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HomeMy WebLinkAboutlegislationORDINANCE NO. AN ORDINANCE OF THE CITY OF MIAMI, FLORIDA AUTHORIZING THE ISSUANCE OF ONE OR MORE SERIES OF TAXABLE OR TAX-EXEMPT PARKING SYSTEM REVENUE BONDS OF THE CITY OF MIAMI, FLORIDA, SERIES 2003 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; SETTING FORTH THE RIGHTS AND REMEDIES OF THE HOLDERS OF SUCH BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; DELEGATING TO CERTAIN OFFICERS OF THE CITY AND THE DEPARTMENT AUTHORITY TO APPROVE THE FORM OF AND TO EXECUTE AND DELIVER A BOND PURCHASE AGREEMENT, OFFICIAL STATEMENT, CONTINUING DISCLOSURE CERTIFICATE AND OTHER DOCUMENTS AND CERTIFICATES RELATED TO THE 2003 BONDS; DELEGATING TO THE CHAIRMAN AUTHORITY TO OBTAIN BOND INSURANCE AND A RESERVE PRODUCT WITH RESPECT TO THE 2003 BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, The City of Miami, Florida (the "City"), is authorized pursuant to the :Constitution and laws of the State of Florida, including, without limitation, Chapter 166, Florida Statutes, and the Charter of the City, to own and operate, through the Department of Off - Street Parking of the City, facilities for the parking of motor vehicles, to operate such facilities as a proprietary function and an enterprise of the City, and to collect fees and charges for the use and'services of such facilities; and WHEREAS, the City is also authorized pursuant to the Constitution and laws of the State of Florida and its Charter, to issue revenue bonds to pay the costs of acquiring and constructing such facilities and to refund such bonds and to pledge to the payment thereof certain revenues as hereinafter more particularly described; and WHEREAS, pursuant to Ordinance No. 11693, enacted by the City on August 14, 1998 (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 (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 {CR6 9773;2} WHEREAS, the 1998 Bond Ordinance further provides that, before Additional Bonds maybe 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 revenue 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 "2003 Project"); and 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 following words and terms as used in this Series Ordinance shall have the following meanings, unless some other meaning is plainly intended: "2003 Bonds" means the City's Parking System Revenue Bonds, Series 2003, authorized hereby, as a Series of Additional Bonds under the 1998 Bond Ordinance. "2003 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. "2003 Project Account" means the account in the Construction Fund designated as such created by Section 401 hereof. Section 102. Rules of Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words used herein shall include the plural as well as the singular number. The word "Person" shall include corporations, firms, associations, partnerships, joint ventures, joint stock companies, trusts, unincorporated organizations, and public bodies, as well as natural persons. When used in connection with the amounts on deposit in or to be deposited in any Fund or Account created hereunder, the word "money" shall include Investment Obligations. ARTICLE II AUTHORIZATION AND TERMS OF 2003 BONDS Section 201. Authorization of 2003 Bonds. There shall be issued under and secured by this Series Ordinance and the 1998 Bond Ordinance the 2003 Bonds as a Series of {OR664773;2} 2 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 2003 Project; (b) deposit into the Reserve Account an amount, or a Reserve Product in an amount, equal to the Reserve Requirement for the 2003 Bonds; (c) deposit into the Interest Account of the Bond Fund and amount equal to the capitalized interest on the 2003 Bonds during the period that the 2003 Projects are being acquired and constructed; and (d) pay costs of issuance related to the 2003 Bonds. The 2003 Bonds may be issued in multiple series as either tax-exempt or taxable bonds. The 2003 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 2003 Bonds. Such 2003 Bonds shall be executed in substantially the form set forth in this Series Ordinance, with such changes as may be necessary or appropriate. The 2003 Bonds shall be deposited with the Trustee for authentication and delivery, but before such Bonds shall be delivered the following shall be filed with the Trustee: (a) a copy, certified by the City Clerk to be a true and correct copy, of this Series Ordinance; and (b) such additional certificates, reports and opinions as are required by this Series Ordiance or the 1998 Bond Ordinance for the issuance of the 2003 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 2003 Bonds have been executed and authenticated as required by this Series Ordinance, the Trustee shall deliver said .2003 Bonds to or upon the order of the purchasers of the 2003 Bonds, but only upon payment to the Trustee of the purchase price of said 2003 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. The proceeds (including accrued interest and any premium) of the 2003 Bonds, together with any other funds made available by the City or the Department, shall be applied by the Trustee as follows: (1) the amount received as accrued interest on the 2003 Bonds, and any premium shall be deposited to the credit of the Interest Account; (2) an amount estimated by the Director to be sufficient for the purpose shall be credited to a cost of issuance subaccount in the 2003 Project Account in the Construction Fund herein created and applied to the payment of the expenses of issuing the 2003 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 {OR6697773;2 } 3 Agent fees and expenses related to the foregoing and any miscellaneous expenses relating to the issuance of the 2003 Bonds; (3) an amount equal to the Reserve Requirement on the 2003 Bonds shall be deposited to the credit of the Reserve Account; (4) the remainder of the proceeds of the 2003 Bonds, including any amounts allocable to capitalized interest on the 2003 Bonds, shall be deposited to the 2003 Project Account in the Construction Fund herein created and applied to pay or reimburse the Department for the Cost of the 2003 Project, or in the case of amounts allocable to capitalized interest, transferred to the Interest Account to pay interest on the 2003 Bonds pursuant to Section 401 hereof. Any moneys in the account mentioned in (2) in excess of the requirements of such account shall be transferred to the credit of the 2003 Project Account in the Construction Fund. Notwithstanding the provisions of paragraph (3) above, the City, through the Department, may provide for the deposit set forth in such paragraph by the purchase of a Reserve Product as provided in a certificate of the Director executed at the time of issuance of the 2003 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 2003 Bonds all or a portion of the proceeds of which will be used to finance the 2003 Project. Section 202. Execution and Form of Bonds. The 2003 Bonds shall be signed by, or bear the manual or the facsimile signatures of, the City Manager of the City and the City Clerk, and a facsimile of the official seal of the City shall be imprinted on the 2003 Bonds. In case any officer whose signature or a facsimile of whose signature appears on any 2003 Bonds ceases to be such officer before the delivery of such 2003 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 2003 Bond although at the date of such 2003 Bond such persons may not have been such officers. The definitive 2003 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: [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] (OR669773;21 4 No. [Form of Bonds] UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF MIAMI-DADE THE CITY OF MIAMI PARKING SYSTEM REVENUE BOND SERIES 2003 MATURITY DATE: INTEREST RATE: DATED DATE: CUSIP NO: Registered Owner: Principal Amount: The City of Miami (the "City"), a municipal corporation in the County of Miami - Dade, State of Florida, for value received, promises to pay, but solely from the sources and in the manner described below, to the order of the Registered Owner as herein provided, on the Maturity Date, upon the presentation and surrender hereof, at the principal corporate trust office of , in the City of (the "Trustee") the Principal Amount identified above. The City also promises to pay, solely from such sources, interest thereon from the date hereof at the Interest Rate identified above per annum until said principal sum is paid, such interest being payable on and in each year commencing , from the interest payment date next preceding the date of registration and authentication of this Bond, unless this Bond is registered and authenticated as of an interest payment date, in which case it shall bear interest from said interest payment date, or unless this Bond is registered and authenticated prior to in which case such Bond shall bear interest from ; provided, however, that if at the time of authentication, interest is in default, this Bond shall bear interest from the date to which interest shall have been paid. The City shall pay principal and interest in any coin or currency of the United States of America that is legal tender for the payment of public and private debts on the respective dates of payment thereof. This Bond is one of a duly authorized series of parking system revenue bonds of the City, initially issued in an aggregate principal amount of Dollars ($ ) (the "Series 2003 Bonds"). The Series Bonds are dated , 20_, and are of like tenor and effect except as to 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 2003 Project. The Series 2003 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 10R669773;2} 5 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 2003 Bonds, under the conditions, limitations and restrictions and for the purposes set forth in the ordinance (the Series 2003 Bonds, together with all such additional bonds, are hereinafter referred to as the "Bonds"). All capitalized undefined terms used herein shall have the meaning set forth in the Ordinance. This Bond is a limited obligation of the City secured by a pledge of, and payable solely from, Net Revenues, the City's rights to receive Net Revenues, and the money and Investment Obligations in the funds and accounts established under the Ordinance and the income derived from such Investment Obligations and the investment of such money. This Bond shall not be deemed to constitute a debt of the City for which the full faith and credit of the City are pledged, and the City is not obligated to pay this Bond or the premium, if any, or the interest hereon except from the aforementioned sources. The issuance of this Bond shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of taxation whatever therefor, and the holder of this Bond shall have no recourse to the power of taxation. This Bond does not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than upon the Net Revenues and other items expressly pledged under the terms of the Ordinance. Reference is made to the Ordinance for a more complete statement of the provisions thereof and of the rights of the City, the Trustee, and the holders of the Bonds. Copies of the Ordinance are on file and may be inspected at the principal office of the Trustee. By the purchase and acceptance of this Bond the holder or owner hereof signifies assent to all of the provisions of the Ordinance. This Bond is issued and the Ordinance was adopted under and pursuant to the Constitution and laws of the State of Florida, particularly Charter 166, Florida Statutes, and the Charter of the City. The transfer of this Bond is registrable by the registered owner hereof in person or by his attorney or legal representative at the principal office of the Trustee, but only upon presentation hereof to the Trustee, as Bond Registrar, together with an assignment duly executed by the registered owner or his attorney or legal representative, and the Trustee, as Bond 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. {OR669773;2} 6 [Insert redemption provisions applicable to the Series 2003 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 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. (OR669773;2} 7 Upon the occurrence of certain events of default, and on the conditions, in the manner and with the effect set forth in the Ordinance, the principal of this Bond may become or may be declared due and payable before its stated maturity, together with the interest accrued hereon. Modifications or alterations of the Ordinance or of any ordinance supplemental thereto may be made only to the extent and in the circumstances permitted by the Ordinance. Subject to the provisions for registration endorsed hereon and contained in the Ordinance, nothing contained in this Bond or in the Ordinance shall affect or impair the negotiability of this Bond, and this Bond shall have, as between successive holders, all the qualities and incidents of a negotiable instrument under the uniform commercial code investment securities law of the State of Florida and shall be understood to be an investment security within the meaning of and for all the purposes of Article 8 of the Uniform Commercial Code of Florida. This Bond is issued with the intent that the laws of the State of Florida shall govern its construction. All acts, conditions, and things required to happen, exist and be performed precedent to and in the issuance of this Bond have happened, exist and have been performed as required. This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Ordinance until the certificate of authentication endorsed hereon has been executed by the Trustee. 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 {OR669773;2) 8 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 (OR669773;2 } 9 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 Title: new Bonds will be issued in the name of the Transferee, unless the signature to this assignment corresponds with the name as it appears on the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. {OR669773;2 } [End of Form of Bond] [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 10 Section 203. Exchange of Bonds. Any 2003 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 204. 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 2003 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 2003 Bond, a new 2003 Bond or Bonds registered in the name of the transferee, and in an aggregate principal amount equal to the principal amount of such 2003 Bond or Bonds so surrendered. In all cases in which 2003 Bonds shall be exchanged, the City shall execute and the Bond Registrar shall authenticate and deliver, at the earliest practicable time, 2003 Bonds of the same type in accordance with the provisions hereof. All 2003 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 2003 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 2003 Bonds under the provisions of this Series Ordinance or the 1998 Bond Ordinance. Section 205. Ownership of Bonds. The person in whose name any 2003 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 2003 Bond shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. Section 206. Authentication of Bonds. Only such 2003 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 2003 Bonds shall be valid or obligatory for any purpose unless and until such certificate of {OR669773;2} 11 authentication on the Bond has been duly executed by the Trustee, and such certificate of the Trustee upon any such 2003 Bond shall be conclusive evidence that such 2003 Bond has been duly authenticated and delivered under this Series Ordinance. The Trustee's certificate of authentication on any 2003 Bond shall be deemed to have been duly executed if signed by an authorized officer of the Trustee, but it shall not be necessary that the same officer sign the certificate of authentication on all of the 2003 Bonds that may be issued hereunder at any one time. Section 207. Mutilated. Destroyed, Lost, or Stolen Bonds. The City shall cause to be executed, and the Trustee shall deliver a new 2003 Bond of like date, number and tenor in exchange and substitution for and upon the cancellation of any mutilated 2003 Bond, or in lieu of and in substitution for any destroyed, lost, or stolen 2003 Bond and the Holder shall pay the reasonable expenses and charges of the City in connection therewith. Prior to the delivery of a substitute 2003 Bond, the Holder of any 2003 Bond which was destroyed, lost, or stolen shall file with the Trustee evidence satisfactory to it of the destruction, loss, or theft of such 2003 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 2003 Bond issued pursuant to the provisions of this Section 207 in exchange or substitution for any 2003 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 2003 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 2003 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 2003 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 REDEMPTION Section 301. Redemption Generally. Except as hereinafter provided, the 2003 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 2003 Bonds. Section 302. Extraordinary Redemption of all Bonds. The Bonds shall be redeemed as a whole or in part at any time upon payment of 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. (OR669773;21 12 Section 303. Selection of Bonds or Portions thereof to be Redeemed. The Trustee shall select the 2003 Bonds or portions thereof to be redeemed in accordance with the terms and provisions of Section 510 of the 1998 Bond Ordinance, or as otherwise provided in the 2003 Bonds. Section 304. Redemption Notice. At least thirty (30) days before the redemption date of any 2003 Bonds or portions of 2003 Bonds to be redeemed, whether such redemption is as a whole or in part, the Trustee shall cause a notice of redemption signed by the Trustee (a) to be filed with the Paying Agent, and (b) to be mailed, postage prepaid, to all Holders of registered Bonds to be redeemed as a whole or in part, at their addresses as they appear on the registration books maintained by the Trustee, but failure to file or mail any such notice shall not affect the validity of the proceedings for such redemption. A copy of such notice shall be mailed to each nationally recognized securities rating agency then rating any of the Outstanding Bonds. Each notice shall set forth the Series to be redeemed, the date fixed for redemption, the Redemption Price to be paid, the maturities of the 2003 Bonds to be redeemed, the CUSIP number, if any, of such 2003 Bonds, the name, address and telephone number of the person designated by the Trustee to be responsible for such redemption, if applicable, and ,if less than all of the 2003 Bonds of any one maturity then Outstanding are to be called for redemption, the distinctive numbers and letters, if any, of such 2003 Bonds to be redeemed, and the portion of the principal amount thereof to be redeemed. The notice of the redemption shall state also that on or after the redemption date, upon surrender of such 2003 Bond, a new registered 2003 Bond in a principal amount equal to the unredeemed portion of such 2003 Bond will be issued. Any notice mailed as provided in this section shall be conclusively presumed to have been duly given, whether or not the owner of such 2003 Bond receives such notice. In addition to the mailing of the notice described above, each notice of redemption and payment of the redemption price shall meet the requirements of this paragraph; provided however, that failure of such notice or payment to comply with the terms of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above in this Section 304. (a) Each notice of redemption shall be sent at least thirty-five (35) days before the redemption date by registered or certified mail or overnight delivery service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds (such depositories now being The Depository Trust Company, New York, New York, and Midwest Securities Trust Company, Chicago, Illinois) and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. (b) Each notice of redemption shall be published one time in THE BOND BUYER of New York, New York or, if such publication is impractical or unlikely to reach a substantial number of the holders of the Bonds, in some other financial newspaper or journal which regularly carries notices of redemption of other obligations similar to the Bonds, such publication to be made at least thirty (30) days prior to the date fixed for redemption. {OR669773;2} 13 (c) Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. Section 305. Effect of Calling for Redemption. Except for a redemption of 2003 Bonds in accordance with the Sinking Fund Requirement therefor, on or before the date upon which 2003 Bonds are to be redeemed in accordance with this Article III the City shall deposit with the Trustee money or Government Obligations, or a combination of both, that will be sufficient to pay on the redemption date the Redemption Price of, and interest accruing on, the 2003 Bonds to be redeemed to such redemption date. On the date fixed for redemption, notice having been mailed in the manner and under the conditions hereinabove provided, the 2003 Bonds or portions thereof called for redemption shall be due and payable at the Redemption Price provided therefor, plus accrued interest to such date. If money or Government Obligations, or a combination of both, sufficient to pay the Redemption Price of the 2003 Bonds or portions thereof to be redeemed plus accrued interest thereon to the date of redemption are held by the Trustee or by the Paying Agent in trust for the Holders of 2003 Bonds to be redeemed interest on the 2003 Bonds or portions thereof called for redemption shall cease to accrue; such 2003 Bonds or portions thereof shall cease to be entitled to any benefits or security under this Ordinance or to be deemed Outstanding; and the Holders of such 2003 Bonds or portions thereof shall have no rights in respect thereof except to receive payment of the Redemption Price thereof, plus accrued interest to the date of redemption. 2003 Bonds and portions of 2003 Bonds for which irrevocable instructions to pay on one or more specified dates or to call for redemption at the earliest redemption date have been given to the Trustee in form satisfactory to it shall not thereafter be deemed to be Outstanding under this Ordinance and shall cease to be entitled to the security of or any rights under this Ordinance, and the Holders shall have no rights in respect of the same other than to receive payment of the Redemption Price thereof and accrued interest thereon, to be given notice of redemption in the manner provided in Section 304, and to the extent hereinafter provided, to receive 2003 Bonds for any unredeemed portions of 2003 Bonds if money or Government Obligations, or a combination of both, sufficient to pay the Redemption Price of such 2003 Bonds or portions thereof, together with accrued interest thereon to the date upon which such 2003 Bonds are to be paid or redeemed, are held in separate accounts by the Trustee or the Paying Agent in trust for the Holders of such 2003 Bonds. Section 306. Redemption of Portion of Registered 2003 Bonds. If less than all of an Outstanding registered 2003 Bond is selected for redemption, the registered owner thereof or his legal representative shall present and surrender such 2003 Bond to the Trustee for payment of the principal amount thereof so called for redemption, and the City shall execute and the Trustee shall authenticate and deliver to or upon the order of such registered owner or his legal representative, without charge, for the unredeemed portion of the principal amount of the registered 2003 Bond so surrendered, a new registered 2003 Bond of the same Series and maturity, bearing interest at the same rate and of any denomination or denominations authorized by this Ordinance. (oR669773;2 } 14 Section 307. Use of Government Obligations to Redeem 2003 Bonds. For purposes of all Sections in this Article, Government Obligations shall be deemed to be sufficient to pay or redeem 2003 Bonds or portions of 2003 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 2003 Bonds or portions to such date. Section 308. Cancellation. 2003 Bonds called for redemption shall be canceled upon the surrender thereof. ARTICLE IV CONSTRUCTION FUND ACCOUNTS Section 401. 2003 Project Account. A special account and subaccount within the Construction Fund established under the 1998 Ordinance is hereby established and designated the "2003 Project Account" and a "Cost of Issuance Subaccount." Monies received by the Department from any source for acquisition, construction and equipping of the 2003 Project, or the reimbursement of the Cost of the 2003 Project, including but not limited to the proceeds of the 2003 Bonds, shall be deposited upon delivery into the 2003 Project Account. The money in the 2003 Project Account shall be held by the Department in trust and, pending application to the payment or reimbursement of the Cost of the 2003 Project, or transfer as provided herein, shall be subject to a lien and charge in favor of the Holders of 2003 Bonds issued and Outstanding under this Series Ordinance and shall be held for the security of such Holders. Moneys deposited into the 2003 Project Account as capitalized interest related to 2003 Bonds shall be transferred to the Interest Account hereinafter created and applied as needed to pay interest on the applicable 2003 Bonds. Section 402. Payments from 2003 Project Account. All payments from the 2003 Project Account shall be subject to the provisions and restrictions on payments set forth in Section 403 of the 1998 Bond Ordinance, and the Department shall not cause or agree to permit to be paid from the 2003 Project Account any sums except in accordance with such provisions and restrictions. ARTICLE V REVENUES AND FUNDS Section 501. Application of Funds and Accounts under 1998 Bond Ordinance to the 2003 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 2003 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 2003 Bonds. 10R669773;2} 15 Section 502. 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 2003 Bonds hereby secured, either at maturity or by purchase or call for redemption, or for the purpose of paying any interest on the 2003 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 2003 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 503. Cancellation of 2003 Bonds. Upon receipt of the same, the Trustee shall cancel (a) all 2003 Bonds paid, redeemed, or purchased by the Trustee or purchased by the Department and delivered to the Trustee, and (b) all 2003 Bonds delivered to the Trustee in exchange for other 2003 Bonds or delivered to the Trustee upon the transfer of any registered 2003 Bond if a new 2003 Bond is delivered upon such transfer. The Trustee shall certify to the Department the details of all 2003 Bonds so canceled. All 2003 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 2003 Bonds, the Trustee shall execute a certificate in duplicate, describing the 2003 Bonds so destroyed; one executed certificate shall be filed with the Department and the other executed certificate shall be retained by the Trustee. Section 504. Security for the 2003 Bonds. As security for the payment of the 2003 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 2003 Bonds issued hereunder until the 2003 Bonds have been fully paid and discharged, including, without limitation, at all times after the institution and during the pendency of bankruptcy or similar proceedings. The 2003 Bonds shall not constitute a debt of the City for which the faith and credit of the City is pledged. The issuance of the 2003 Bonds shall not directly or indirectly or contingently obligate the City to levy any tax or pledge any form of taxation whatever therefor. The 2003 Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, (OR669773;2 } 16 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 VI DEPOSITARIES OF MONEY, SECURITY FOR DEPOSITS, INVESTMENT OF FUNDS, AND COVENANT AS TO ARBITRAGE Section 601. Security for Deposits. Any and all money received under the provisions of this Special Ordinance shall be deposited as received with the Trustee or one or more other Depositaries as provided in this Special Ordinance, and shall be trust funds under the terms hereof, and shall not be subject to any lien or attachment by any creditor of the City, the Board or the Department. Until money deposited with the Trustee or any other Depositary hereunder has been invested in Investment Obligations, the amount of money in excess of the amount guaranteed by the Federal Deposit Insurance Corporation or other federal agency shall be continuously secured for the benefit of the City and the Department and the Holders in such other manner as may then be required or permitted by applicable State or federal laws and regulations regarding the security for, or granting a preference in the case of, the deposit of trust funds; provided that it shall not be necessary for the Trustee or any Paying Agent to give security for the deposit of any money with it for the payment of the principal of or the redemption premium or the interest on any 2003 Bonds or for the Trustee or any Depositary to give security for any money that is represented by Investment Obligations purchased under the provisions of this Article. All money deposited with the Trustee or any Depositary shall be credited to the particular Fund or Account to which such money belongs. Section 602. Investment of Money. Money held for the credit of all Accounts and subaccounts established hereunder shall be continuously invested and reinvested in accordance with the terms and provisions of the 1998 Bond Ordinance. Section 603. Valuation. For the purpose of determining the amount on deposit in any Fund or Account, Investment Obligations in which money in such Fund or Account is invested, with the exception of the Reserve Account, shall be valued in accordance with the terms and provisions of the 1998 Bond Ordinance. Section 604. Tax Covenant. It is the intention of the City and the Department that the interest on the 2003 Bonds issued hereunder that are not Taxable 2003 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 2003 Bonds issued hereunder that are not Taxable 2003 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 2003 Bonds issued hereunder (OR669773;2 } 17 that are not Taxable 2003 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(0 of the Code; (4) to maintain and retain all records pertaining to the Rebate Amount with respect to the 2003 Bonds that are not Taxable 2003 Bonds issued hereunder and required payments of the Rebate Amount with respect to the 2003 Bonds that are not Taxable 2003 Bonds for at least six years after the final maturity of the 2003 Bonds that are not Taxable 2003 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 2003 Bonds or any Series or portion thereof issued hereunder, other than Taxable 2003 Bonds and 2003 Bonds issued with the intent that they shall constitute "private activity 2003 Bonds" under Section 141 (a) of the Code, to be classified as "private activity 2003 Bonds" under Section 141(a) of the Code; and (6) to refrain from taking any action that would cause the 2003 Bonds that are not Taxable 2003 Bonds issued hereunder to become arbitrage 2003 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 2003 Bonds that are not Taxable 2003 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 2003 Bonds. With respect to any Series of 2003 Bonds that are not Taxable 2003 Bonds, if any amount shall remain in the Rebate Fund after payment in full of such Series of 2003 Bonds and after payment in full of the Rebate Amount to the United States of America with respect to such Series of 2003 Bonds, such amount shall be available to the City for any lawful purpose. The Rebate Fund shall be held separate and apart from all other funds and accounts of the 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 (OR669773;2 } 18 and to comply with the other requirements of this Section shall survive the defeasance or payment in full of any Series of 2003 Bonds that are not Taxable 2003 Bonds. ARTICLE VII GENERAL COVENANTS AND REPRESENTATIONS Section 701. Payment of Principal, Interest and Premium. The City, through the Department, shall cause to be paid, when due, the principal of (whether at maturity, by acceleration, by call for redemption or otherwise) and the premium, if any, and interest on the 2003 Bonds at the places, on the dates and in the manner provided herein and in said 2003 Bonds according to the true intent and meaning thereof. The 2003 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 2003 Bonds shall be secured as provided in Section 504 of this Series Ordinance. The 2003 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 2003 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 2003 Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City. Section 702. Construction of 2003 Project. Upon issuance of the 2003 Bonds, the Department shall diligently proceed to construct the 2003 Project. Upon the completion of the 2003 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 601 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 2003 Project in connection with which such performance bond or securities are furnished. Section 703. 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 2003 Bonds remain Outstanding. ARTICLE VIII REMEDIES; EVENTS OF DEFAULT Section 801. Applicability of 1998 Bond Ordinance Remedies and Events of Default. As Additional Bonds under the 1998 Bond Ordinance, the remedies and events of {0R669773;2} 19 default set forth in and other terms and provisions of Article VIII of the 1998 Bond Ordinance shall apply to the 2003 Bonds. ARTICLE IX THE TRUSTEE Section 901. Acceptance of Trusts. The City hereby delegates to the Chairman and the Executive Director authority to designate the Trustee under this Series Ordinance and Paying Agent for the 2003 Bonds. The Trustee shall signify its acceptance of the duties and obligations and agree to execute the trusts imposed upon it by this Ordinance by executing the certificate of authentication endorsed upon the 2003 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 and the respective Holders of the 2003 Bonds agree. Unless the Trustee has been given notice or otherwise has notice that an Event of Default has occurred and is continuing, the Trustee shall not be responsible except for the performance of those duties that are expressly set forth in this 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; provided, however, that nothing herein shall relieve the Trustee from responsibility for its own negligence or willful misconduct. If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers as are vested in it by this 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. Applicability of Article IX of the 1998 Bond Ordinance to the Trustee and Paying Agent for the 2003 Bonds. The terms and provisions of Article IX of the 1998 Bond Ordinance shall apply equally to the 2003 Bonds and the Trustee and Paying Agent for the 2003 Bonds. ARTICLE X EXECUTION OF INSTRUMENTS BY HOLDERS, PROOF OF OWNERSHIP OF 2003 BONDS, AND DETERMINATION OF CONCURRENCE OF HOLDERS Section 1001. Execution of Instruments by Holders. Any request, direction, consent or other instrument in writing required or permitted by this 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 2003 Bonds shall be sufficient for any purpose of this Ordinance and shall be conclusive in favor of the Trustee and the City and the Department with regard to any action taken by either under such instrument if the fact and date of the execution by any person of any such instrument may be proved by the verification, by any officer in any jurisdiction who by the laws thereof has power to take affidavits within such jurisdiction, to the effect that such instrument was {0R669773;2 } 20 subscribed and sworn to before him, or by an affidavit of a witness to such execution. Where such execution is on behalf of a person other than an individual, such verification or affidavit shall also constitute sufficient proof of the authority of the signer thereof. Nothing contained in this Article shall be construed as limiting the Trustee to such proof, it being intended that the Trustee may accept any other evidence of the matters herein stated which it may deem sufficient. Any request or consent of any Holder shall bind every future Holder of the same 2003 Bond in respect of anything done by the Trustee in pursuance of such request or consent. Notwithstanding any of the foregoing provisions of this Section, the Trustee shall not be required to recognize any person as a Holder or to take any Action at his request unless such 2003 Bonds shall be deposited with it. ARTICLE XI MISCELLANEOUS PROVISIONS Section 1101. 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 2003 Bonds as Additional Bonds under the 1998 Bond Ordinance, shall apply equally to the 2003 Bonds and shall be deemed incorporated by reference into the body of this Series Ordinance. Such terms and provisions shall include but shall not be limited to, Articles XI, XII and XIII of the 1998 Bond Ordinance. Section 1102. Delegation of Approval and Execution of Bond Purchase Agreement. The City hereby delegates to the Chairman and the Director authority to accept an offer to purchase the 2003 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 Director in a manner consistent with the terms of this Series Ordinance, or by the Certificate of the Chairman and the Director awarding the sale of the 2003 Bonds, execution and delivery of the Bond Purchase Agreement to be conclusive evidence of such approval. Upon receipt of a disclosure statement from the purchaser of the 2003 Bonds (the "Purchaser"), the Chairman and the Director are hereby authorized to accept the offer of the Purchaser to purchase the 2003 Bonds in an aggregate principal amount of not exceeding $45,000,000, provided however, that (i) the purchase price of the 2003 Bonds shall reflect an underwriter's discount of not greater than 1% of the par amount of the 2003 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 2003 Bonds shall not exceed 5.75%, (iii) the interest rate on the 2003 Bonds shall not exceed the maximum rate permitted by law, and (iv) the final maturity of the 2003 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 Director's acceptance. The Chairman and the Director 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. {OR669773;2} 21 Section 1103. 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 2003 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 1104. Delegation of Approval of and Execution of Documents related to Bond Insurance and Reserve Product. The City hereby delegates to the Chairman and the 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 in connection with the 2003 Bonds. Section 1105. 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 2003 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 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 2003 Bonds. Section 1106. 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 {OR669773;2} 22 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 1107. 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 1108. 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 1109. 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 2003 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 1110. Effect of Partial Invalidity. If any one or more of the provisions of this Series Ordinance or of any 2003 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 2003 Bonds, and this Series Ordinance and the 2003 Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained herein or therein. Section 1111. State Law Governs. The 2003 Bonds are issued and this Series Ordinance is adopted with the intent that the laws of the State shall govern their construction. Section 1112. Notice. The City Clerk shall cause to be published once, in a newspaper published in the City, a notice in substantially the following form: NOTICE NOTICE IS HEREBY GIVEN that Ordinance No. entitled as follows: AN ORDINANCE OF THE CITY OF MIAMI, FLORIDA AUTHORIZING THE ISSUANCE OF ONE OR MORE SERIES OF TAXABLE OR TAX-EXEMPT PARKING SYSTEM REVENUE BONDS OF THE CITY OF MIAMI, FLORIDA, SERIES 2003 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- (OR669773;2} 23 STREET PARKING OF THE CITY FROM ITS PARKING SYSTEM AND OTHER AMOUNTS AS PROVIDED HEREIN; SETTING FORTH THE RIGHTS AND REMEDIES OF THE HOLDERS OF SUCH BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; DELEGATING TO CERTAIN OFFICERS OF THE CITY AND THE DEPARTMENT AUTHORITY TO APPROVE THE FORM OF AND TO EXECUTE AND DELIVER A BOND PURCHASE AGREEMENT, OFFICIAL STATEMENT, CONTINUING DISCLOSURE CERTIFICATE AND OTHER DOCUMENTS AND CERTIFICATES RELATED TO THE 2003 BONDS; DELEGATING TO THE CHAIRMAN AUTHORITY TO OBTAIN BOND INSURANCE AND A RESERVE PRODUCT WITH RESPECT TO THE 2003 BONDS; AND PROVIDING AN EFFECTIVE DATE. was duly adopted by the City Commission of the City of Miami, Florida, on the day of October, 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 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 1113. Posting. A copy of this Ordinance shall be posted by the City Clerk at the door of the Miami -Dade County Courthouse at the place provided for notices within five (5) days after the passage and adoption hereof. {OR669773;2} 24 PASSED AND ENACTED ON FIRST AND ONLY READING BY TITLE ONLY this day of October, 2003. MAYOR ATTEST: CITY CLERK APPROVED AS TO FORM AND CORRECTNESS: CITY ATTORNEY {MR669773;2 } In accordance with Miami Code Sec. 2-36, since the Mayor did not indicate approval of this legislation by signing it in the designated place provided, said legislation now becomes effective with the elapse of ten (10) days from the date of Commission action regarding same, without the Mayor exercising a veto. 25 City Clerk STATE OF FLORIDA ) COUNTY OF DADE ) CITY OF MIAMI ) I, , City Clerk of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that the attached and foregoing pages numbered 1 through — inclusive, constitute a true and correct copy of Ordinance No. , passed and adopted by the Commission at the meeting held on the day of October, 2003. SAID ORDINANCE WAS DESIGNATED ORDINANCE NO. IN WITNESS WHEREOF, I hereunto set my hands and impress the Of Seal of the City of Miami, Florida, this day of , 2003. City Clerk Miami, Florida By [Deputy] Clerk (OFFICIAL SEAL) {MR669773;2} Exhibit "A" DESCRIPTION OF 2003 PROJECT 1. Courthouse garage — Project involves demolishing an existing 515 space garage and building a new mixed use facility including around 1500 parking spaces with residential and/or office space above it. Cost of the parking component is estimated at $17,330,000. 2. Garage 2 expansion — Project involves adding about 300 spaces to an existing garage. The air rights over this proposed addition are owned by a third party and will be developed into residential units. Cost of the parking component is estimated at $3,750,000. 3. Pay and Display machines (PADS) — This expenditure involves the purchase of approximately 500 PADS to replace on -street meters and to use in unattended lots. Cost is estimated at $4,457,850. 4. Watson Island — This project involves building 3 parking lots in this island owned by the City of Miami and currently being developed. Cost is estimated at $1,900,000. 5. I-395 Parking Lots — This project involves building about 150 spaces under the 1-395 highway to serve an emerging entertainment area. Cost is estimated at $400,000. 6. Little Havana Project — This project involves building a small garage to be used in conjunction with a small housing development in the little Havana area. Cost is estimated at $1,200,000. 7. Design District Garage — This project is proposed as a mixed use facility including a garage of approximately 400 spaces in this emerging area of the City. Cost of the parking component is estimated at $6,010,000. 8. Coconut Grove Playhouse Garage — This project involves a garage of about 300 spaces to be built adjacent to the Coconut Grove Playhouse as part of a larger development at the site. Total cost of the parking component is estimated at $4,000,000. The Coconut Grove Parking Trust Fund is expected to contribute approximately $2,000,000 towards the total cost. The Authority is expected to fund the remaining $2,000,000. 9. Miscellaneous Other Projects — Approximately $500,000 is allocated to a number of miscellaneous smaller projects including purchasing a number of electronic parking meters, replacement of certain vehicles and other projects. {0R669773;2}