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HomeMy WebLinkAboutOrdinanceCity of Miami Legislation Ordinance City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 03-0111 Final Action Date: AN ORDINANCE OF THE CITY OF MIAMI, FLORIDAAUTHORIZING 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 ("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 City of Miami Page 1 of 7 File Id: 03-0111 (Version: 11 Printed On: 7/8/2024 File Number: 03-0111 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 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 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. City of Miami Page 2 of 7 File Id: 03-0111 (Version: 11 Printed On: 7/8/2024 File Number: 03-0111 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 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 City of Miami Page 3 of 7 File Id: 03-0111 (Version: 11 Printed On: 7/8/2024 File Number: 03-0111 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] [Form of Bonds] No. $ 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. 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 City of Miami Page 4 of 7 File Id: 03-0111 (Version: 11 Printed On: 7/8/2024 File Number: 03-0111 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 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. [Insert redemption provisions applicable City of Miami Page 5 of 7 File Id: 03-0111 (Version: 11 Printed On: 7/8/2024 File Number: 03-0111 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. 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 City of Miami Page 6 of 7 File Id: 03-0111 (Version: 11 Printed On: 7/8/2024 File Number: 03-0111 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 City of Miami Page 7 of 7 File Id: 03-0111 (Version: 11 Printed On: 7/8/2024