facility Issuer. The Purchased Bonds will not be
released upon remarketing until the Tender Agent has received written notice
from the Liquidity Facility Issuer that the principal commitment and interest
commitment of the Liquidity Facility has been reinstated.
Section 511. Delivery and Payment for Purchased 2004 Bonds:
Undelivered 2004 Bonds. Except as otherwise required or permitted by the
book -entry -only system of DTC, the 2004 Bonds purchased pursuant to this
Series Ordinance shall be delivered (with all necessary endorsements) at or
before 12:00 noon on the Purchase Date or Mandatory Purchase Date, as the
case may be, at the office of the Tender Agent in New York, New York; provided,
however, that payment of the Purchase Price of 2004 Bonds purchased pursuant
to Section 501 hereof shall be made only if such 2004 Bonds so delivered to the
Tender Agent conform in all respects to the description thereof in the notice of
tender. Payment of the Purchase Price shall be made by wire transfer in
immediately available funds by the Tender Agent by the close of business on the
Purchase Date or Mandatory Purchase Date, as the case may be, or, if the
Holder has not provided or caused to be provided wire transfer instructions, by
draft or check mailed to the Holder at the address appearing in the books
required to be kept by the Paying Agent pursuant to this Series Ordinance. If
2004 Bonds to be purchased are not delivered by the Holders to the Tender
Agent by 12:00 noon on the Purchase Date or the Mandatory Purchase Date, as
the case may be, the Tender Agent shall hold any funds received for the
purchase of those 2004 Bonds in trust in a separate account and shall pay such
funds to the former Holders upon presentation of the 2004 Bonds subject to
tender. Any such amounts shall be held uninvested. Such undelivered 2004
Bonds shall be deemed tendered and cease to accrue interest as to the former
Holders on the Purchase Date or the Mandatory Purchase Date, as the case may
be, and moneys representing the Purchase Price shall be available against
delivery of those 2004 Bonds at the designated office of the Tender Agent;
provided, however, that any funds which shall be so held by the Tender Agent
and which remain unclaimed by the former Holder of any such 2004 Bond not
presented for purchase for a period of six years after delivery of such funds to the
Tender Agent, shall, to the extent permitted by law, upon request in writing by the
City and the furnishing of security or indemnity to the Tender Agent's satisfaction,
be paid to the City free of any trust or lien and thereafter the former Holder of
such 2004 Bond shall look only to the City and then only to the extent of the
amounts so received by the City without any interest thereon and the Tender
Agent shall have no further responsibility with respect to such moneys or
payment of the Purchase Price of such 2004 Bonds. The Tender Agent shall
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authenticate a replacement 2004 Bond for any undelivered 2004 Bond which
may then be remarketed by the Remarketing Agent.
ARTICLE VI
LIQUIDITY FACILITIES
The provisions of this Article VI shall apply to the 2004 Bonds if
they are issued as Variable Rate Bonds.
Section 601. Liquidity Facility. The City and the Department shall
obtain an initial Liquidity Facility for the 2004 Bonds, and shall maintain an
amount of available borrowing capacity under the Liquidity Facility that would be
sufficient to satisfy the purposes set forth herein. The City hereby delegates to
the Chairman of the Board and the Executive Director of the Department
authority to obtain such Liquidity Facility for the 2004 Bonds.
(a) At any time the City may obtain or provide for the
delivery to the Paying Agent of an alternate Liquidity Facility with respect
to the 2004 Bonds. Any such Liquidity Facility shall provide that a
Termination Tender Date shall not occur unless the issuer thereof gives to
the City or Paying Agent written notice thereof at least 30 days prior to the
Termination Tender Date. On or prior to the date on which an alternate
Liquidity Facility is obtained or delivered to the Paying Agent, the City shall
furnish to the Paying Agent and the Remarketing Agent (i) an opinion of
Bond Counsel to the effect that the substitution of the alternate Liquidity
Facility does not adversely affect the tax-exempt status of the 2004
Bonds, and (ii) opinion of counsel for the alternate Liquidity Facility Issuer
as to the validity and enforceability of the alternate Liquidity Facility, as
well as like opinion of foreign counsel if the Liquidity Facility Issuer is not
incorporated or formed in the United States. As provided in Section 505
hereof, all Outstanding 2004 Bonds will become subject to mandatory
tender for purchase on the Substitution Date.
(b) Unless otherwise consented to in writing by the issuer
of a bond insurance policy for the 2004 Bonds, the City shall obtain, in a
reasonably timely manner, an alternate Liquidity Facility with respect to
the 2004 Bonds if the short-term credit rating of the Liquidity Facility
Provider of the then existing Liquidity Facility is downgraded to a rating of
Tess than "VMIG-1 "P'A-1" by Moody's and S&P, respectively. The short-
term credit rating of such alternate Liquidity Facility Provider shall not be
less than "VMIG-1"1"A-1" by Moody's and S&P, respectively.
(c) The City shall deliver to the Paying Agent and the
Tender Agent a copy of the Liquidity Facility obtained pursuant to this
Article VII on the effective date of such Liquidity Facility. In the event of an
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extension of the Expiration Date, the City shall give the Paying Agent, the
Tender Agent -and the Remarketing Agent a written notice of the new
Expiration Date at least 16 days prior to the Expiration Tender Date. In
the event of a substitution of a Liquidity Facility with an alternate Liquidity
Facility, the City shall give the Paying Agent, the Tender Agent and the
Remarketing Agent a written notice of the Substitution Date at least 31
days prior to such Substitution Date. The City shall give the Paying Agent,
Tender Agent and Remarketing Agent a written notice of any Termination
Tender Date at least 16 days prior to such Termination Tender Date. The
City shall give the Paying Agent and Tender Agent a written notice of its
election to terminate the Liquidity Facility at least 16 days prior to the
Expiration Tender Date resulting from its election to terminate such
Liquidity Facility.
(d) The Liquidity Facility shall provide for draws thereon
or borrowings therefrom, in the aggregate, in an amount at least equal to
the Liquidity Amount for the related 2004 Bonds.
ARTICLE VII
CONSTRUCTION FUND ACCOUNTS
Section 701. 2004 Proiect Account. A special account and
subaccount within the Construction Fund established under the 1998 Ordinance
is hereby established and designated the "2004 Project Account" and a "Cost of
Issuance Subaccount." Monies received by the Department from any source for
acquisition, construction and equipping of the 2004 Project, or the reimbursement
of the Cost of the 2004 Project, including but not limited to the proceeds of the
2004 Bonds, shall be deposited upon delivery into the 2004 Project Account.
The money in the 2004 Project Account shall be held by the
Department in trust and, pending application to the payment or reimbursement of
the Cost of the 2004 Project, or transfer as provided herein, shall be subject to a
lien and charge in favor of the Holders of 2004 Bonds issued and Outstanding
under this Series Ordinance and shall be held for the security of such Holders.
Moneys deposited into the 2004 Project Account as capitalized interest related to
2004 Bonds shall be transferred to the Interest Account hereinafter created and
applied as needed to pay interest on the applicable 2004 Bonds.
Section 702. Payments from 2004 Proiect Account. All payments
from the 2004 Project Account shall be subject to the provisions and restrictions
on payments set forth in Section 503 of the 1998 Bond Ordinance, and the
Department shall not cause or agree to permit to be paid from the 2004 Project
Account any sums except in accordance with such provisions and restrictions.
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ARTICLE VIII
REVENUES AND FUNDS
Section 801. Application of Funds and Accounts under 1998 Bond
Ordinance to the 2004 Bonds. The money in all of the Funds and Accounts
established under Article V of the 1998 Bond Ordinance shall be held in trust and
applied as provided therein and, pending such application, shall be subject to a
lien and charge in favor of the Holders of the 2004 Bonds issued and
Outstanding under this Series Ordinance and for the further security of such
Holders. The Department or the Trustee may establish separate accounts and
subaccounts for such Funds and Accounts with respect to the 2004 Bonds.
Section 802. Funds Held in Trust. All money that the Trustee shall
have withdrawn from the Bond Fund or shall have received from any other
source and set aside or deposited with the Paying Agent for the purpose of
paying any of the 2004 Bonds hereby secured, either at maturity or by purchase
or call for redemption, or for the purpose of paying any interest on the 2004
Bonds hereby secured, shall be held in trust for the respective Holders. All
interest on money so set aside or so deposited shall accrue to the benefit of the
Department and shall be paid to the Department annually.
Any money that is so set aside and that remains unclaimed by the
Holders for a period of two years after the date on which such 2004 Bonds or the
interest thereon. have become payable shall be paid to the Department or to
such officer, board or body, as may then be entitled by law to receive the same.
Thereafter the holders shall look only to the Department or to such officer, board
or body for payment and then only to the extent of the amounts so received,
without any interest thereon, and the Trustee shall have no responsibility with
respect to such money.
Section 803. Cancellation of 2004 Bonds. Upon receipt of the
same, the Trustee shall cancel (a) all 2004 Bonds paid, redeemed, or purchased
by the Trustee or purchased by the Department and delivered to the Trustee, and
(b) ail 2004 Bonds delivered to the Trustee in exchange for other 2004 Bonds or
delivered to the Trustee upon the transfer of any registered 2004 Bond if a new
2004 Bond is delivered upon such transfer. The Trustee shall certify to the
Department the details of all 2004 Bonds so canceled. All 2004 Bonds canceled
under any of the provisions of this Series Ordinance either shall be delivered to
the Department or destroyed by the Trustee, as the Department directs. Upon
destruction of any 2004 Bonds, the Trustee shall execute a certificate in
duplicate, describing the 2004 Bonds so destroyed; one executed certificate shall
be filed with the Department and the other executed certificate shall be retained
by the Trustee.
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Section 804. Security for the 2004 Bonds. As security for the
payment of the 2004 Bonds and the interest thereon, the City and the
Department hereby grant to the Trustee a pledge of (a) Net Revenues, (b) their
right to receive Net Revenues, and (c) the money and Investment Obligations in
any and all of the Funds and Accounts established under 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. It is the intent of the City and the Department
that this pledge shall be effective and operate immediately and that the Trustee
shall have the right to collect and receive said Net Revenues in accordance with
the provisions of the 1998 Bond Ordinance and this Series Ordinance at all times
during the period from and after the date of the 2004 Bonds issued hereunder
until the 2004 Bonds have been fully paid and discharged, including, without
limitation, at all times after the institution and during the pendency of bankruptcy
or similar proceedings.
(a) The 2004 Bonds shall not constitute a debt of the City
for which the faith and credit of the City is pledged. The issuance of the
2004 Bonds shall not directly or indirectly or contingently obligate the City
to levy any tax or pledge any form of taxation whatever therefor. The 2004
Bonds shall not constitute a charge, lien or encumbrance, legal or
equitable, upon any property of the City.
(b) The aforementioned pledge shall not inhibit the sale
or disposition of the Parking System in accordance with the 1998 Bond
Ordinance or this Series Ordinance and shall not impair or restrict the
ability of the Department to invest in securities and other forms of
investment, subject to the provisions of the 1998 Bond Ordinance or this
Series Ordinance.
ARTICLE IX
DEPOSITARIES OF MONEY, SECURITY FOR DEPOSITS,
INVESTMENT OF FUNDS, AND COVENANT AS TO ARBITRAGE
Section 901. Security for Deposits. Any and all money received
under the provisions of this Series Ordinance shall be deposited as received with
the Trustee or one or more other Depositaries as provided in this Series
Ordinance, and shall be trust funds under the terms hereof, and shall not be
subject to any lien or attachment by any creditor of the City, the Board or the
Department.
Until money deposited with the Trustee or any other Depositary
hereunder has been invested in Investment Obligations, the amount of money in
excess of the amount guaranteed by the Federal Deposit Insurance Corporation
or other federal agency shall be continuously secured for the benefit of the City
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and the Department and the Holders in such other manner as may then be
required or permitted by applicable State or federal laws and regulations
regarding the security for, or granting a preference in the case of, the deposit of
trust funds; provided that it shall not be necessary for the Trustee or any Paying
Agent to give security for the deposit of any money with it for the payment of the
principal of or the redemption premium or the interest on any 2004 Bonds or for
the Trustee or any Depositary to give security for any money that is represented
by Investment Obligations purchased under the provisions of this Article.
All money deposited with the Trustee or any Depositary shall be
credited to the particular Fund or Account to which such money belongs.
Section 902. Investment of Money. Money held for the credit of all
Accounts and subaccounts established hereunder shall be continuously invested
and reinvested in accordance with the terms and provisions of the 1998 Bond
Ordinance.
Section 903. Valuation. For the purpose of determining the amount
on deposit in any Fund or Account, Investment Obligations in which money in
such Fund or Account is invested, with the exception of the Reserve Account,
shall be valued in accordance with the terms and provisions of the 1998 Bond
Ordinance.
Section 904. Tax Covenant. It is the intention of the City and the
Department that the interest on the 2004 Bonds issued hereunder that are not
Taxable 2004 Bonds be and remain excluded from gross income for federal
income tax purposes and to this end the City hereby represents to and covenants
with each of the Holders of the 2004 Bonds issued hereunder that are not
Taxable 2004 Bonds that it will comply with the requirements applicable to it
contained in Section 103 and Part IV of Subchapter B of Subpart A of Chapter 1
of the Code to the extent necessary to preserve the exclusion of interest on the
2004 Bonds issued hereunder that are not Taxable 2004 Bonds from gross
income for federal income tax purposes. Specifically, without intending to limit in
any way the generality of the foregoing, the City covenants and agrees:
(1) to make or cause to be made all necessary determinations
and calculations of the Rebate Amount and required payments of the
Rebate Amount;
(2) to set aside sufficient moneys in the Rebate Fund or
elsewhere, from the Pledged Funds or other legally available funds of the
City, to timely pay the Rebate Amount to the United States of America;
(3) to pay the Rebate Amount to the United States of America
from the Pledged Funds or from any other legally available funds, at the
times and to the extent required pursuant to Section 148(f) of the Code;
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(4) to maintain and retain all records pertaining to the Rebate
Amount with respect to the 2004 Bonds that are not Taxable 2004 Bonds
issued hereunder and required payments of the Rebate Amount with
respect to the 2004 Bonds that are not Taxable 2004 Bonds for at least six
years after the final maturity of the 2004 Bonds that are not Taxable 2004
Bonds or such other period as shall be necessary to comply with the
Code;
(5) to refrain from taking any action that would cause any 2004
Bonds or any Series or portion thereof issued hereunder, other than
Taxable 2004 Bonds and 2004 Bonds issued with the intent that they shall
constitute "private activity 2004 Bonds" under Section 141 (a) of the Code,
to be classified as "private activity 2004 Bonds" under Section 141(a) of
the Code; and
(6) to refrain from taking any action that would cause the 2004
Bonds that are not Taxable 2004 Bonds issued hereunder to become
arbitrage 2004 Bonds under Section 148 of the Code.
The City understands that the foregoing covenants impose
continuing obligations of the City with respect to any Series of 2004 Bonds that
are not Taxable 2004 Bonds that will exist as long as the requirements of Section
103 and Part IV of Subchapter B of Subpart A of Chapter 1 of the Code are
applicable to such Series of 2004 Bonds.
With respect to any Series of 2004 Bonds that are not Taxable
2004 Bonds, if any amount shall remain in the Rebate Fund after payment in full
of such Series of 2004 Bonds and after payment in full of the Rebate Amount to
the United States of America with respect to such Series of 2004 Bonds, such
amount shall be available to the Department for any lawful purpose.
The Rebate Fund shall be held separate and apart from all other
funds and accounts of the City, shall not be impressed with a lien in favor of the
Bondholders and shall be available for use only as provided in this Series
Ordinance and the Code.
Notwithstanding any other provision of this Series Ordinance or the
1998 Bond Ordinance, the obligation of the City to pay the Rebate Amount to the
United States of America and to comply with the other requirements of this
Section shall survive the defeasance or payment in full of any Series of 2004
Bonds that are not Taxable 2004 Bonds.
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ARTICLE X
GENERAL COVENANTS AND REPRESENTATIONS
Section 1001. Payment of Principal, Interest and Premium. The
City, through the Department, shall cause to be paid, when due, the principal of
(whether at maturity, by acceleration, by call for redemption or otherwise) and the
premium, if any, and interest on the 2004 Bonds at the places, on the dates and
in the manner provided herein and in said 2004 Bonds according to the true
intent and meaning thereof. The 2004 Bonds are not general obligations of the
City but are limited obligations payable solely from Net Revenues, the
Department's rights to receive the same, and money and Investment Obligations
held in the Funds and Accounts created under the 1998 Bond Ordinance and this
Series Ordinance and the income from such Investment Obligations and the
investment of such money. The 2004 Bonds shall be secured as provided in the
1998 Bond Ordinance and this Series Ordinance. The 2004 Bonds shall not
constitute a debt of the City for which the full faith and credit of the City is
pledged. The issuance of the 2004 Bonds shall not directly or indirectly or
contingently obligate the City to levy any tax or to pledge any form of taxation
whatever therefor. The 2004 Bonds shall not constitute a charge, lien or
encumbrance, legal or equitable, upon any property of the City.
Section 1002. Construction of 2004 Project. Upon issuance of the
2004 Bonds, the Department shall diligently proceed to construct the 2004
Project. Upon the completion of the 2004 Project, the Department shall operate
and maintain the same as a part of the Parking System. The Department shall
require each person, firm or corporation with whom it may contract for
construction to (a) furnish a payment and performance bond in the full amount of
any contract, or (b) deposit with the Chief Financial Officer marketable securities
that have a market value equal to the amount of such contract and that are
eligible as security for the deposit of trust funds as provided in Section 701 of this
Series Ordinance or as provided in the 1998 Bond Ordinance. The proceeds of
any such performance bond or securities shall be deposited in the Construction
Fund and applied toward the completion of the 2004 Project in connection with
which such performance bond or securities are furnished.
Section 1003. Applicability of 1998 Bond Ordinance Covenants and
Representations. As Additional Bonds under the 1998 Bond Ordinance, the
covenants, and representations set forth in, and other terms and provisions of
Article VII of the 1998 Bond Ordinance shall continue to apply equally to the City
and the Department during any period that the 2004 Bonds remain Outstanding.
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ARTICLE XI
REMEDIES; EVENTS OF DEFAULT
Section 1101. Applicability of 1998 Bond Ordinance Remedies and
Events of Default. As Additional Bonds under the 1998 Bond Ordinance, the
remedies and events of default set forth in and other terms and provisions of
Article VIII of the 1998 Bond Ordinance shall apply to the 2004 Bonds.
ARTICLE XII
THE TRUSTEE, PAYING AGENT AND TENDER AGENT
Section 1201. Acceptance of Trusts. The City hereby delegates to
the Chairman and the Executive Director authority to designate the Trustee
under this Series Ordinance and, if the 2004 Bonds are issued as Variable Rate
Bonds, the Paying Agent and Tender Agent for the 2004 Bonds. The Trustee or
Paying Agent and Tender Agent, as applicable, shall signify its acceptance of the
duties and obligations and agree to execute the trusts imposed upon it by this
Ordinance by executing the certificate of authentication endorsed upon the 2004
Bonds, but only upon the terms and conditions set forth in this Article and subject
to the provisions of this Series Ordinance and the 1998 Bond Ordinance, to all of
which the City, the Board, the Department, the Trustee (or the Paying Agent) and
the respective Holders of the 2004 Bonds agree. Unless the Trustee or Paying
Agent, and Tender Agent, as applicable, has been given notice or otherwise has
notice that an Event of Default has occurred and is continuing, the Trustee,
Paying Agent and Tender Agent shall not be responsible except for the
performance of those duties that are expressly set forth in this Series Ordinance
and the 1998 Bond Ordinance, and no implied covenant or duty shall be read into
this Series Ordinance or the 1998 Bond Ordinance against the Trustee or Paying
Agent and Tender Agent, as applicable; provided, however, that nothing herein
shall relieve the Trustee, Paying Agent and Tender Agent from responsibility for
its own negligence or willful misconduct.
If an Event of Default has occurred and is continuing, the Trustee or
the Paying Agent and Tender Agent, as applicable, shall exercise such of the
rights and powers as are vested in it by this Series Ordinance and the 1998 Bond
Ordinance and shall use the same degree of care and skill in their exercise as a
prudent man would exercise or use under the circumstances in the conduct of his
own affairs.
Section 1202, The Applicability of Article IX of the 1998 Bond
Ordinance to the Trustee and Paying Agent for the 2004 Bonds. The terms and
provisions of Article IX of the 1998 Bond Ordinance shall apply equally to the
2004 Bonds and the Trustee or the Paying Agent and Tender Agent for the 2004
Bonds.
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ARTICLE XIII
EXECUTION OF INSTRUMENTS BY HOLDERS,
PROOF OF OWNERSHIP OF 2004 Bonds, AND DETERMINATION
OF CONCURRENCE OF HOLDERS
Section 1301. Execution of Instruments by Holders. Any request,
direction, consent or other instrument in writing required or permitted by this
Series Ordinance or the 1998 Bond Ordinance to be signed or executed by any
Holders may be in any number of concurrent instruments of similar tenor and
may be signed or executed by such Holders or their attorneys or legal
representatives. Proof of the execution of any such instrument and of the
ownership of 2004 Bonds shall be sufficient for any purpose of this Ordinance
and shall be conclusive in favor of the Trustee or the Paying Agent and Tender
Agent and the City and the Department with regard to any action taken by either
under such instrument if the fact and date of the execution by any person of any
such instrument may be proved by the verification, by any officer in any
jurisdiction who by the laws thereof has power to take affidavits within such
jurisdiction, to the effect that such instrument was subscribed and sworn to
before him, or by an affidavit of a witness to such execution. Where such
execution is on behalf of a person other than an individual, such verification or
affidavit shall also constitute sufficient proof of the authority of the signer thereof.
Nothing contained in this Article shall be construed as limiting the
Trustee or Paying Agent and Tender Agent to such proof, it being intended that
the Trustee or Paying Agent and Tender Agent may accept any other evidence of
the matters herein stated which it may deem sufficient. Any request or consent
of any Holder shall bind every future Holder of the same 2004 Bond in respect of
anything done by the Trustee or Paying Agent and Tender Agent in pursuance of
such request or consent.
Notwithstanding any of the foregoing provisions of this Section, the
Trustee shall not be required to recognize any person as a Holder or to take any
Action at his request unless such 2004 Bonds shall be deposited with it.
ARTICLE XIV
MISCELLANEOUS PROVISIONS
Section 1401. Applicability of Remaining Terms and Provisions of
the 1998 Bond Ordinance. The remaining terms and provisions of the 1998
Bond Ordinance, to the extent that such terms and provisions were intended to
apply to the 2004 Bonds as Additional Bonds under the 1998 Bond Ordinance,
shall apply equally to the 2004 Bonds and shall be deemed incorporated by
reference into the body of this Series Ordinance. Such terms and provisions
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shall include but shall not be limited to, Articles XI, XII and XIII of the 1998 Bond
Ordinance.
Section 1402. Delegation of Selection of Underwriter, and Approval
and Execution of Bond Purchase Agreement. The City hereby delegates to the
Chairman and the Executive Director authority to solicit proposals from and to
select an underwriter for the 2004 Bonds (the "Underwriter"), and hereby
delegates to the Chairman and the City Manager authority to accept an offer from
the Underwriter to purchase the 2004 Bonds which shall be provided in the form
of the Bond Purchase Agreement, subject to such changes, insertions and
omissions and filling of blanks therein as may be approved and made in such
form by and in the discretion of the Chairman and the City Manager in a manner
consistent with the terms of this Series Ordinance, or by the Certificate of the
Chairman and the City Manager awarding the sale of the 2004 Bonds, execution
and delivery of the Bond Purchase Agreement to be conclusive evidence of such
approval. Upon receipt of a disclosure statement from the Underwriter, the
Chairman and the City Manager are hereby authorized to accept the offer of the
Underwriter to purchase the 2004 Bonds in an aggregate principal amount of not
exceeding $45,000,000, provided however, that (i) the purchase price of the
2004 Bonds shall reflect an underwriter's discount of not greater than 1 % of the
par amount of the 2004 Bonds, reduced by any original issue discount and
increased by any premium reflected in the original offering price to the public of
such current interest paying bonds, if any, thereon, plus accrued interest thereon
to the date of delivery, (ii) the true interest cost rate (the "TIC") of the 2004 Bonds
shall not exceed 5.75% for 2004 Bonds issued on a tax-exempt basis, or 6.75%
for 2004 Bonds issued as taxable bonds, (iii) the interest rate on the 2004 Bonds
shall not exceed the maximum rate permitted by law, and (iv) the final maturity of
the 2004 Bonds shall not be later than October 1, 2034. Execution and delivery
of the Bond Purchase Agreement shall be conclusive evidence of the Chairman
and City Manager's acceptance. The Chairman and the City Manager are
hereby authorized to execute the Bond Purchase Agreement for and on behalf of
the City pursuant to the terms hereof and of the Bond Purchase Agreement.
Section 1403. Delegation of Approval and Execution of Continuing
Disclosure Certificate. The City hereby delegates to the Chairman and the
Director authority approve the form of and execute and deliver a Continuing
Disclosure Certificate with respect to the 2004 Bonds, subject to such changes,
insertions and omissions and filling of blanks therein as may be approved and
made in such form by and in the discretion of the Chairman and the Director in a
manner consistent with the terms of this Series Ordinance, execution and
delivery of the Continuing Disclosure Certificate to be conclusive evidence of
such approval.
Section 1404. Delegation of Approval of and Execution of
Documents related to Bond Insurance, Reserve Product, Liquidity Facility and
Remarketing Agreement. The City hereby delegates to the Chairman and the
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Director authority to negotiate the terms of and execute a commitment letter and
other documents in connection with a bond insurance policy and/or Reserve
Product, a Liquidity Facility and a Remarketing Agreement in connection with the
2004 Bonds, as necessary and applicable based on the rate structure of the
2004 Bonds and to designate, as necessary and applicable, the Remarketing
Agent and Liquidity Facility provider for the 2004 Bonds.
Section 1405. Delegation of Approval of Preliminary Official
Statement. The City hereby delegates to the City Manager and the Chairman the
authority to approve the form and content of a Preliminary Official Statement
related to the 2004 Bonds and the Chairman is hereby authorized to deem such
Preliminary Official Statement final on behalf of the City for purposes of the Rule.
Execution of a certificate by the Chairman deeming the Preliminary Official
Statement final shall be deemed conclusive evidence of the approval by the
Chairman on behalf of the City of the form and contents thereof.
The City hereby approves the form and content of the Final Official
Statement, substantially in the form of the Preliminary Official Statement, subject
to such changes, insertions, omissions and filling of blanks therein as shall be
approved by the Chairman and the City Manager, execution thereof to be
conclusive evidence of such approval. The City Manager, the Chairman and/or
the Executive Director of the Department are hereby authorized to execute the
Final Official Statement on behalf of the City and the Department.
Section 1406. Designation of Qualified Derivative Agreement. For
the purposes of the 1998 Bond Ordinance, the City hereby delegates to the
Chairman and the Director authority to negotiate the terms of and to execute a
Qualified Derivative Agreement with respect to the 2004 Bonds.
Section 1407. Authorizations. The City Manager, Chairman,
Director, and Chief Financial Officer, are each hereby authorized and directed,
individually or with others pursuant to their direction or authorization, to execute
such other documents, instruments and contracts, whether or not expressly
contemplated hereby, and to execute and do all acts and things required by the
provisions of this Series Ordinance as may be necessary for the full, punctual
and complete performance of all the terms, covenants, provisions and
agreements herein and therein contained, or as otherwise may be necessary or
desirable to effectuate the purpose and intent of this Series Ordinance or the
1998 Bond Ordinance. Such authorization shall include, but not be limited to, the
selection and hiring of professionals, including underwriters, trustees, paying
agents and any other professionals or service providers necessary to effectuate
the purposes of this Series Ordinance. The City Manager, Chairman, Director,
and Chief Financial Officer, the Trustee and the Paying Agent are hereby
authorized to take such actions as may be necessary to qualify the 2004 Bonds
for deposit with DTC in accordance with the Blanket Issuer Letter of
Representations dated October 4, 1995 from the City to DTC (the "DTC
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Agreement") and the taking of all actions required by such DTC Agreement, wire
transfers of interest and principal payments with respect to the Bonds, utilization
of electronic book entry data received from DTC in place of actual delivery of
Bonds and provisions of notice with respect to Bonds registered by DTC (or any
of its designees identified to the City, the Department, the Trustee or the Paying
Agent) by overnight delivery, courier service, telegram, telecopy or other similar
means of communication.
The City Manager, the Chairman, the Director and the Chief Financial
Officer are hereby designated as the primary officers of the City charged with the
responsibility of issuing the 2004 Bonds.
Section 1408. Successorship of City Officers. In the event that the
office of any officer or official of the City, the Board or the Department who is
vested with responsibility under this Series Ordinance is abolished or any two or
more offices are merged or consolidated, or in the event of a vacancy in any
such office by reason of death, resignation, removal from office or otherwise, or
in the event any such officer or official becomes incapable of performing the
duties of his office by reason of sickness, absence from the City or otherwise, all
powers conferred and all obligations and duties imposed upon such officer or
official shall be performed by the officer or official succeeding to the principal
functions thereof or by the officer or official upon whom such powers, obligations
and duties are imposed by law.
Section 1409. Inconsistent Ordinances. All ordinances and parts
thereof that are inconsistent with any of the provisions of this Series Ordinance
are hereby declared to be inapplicable to the provisions of this Series Ordinance.
Section 1410. Headings Not Part of Ordinance. Any headings
preceding the texts of the several Articles and Sections hereof, table of contents,
marginal notes, or footnotes appended' to copies hereof shall be solely for
convenience of reference and shall not constitute a part of this Series Ordinance
or affect its meaning, construction or effect.
Section 1411. Notices. All notices required to be given to owners of
2004 Bonds hereunder, unless otherwise expressly provided herein, shall be
given by first class mail, postage prepaid.
In addition to the notice provisions set forth in the 1998 Bond
Ordinance, the City shall give prior written notice to the Rating Agencies of any of
the following events if the 2004 Bonds are issued as Variable Rate Bonds:
(a) change of Paying Agent, Tender Agent, or
Remarketing Agent;
(b) Any material changes to the 1998 Bond Ordinance or
this Series Ordinance that affect the 2004 Bonds;
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(c) Any changes to the Liquidity Facility or any
agreement with the Liquidity Facility Issuer, Remarketing Agent, or Tender
Agent pertaining to the 2004 Bonds;
(d) Any expiration, termination or extension of the
Liquidity Facility or the obtaining of an alternate Liquidity Facility pertaining
to the 2004 Bonds;
(e) Any action in connection with a change to a Term
Rate Mode or Fixed Rate Mode or Commercial Paper Mode; and
(f) Any redemption, defeasance, mandatory tender or
acceleration of all the Outstanding 2004 Bonds.
Section 1412. City, the Board, Department, Trustee and
Bondholders Alone Have Rights Under Ordinance. 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, and the
Holders of 2004 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 and the Holders.
Section 1413. Effect of Partial Invalidity; Incorporation of Recitals. If
any one or more of the provisions of this Series Ordinance or of any 2004 Bonds
or coupons issued hereunder is held to be illegal or invalid; such illegality or
invalidity shall not affect any other provision of this Ordinance or of the 2004
Bonds, and this Series Ordinance and the 2004 Bonds shall be construed and
enforced as if such illegal or invalid provision had not been contained herein or
therein. The recitals set forth at the beginning of this Series Ordinance are
hereby incorporated by reference into the body of this Series Ordinance.
Section 1414. State Law Governs. The 2004 Bonds are issued and
this Series Ordinance is adopted with the intent that the laws of the State shall
govern their construction.
Section 1415. Notice. The City Clerk shall cause to be published
once, in a newspaper published in the City, a notice in substantially the following
form:
NOTICE
NOTICE IS HEREBY GIVEN that Ordinance No.
entitled as follows:
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AN ORDINANCE OF THE CITY OF MIAMI, FLORIDA
AUTHORIZING 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.
was duly adopted by the City Commission of the City of Miami,
Florida, on the - day of December, 2003.
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
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whatever, except in an action or proceeding commenced within
such periods.
By order of the City Commission of the City of Miami,
Florida.
City Clerk
Section 1416. 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) clays after the passage and adoption hereof.
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Footnotes:
{1} If the Mayor does not sign this Ordinance, it shall become effective at the
end of ten calendar 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.
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