HomeMy WebLinkAboutBack-Up Documents40 NW 3rd Street
Suite 1103
Miami, Florida 33128
Phone (305) 373-6789
Fax (305) 371-9451
www.miamiparking.com
Honorable Mayor and Members of the City Commission:
During Fiscal Year 2017-18, the Miami Parking Authority (MPA) continues to carry forth
its mission as a parking and revenue resource to the City of Miami. We have increased
our market share, while continually working to improve customer satisfaction and fulfill
our mission to meet the City's parking needs.
Accomplishments During the Past Year
Accomplishments for MPA during fiscal year 2017- 18 included the following:
The Pay -by -Phone program continues to be very successful. The MPA has continued to
educate the public about the program through various platforms, including social,
digital, broadcast and print media. Pay -by -Phone users in the City of Miami reached an
all-time high this fiscal year. The MPA has the highest percentage of users for a
municipal organization in the country. Its main draw is the convenience it affords users
when they need to pay for parking. As of September 2018, we will have approximately
502,140 new vehicles registered to participate in the program, which will generate
approximately $14.7 million in parking revenue. We have already surpassed our goal of
85 percent adoption for the fiscal year, reaching 88 percent in June.
The MPA continues to work on the implementation of a new enterprise resource
planning (ERP) system that will change the way we do business. The ERP system will
have an integrated e-commerce interface to increase the number of transactions and
functions which can be handled remotely. The integration of the two systems will
improve the customer's experience when placing an order, paying a bill, or creating an
account.
The Authority implemented a pilot project with in -ground sensor technology, aimed at
managing parking spaces more intelligently, while supporting the concept of more
sustainable, resilient and livable communities. This innovative program, the first one of
its class to be piloted in South Florida, is being tested in the Coconut Grove Business
Improvement District (BID).
As a low- scale, environmentally conscious, Coconut Grove -inspired design style, Grove
Bay will integrate parking with other transportation modalities and include ornamental
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and sustainable features, as well as glass and automated control systems. It will also
incorporate etched seaplanes on a metal mesh that will wrap the garage and add to the
historical significance of Pan American Drive and the old sea plane terminal.
The Agency has started an innovative plan to beautify the lots under the I-395 overpass.
Given the incredible growth in the Midtown area, as well as the magnificent re-
development of the Design District, we see these lots as an opportunity not only to offer
much -needed parking for visitors and patrons, but also to serve as a symbolic bridge
connecting these two vital and vibrant areas within our City. The plans include
enhanced, increased and artistic lighting, which, when combined with graphics and
improved landscaping, will make this not only a bright, clean and safe place to park, but
also a destination unto itself.
The Authority's traditional role of meeting the parking needs of the City continues to
expand to include fostering an awareness of parking as an integral component of a
balanced urban transportation infrastructure network, both pedestrian and vehicular,
and the community development process.
The MPA's expanded role in community involvement is demonstrated in various
parking -related projects geared toward neighborhood beautification and economic
development, as well as continued participation in civic and governmental committees.
The Authority's involvement within the community is demonstrated as follows:
• The Board and Authority continue to participate in civic and governmental
committees to share resources and provide input on decisions which have an
impact on the area's transportation needs and the City community
development process. Specific to their role in community development, this
year the Authority has broadened and expanded its participation and
outreach, as it relates to the beautification of the city and the expansion of
art in public places. To that end, MPA participated in the Susan G. Komen
"Race for the Cure;" "Walk for the Animals" to benefit the Humane Society of
Greater Miami; the United Way of Miami Dade's main annual fundraising
event; Miami -Dade League of Cities' "Best Practices Conference;" Miami
Riverday; 2017 Park Your Art contest; Invest: Miami Panel on Public -Private
Partnerships; Invest Miami 2018: A Catalyst for Disruption; e-Merge
Americas Conference; continued ongoing 10-year partnership with Miami
Northwestern as part of the Executive Pass Program; Miami -Dade County
Parks and Marinas PayByPhone public outreach; and Customer Service Week
around Miami.
• The Authority has continued its public -information campaign in order to
update citizens about its role in parking management, any new programs
being offered as well as its support and financial contributions to the City. It
has been MPA's mission to ensure that it reaches out to all the communities
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which it serves. To this end, MPA collaborates with the English-, Spanish- and
Creole -language media.
• In -kind sponsorships, in the form of donated parking, were provided to
numerous organizations such as, the Miami Book Fair in Downtown Miami,
Coconut Grove Arts Festival, Sant La Annual Gala, "Innovate Miami: A
Catalyst for Disruption," Kiwanis of Little Havana Family and Fun Day, Holiday
Toy Drive Raffle to benefit the children in the shelter of the Lotus House, and
the Back -to -School Supply Drive spearheaded by various legal organizations
to benefit Big Brothers Big Sisters and Dade County Public Schools.
• The Authority continues its participation in neighborhood parking advisory
committees, which provides a platform for citizen input into the Authority's
decision -making process.
Our agency made significant improvements to our website and web -based applications.
This has led to an increased number of transactions and functions which can be handled
remotely and without the need for a visit to our offices. Expanding our virtual
transaction offerings will improve our customers' experience when having to place an
order, pay a bill or establish an account, among other things.
The MPA continues to successfully manage 7,000 parking spaces for the Public Health
Trust of Miami -Dade County as well as managing the parking operation for several
Miami -Dade County and City of Miami Parks.
The Authority continues to successfully maintain a relationship with the Adrienne Arsht
Center for the Performing Arts as its primary parking provider.
During the year ending September 30, 2018, the Authority estimates that it will
contribute approximately $7,200,000 in excess revenues to the City of Miami.
Highlights of the 2018-2019 Budget
The budget reflects an $10,023,286 increase in gross revenue due to a proposed system-
wide rate increase which shall become effective the second quarter of the fiscal year.
MPA has not affected a formal rate change since 2009 while the cost of running the
public parking system has continued to increase. The City's parking space inventory is
curtailed by the loss of spaces associated with the permanent meter removals due to
developments. To effectively manage the ever-increasing demand for public parking,
innovative parking enhancements need to be implemented. Establishing competitive
parking rates is a crucial element in achieving this goal.
As we continue to experience growth throughout our City, additional parking
enforcement officers are needed to increase compliance and provide effective and
efficient coverage. In order to accomplish this, MPA will increase its staff by adding 31
officers.
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We continue to expand the areas in which we offer Pay -by -Phone services and, in so
doing, have continued the process of eliminating single- and multi -space machines
throughout the City. The goal of the Authority is to have at least 90% of the on -street
transactions processed through Pay -By -Phone. The MPA will continue to pursue the
expansion of the Pay -By -Phone program throughout the metro area in order to broaden
the pool of customers that we are able to tap into. This will continue to generate
revenue for the Agency, while providing our customers added convenience when paying
for parking in the City of Miami.
The continued expansion of our current development cycle offers innumerable
opportunities for our Agency to play an active role in the steady growth of our city.
Examples of such opportunities are the role the Authority will play in the development
of the parking facilities at Grove Bay and the Coconut Grove Playhouse. Being active
participants in the planning and construction of these projects will help to ensure that
our customers will be able to easily access convenient and affordable parking, once they
reach their destination.
Capital Spending Plan Summary for FY 2018-2019
Another significant project that we will be undertaking this fiscal year is the
commencement of construction of the Grove Bay Garage. This project will add
additional parking inventory to the Grove area and will be an integral part of the
waterfront re -development being undertaken in that part of the City of Miami.
The Agency continues to improve the customer experience when processing a payment
at our facilities. This upcoming year, we will continue to upgrade the Parking Access
Revenue Control (PARC) equipment throughout our facilities. The goal of the new
equipment is to improve the productivity and efficiency in the way we manage our
parking operations. The new technology will also enable the integration with a variety
of industry -related products and solutions.
MPA will continue the effective maintenance routine on its parking structures, thus
avoiding costly repairs and restorations that can be disruptive to customers. Performing
routine structural repairs will help preserve asset value, functionality and public safety.
FINANCIAL HIGHLIGHTS
Revenues
Total operating revenues are budgeted to be $42,025,180 which is $10,023,286 or
3.1.32% higher than fiscal year 2017-18 budget.
Garage revenues are expected to increase by $584,513 or 11.79%. The biggest factor
influencing next fiscal year's revenue projections is the development being experienced
in downtown increasing the number of transient customers in the garages.
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Lot revenues are budgeted to increase by $1,113,239 or 12.91%, primarily due to
increased utilization being experienced at various Tots throughout the City.
On -street revenues are budgeted to increase by $8,266,669 or 49.4%. The biggest
factor influencing next fiscal year's revenue projections in this category is the proposed
rate increase which shall go into effect the second quarter of the fiscal year. This
increase is offset by the removal of on -street parking spaces due to construction and
other projects throughout the City.
Expenses
Operating expenses are projected to increase by $1,584,815 or 9.01% to $19,180,276.
This is mainly attributable to the increase in Salaries and Benefits due to a 100%
increase in Parking Enforcement staff as well as annual adjustments, increased health
insurance costs and increased pension contributions.
Debt Service
Interest and principal payments are budgeted at $4,562,435 and $1,265,000
respectively. The total debt service for the fiscal year is estimated at $5,827,435.
Net Revenue and Debt Service Coverage
The proposed budget for fiscal year 2018-19 will provide approximately $22,854,904 in
net revenues available for debt service, resulting in a debt service coverage of 4.93,
before taking into consideration capitalized interest. After subtracting debt service and
expenditures for replacement and renewals, we are estimating an excess revenue
contribution to the City of Miami of $14,491,401.
SUMMARY
The results for the current year and the budget for fiscal year 2018-19 reflect the
continued growth and expansion of the Authority. Net Income for fiscal year 2018-19
after depreciation, amortization and finance charges is estimated at $352,000.
We are particularly pleased that we have been able to continue to provide the City with
a significant revenue stream for the seventeenth consecutive year, while steadily
addressing and meeting the parking needs of our residents, businesses, commuters and
visitors.
The total amount that the City will be receiving from Miami Parking Authority for the
2018-19 fiscal year is estimated at $20,160,401. This figure includes $14,491,401 in
excess revenues from operations, $4,200,000 from parking citation revenues and
$1,469,000 from the operation of various City of Miami -owned parking facilities.
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In closing, I would like to take a moment to highlight the exemplary job done by MPA's
staff and Board. Both have demonstrated an extreme level of dedication and hard work
in order to ensure the continuous success of our Agency.
Sincer,
y,
'Arth r Noriega, V
Chief Executive Officer
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Miami Parking Authority
(Department of Off -Street Parking)
Proposed Operating Budget
Fiscal Year 2018-19
(Submitted to the City of Miami Commission For Approval)
(Approved by the Off -Street Board of Directors July 30, 2018)
MIAMI PARKING AUTHORITY
Schedule of Revenue and Expenses
Proposed FY 2019 Operating Budget
FY 2017 FY 2018 FY 2019 Requested Budget 2019 Requested Budget 2019
Approved Proposed vs. vs.
Actual Budget Budget FY 2017 Actual Budget 2018 FY 2017 Actual Budget 2018
Operating Revenue $ $ $ Increase/(Decrease) Increase/(Decrease)
Off -Street Facilities 5,028,186 4,956,752 5,541,265 513,079 584,513 10.20 11.79
Parking Lots 8,136,278 8,620,098 9,733,337 1,597,059 1,113,239 19.63 12.91
On -Street 17,208,835 16,735,600 25,002,269 7,793,434 8,266,669 45.29 49.40
Management Fees 1,329,670 1,294,411 1,285,809 (43,861) (8,635) (3.30) (0.67)
Other 414,687 395,000 462,500 47,813 67,500 11.53 17.09
Total Operating Revenue 32,117,656 32,001,894 42,025,180 9,907,524 10,023,286 30.85 31.32
Operating Expenses
Salaries, Wages & Fringe Benefits 7,475,084 7,895,123 9,115,589 1,640,505 1,220,466 21.95 15.46
Repairs, Maintenance, Cleaning & Landscape 1,731,395 1,410,651 1,518,140 (213,255) 107,489 (12.32) 7.62
Security 977,815 857,034 802,800 (175,015) (54,234) (17.90) (6.33)
Utilities 593,730 591,305 561,747 (31,983) (29,558) (5.39) (5.00)
Insurance 585,572 496,387 561,759 (23,813) 65,372 (4.07) 13.17
Assessment Expenses 491,058 454,815 454,815 (36,243) (7.38)
Rental-Building/Land 1,069,277 1,069,139 962,828 (106,449) (106,311) (9.96) (9.94)
Revenue Sharing 883,314 617,241 1,029,572 146,258 412,331 16.56 66.80
Parking Meter Parts & Installation 49,665 70,500 43,000 (6,665) (27,500) (13.42) (39.01)
Legal and Professional 1,020,888 1,050,710 1,020,756 (132) . (29,954) (0.01) (2.85)
Bank Charges 1,972,326 2,187,000 2,188,414 216,088 1,414 10.96 0.06
Supplies & Miscellaneous 212,847 247,750 273,850 61,003 26,100 28.66 10.53
Other Expenses 155,513 204,306 203,506 47,993 (800) 30.86 (0.39)
Advertising & Promotion 410,970 443,500 443,500 32,530 7.92
Total Operating Expenses 17,629,454 17,595,461 19,180,276 1,550,822 1,584,815 8.80 9.01
Operating Results Before Depr & Amort 14,488,202 14,406,433 22,844,904 8,356,702 8,438,471 57.68 58.57
Depreciation & Amortization (2,673,315) (2,921,070) (2,921,070) (247,755) - 9.27
Operating Results 11,814,887 11,485,363 19,923,834 8,108,947 8,438,471 68.63 73.47
Non -Operating Revenues (Expenses):
Interest Income
Gain (Loss) on Disposal Property
Interest Expenses
Excess Revenue Distribution to City
Budgeted Reserves
Total Non -Operating
Net Revenue In Excess of Expenses
108,052 10,000 10,000 (98,052) (90.75) -
(20,674) - - 20,674 - (100.00) #DIV/0!
(2,924,458) (3,320,417) (4,562,433) (1,637,975) (1,242,016) 56.01 37.41
(7,700,000) (7,200,000) (14,491,401) (6,791,401) (7,291,401) 88.20 101.27
(300,000) (528,000) (528,000) (228,000) #DIV/01 76.00
(10,537,080) (10,810,417) (19,571,834) (9,034,754) (8,761,417) 85.74 81.05
1,277,807 674,946 352,000 (925,807) (322,946) (72.45) (47.85)
MIAMI PARKING AUTHORITY
Schedule of Revenue and Expenses
Proposed FY 2019 Operating Budget
FY 2017 FY 2018 FY 2019
Requested Budget 2019
Requested Budget 2019
Approved Proposed - vs. vs.
Actual Budget Budget FY 2017 Actual Budget 2018 FY 2017 Actual Budget 2018
$ $ $ Lmrease/(Decrease) Increase/(Decrease)
Operating Revenue
Off -Street Facilities 5,028,186 4,956,752 5,541,265 513,079 584,513 10.20 11.79
Parking Lots 8,136,278 8,620,098 9,733,337 1,597,059 1,113,239 19.63 12.91 ii-
On-Street 17,208,835 16,735,600 25,002,269 7,793,434 8,266,669 45.29 49.40
Management Fees 1,329,670 1,294,444 1,285,809 (43,861) (8,635) (3.30) (0.67)
Other 414,687 395,000 462,500 47,813 67,500 11.53 17.09
Total Operating Ravenna 32,117,656 32,001,844 42,025,180 9,907,524 10,023,286 30.85 31.32
Operating.xpenses
Ardaries, Wages & Frinee Benefits
Salaries -Regular 5,409,929 6,223,456 7,192,909 1,782,980 969,453 32.96 15.58
Salaries -Overtime 189,232 (189,232) (100.00)
Salaries - Sick &Vacation 432,887 403,786 439,326 6,439 35,540 1.49 8.80
Social Security 365,589 398,091 421,553 55,964 23,462 15.31 5.89
Health Insurance 394,024 357,195 357,225 (36,799) 30 (9.34) 0.01
Retirement 505,025 349,023 535,615 30,590 186,592 6.06 53.46
Benefits - (Auto, LTD, STD) 149,510 163,572 168,961 19,451 5,389 13.01 3.29
Tuition 17,258 (17,258) (100.00)
Miscellaneous Fay 11,630 (11,630) - (100.00)
7,475,084 7,895,123 9,115,589 1,640,505 1,220,466 21.95 15.46
Reeairs Maintenance..Cleanine & Landscape
Maintenance -Property 327,514 - 171,400 204,200 (123,314) 32,800 (37.65) 19.14
Maintenance -Landscaping 367,129 227,722 252,788 (114,341) 25,066 (31.14) 11.01
Maintenance -Elevators 48,036 47,000 35,000 (13,036) (12,000) (27.14) (25.53)
Maintenance - A/C 20,276 19,600 22,500 2,224 2,900 10.97 14.80
Maintenance- Computers 68,421 81,750 89,500 21,079 7,750 30.81 9.48
Maintenance- Garage Equipment 179,319 86,170 106,120 (73,199) 19,950 (40.82) 23,15
Maintenance - Alarms 11,481 18,900 15,000 3,519 (3,900) 30.65 (20.63)
Maintenance -TV Surveillance 18,771 18,000 17,000 (1,771) (1,000) (9.43) (5.56)
Repairs -Equipment 13,472 18,600 18,500 5,028 (100) 37.32 (0.54)
Motor Pool 162,423 217,900 281,879 119,456 63,979 73.55 29.36
Cleaning&Housekeeping Supplies 298,863 258,908 320,053 21,190 61,145 7.09 23.62
Expendable Tools 2,576 3,000 424 3,000 16.46 -
Clothing 36,857 52,200 58,800 21,943 6,600 59.54 12.64
Signs 89,257 115,001 15,800 (73,457) (99,201) (82.30) (86.26)
Small Equipment 72,215 74,000 74,000 1,785 - 2,47
Maintenance - Other 14,785 3,500 4,000 (10,785) 500 (72.95) 14.29
Cleaning - - - -
1,731,395 1,410,651 1,518,140 (213,255) 107,489 (12.32) 7.62
Security
Security 961,927 841,534 784,800 (177,127) (56,734) (18.41) (6.74)
Armored Car Services 15,888 15,500 18,000 2,112 2,500 13.29 16.13
977,815 857,034 802,800 (175,015) (54,234) (17.90) (6.33)
Utilitleg
Telephone 218,776 256,500 240,900 22,124 (15,600) 10.11 (6.08)
Light & Power 330,051 293,998 286,392 (43,659) (7,606) (13.23) (2.59)
Water 44,903 40,807 34,455 (10,448) (6,352) (23.27) (15.57)
593,730 591,305 561,747 (31,983) (29,558) (5.39) (5.00)
Insurance
Property & Gen Liability Insurance 564,695 418,348 468,278 (96,417) 49,930 (17.07) 11.94
Workers Compensation Insurance 20,877 78,039 93,481 72,604 15,442 347.77 19.79
585,572 496,387 561,759 (23,813) 65,372 (4.07) 13.17
Assessment Expenses
Assessment Expenses - Repairs &Maintenance 152,802 117,670 117,670 (35,132) (22.99)
Assessment Expenses -Utilities 8,039 5,408 5,408 (2,631) (32,73)
Assessment Expenses - Office Supplies 4,287 3,986 3,986 (301) (7.02)
Assessment Expenses-ManagementFee 41,550 41,567 41,567 17 0.04
Assessment Expenses -Insurance 195,096 196,184 196,184 1,088 - 0.56
Assessment Expenses - Security 89,284 90,000 90,000 716 0.80
491,058 454,815 454,815 (36,243) (7.38)
Rental - Building/Land
Rental-Building/Land 1,069,277 1,069,139 962,828 (106,449) (106,311) (9.96) (9.94)
Revenue Sharing
Revenue Sharing
883,314 617,241 1,029,572 146,258 412,331 16.56 66.80
MIAMI PARKING AUTHORITY
Schedule of Revenue and Expenses
Proposed FY 2019 Operating Budget
FY 2017 FY 2018 FY 2019 Requested Budget 2019 Requested Budget 2019
Approved Proposed vs.
Actual Budget Budget FY 2017 Actual Budget 2018 FY 2017 Actual Budget 2018
$ $ $ Increase/(Decrease) Increase/(Decrease)
Parking Meter Parts & Installation
Equipment Rental 22,326 27,500 18,000 (4,326) (9,500) (19.38) (34.55)
Perking Meter Parts & Installation 13,231 43,000 25,000 11,769 (18,000) 88.95 (41.86)
35,557 70,500 43,000 7,443 (27,500) 20.93 (39.01)
Legal and Professional
Property Surveys, Platting 6,000 6,000 6,000
Legal Services 112,733 117,624 117,624 4,891 4.34
TrusteeFees 10,000 25,000 25,000 15,000 150.00 Audit Fees 135,912 140,000 140,000 4,088 - 3.01 -
Other Consultants 762,243 762,086 732,132 (30,111) (29,954) (3.95) (3.93)
1,020,888 1,050,710 1,020,756 (132) (29,954) (0.01) (2.85)
Bank Charges
Bank Charges 1,972,326 2,187,000 2,188,414 216,088 1,414 10.96 0.06
Supplies & Miscellaneous,
Postage & Courier Services 6,592 6,900 6,700 108 (200) 1.64 (2.90)
Printing 69,600 69,150 89,850 20,250 20,700 29.09 29.93
Office Supplies 24,367 27,800 27,100 2,733 (700) 11.22 (2.52)
Office Equipment 43,473 26,900 26,500 (16,973) (400) (39.04) (149)
Computer Supplies 1,500 6,500 6,500 5,000 333.33
Computer Software 68,815 115,500 117,200 48,385 1,700 70.31 1.47
212,847 247,750 273,850 61,003 26,100 28.66 10.53 1
Other Expenses
Property Taxes 38,120 56,136 56,136 18,016 47.26 -
Licenses & Permits 30,989 950 950 (30,039) (96.93)
Miscellaneous 13,945 13,600 13,600 (345) (2.47)
Entertainment - - - - -
Travel 7,820 14,500 - 16,602 8,782 2,102 112.30 14.50
Training 5,982 38,000 40,000 34,018 2,000 568.67 5.26
Meetings and Conventions 40,115 56,650 51,843 11,728 (4,807) 29,24 (8.49)
Cashier-Overage/(Shortage) (101) - 101 - (100.00)
Parking Refunds - -
Uncolieotible Accounts -
Publications 70 1,000 1,000 930 - 1,328.57
Membership Dues 18,573 23,470 23,375 4,802 (95) 25.85 (0.40)
Claims Settlement
Bad Debt Expense
Penalties & Interest
155,513 204,306 203,506 47,993 (800) 30.86 (0.39)
Advertising & Promotion
Promotional 7,449 52,500 52,500 45,051 604.79
Public Relations 300,125 240,000 240,000 (60,125) (20.03)
Advertising 103,397 151,000 151,000 47,603 46.04
410,971 443,500 443,500 32,529 - 7.92
Tolni Operating Expenses 17,615,347 17,595,461 19,180,276 1,564,929 1,584,815 8.88 9.01
Operating Results Before liepr & Amor 14,502,309 14,406,433 22,844,904 8,342,595 8,438,471 57.53 58.57
Depreciation & Amortization (2,673,315) (2,921,070) (2,921,070) (247,755) 9.27 -
OperalingResggs 11,828,994 11,485,363 19,923,834 8,094,840 8,438,471 68.43 73.47
Non -Operating Revenues (Expenses):
Interest Income 108,052 10,000 10,000 (98,052) (90.75)
Gain (Loss) on Disposal Property (20,674) - - 20,674 (100.00)
Interest Expense's (2,924,458) (3,320,417) (4,562,433) - (1,637,975) (1,2.42,016) 56.01 37.41
Excess Revenue Distribution to City (7,700,000) (7,200,000) (14,491,401) (6,791,401) - (7,291,401) 88.20 101.27
Budgeted Reserves - (300,000) (528,000) (528,000) (228,000) 76.00
Total Non -Operating (10,537,080) (10,810,417) (19,571,834) (9,034,754) (8,761,417) 85.74 81.05
Net Revenge In Excess of Expenses 1,291,914 674,946 352,000 (939,914) (322,946) (72,75) (47.85)
RESOLUTION NO. 18-??
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH
ATTACHMENT(S), APPROVING AND ADOPTING THE ANNUAL
BUDGET OF THE DEPARTMENT OF OFF-STREET PARKING FOR THE
FISCAL YEAR COMMENCING OCTOBER 1, 2018 AND ENDING
SEPTEMBER 30, 2019, IN THE AMOUNT OF $19,180,276
EXCLUDING DEPRECIATION, AND OTHER NON OPERATING
EXPENSES OF $22,492,904 ATTACHED HERETO AND MADE A PART
HEREOF.
WHEREAS, Section 23(h) of the Charter of the City of Miami, provides that all budgets,
funds and accounts pertaining to the off-street parking facilities of the City shall be segregated
from all other budgets, funds and accounts of the City and shall be so kept to reflect the
financial condition and the operation of each off-street parking facility of the City separately;
and
WHEREAS, a budget is required to properly administer the Department of Off -Street
Parking; and
WHEREAS, Section 23(h) of the Charter of the City of Miami, further provides that no
later than one month before the end of each fiscal year the Director of the Department of Off -
Street Parking, with the approval of the Off -Street Parking Board, shall prepare and submit to
the City Commission a budget estimate of
expenditures and revenues for the ensuing fiscal year for approval by the City Commission; and
WHEREAS, the Department of Off -Street Parking Budget for Fiscal Year 2018-19 has
been reviewed and accepted by the Off -Street Parking Board;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. The recitals and findings contained in the Preamble to this Resolution are
hereby adopted by reference and incorporated as if fully set forth in this Section.
Section 2. The Annual Budget for the Department of Off -Street Parking for the fiscal
year commencing October 1, 2018 and ending September 30, 2019, in the amount of
$19,180,276, excluding depreciation, and other non -operating expenses of $22,492,904,
attached hereto and made a part hereof, is hereby approved and adopted.
Page 2 of 3
Section 3. This Resolution shall become effective immediately upon its adoption
and signature of the MayorJ.
PASSED AND ADOPTED this day of , 2018.
FRANCIS SUAREZ, MAYOR
ATTEST:
TODD B. HANNON
CITY CLERK
APPROVED AS TO FORM AND CORRECTNESS:
VICTORIA MENDEZ
CITY ATTORNEY
If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from
the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
Page 3 of 3
MIAMI PARKING AUTHORITY
Schedule of Revenues and Expenses
Proposed FY 2019 Operating Budget — Line Item Descriptions
Description of Line Items:
Operating Revenue
Off -Street Facilities - Revenue collected at parking garages, including daily customer revenue,
monthly cardholder revenue and revenue derived from special events
Parking Lots — Revenue collected at parking lots, including daily customer revenue, monthly
decal -holder revenue and revenue derived from special events / rental of lots
On -Street — Revenue collected from single space and Pay and Display meters located on -street
as well as revenue derived from rental of metered spaces (production events, valet, etc)
Management Fees — Fees charged to third parties (i.e. Miami -Dade County, Florida FDOT and
City of Miami) for the administration of various parking / non -parking facilities
Other — Majority of line item represents fees remitted by towing companies that assist in
towing illegally parked vehicles from parking facilities / on -street spaces
Operating Expenses
Salaries, Wages & FrinRe Benefits
Salaries — Regular - Base salaries for all full time / part-time Authority personnel
Salaries — Overtime — Overtime funds paid to hourly personnel
Salaries — Sick & Vacation — Sick and vacation time for full-time Authority personnel
Social Security — Social security taxes paid to the federal government for Authority personnel
Health Insurance — Insurance premiums paid by MPA for full-time Authority personnel
Retirement — Employer portion of annual pension obligation paid to the MPA's pension plan
for full-time Authority personnel
Other Benefits — Insurance premiums paid by MPA on behalf of full-time administrative and
operations personnel for auto, short-term disability and long term disability
Page 1 of 6
Tuition — MPA provides educational assistance for regular full-time employees who have
completed 365 calendar days of service in an eligible employment classification. The amount
of assistance paid by the Agency is 100% of tuition costs up to a maximum of $3,000 in a
calendar year providing the employee earns grade of "C" or better
Miscellaneous Pay — Payment for the use of temporary labor for special events and special
employee assignments
Repairs, Maintenance, Cleaning & Landscape
Maintenance — Property — Contractual expenses incurred in connection with the maintenance
of parking facility structural components, excluding items detailed below
Maintenance — Landscaping — Contractual expenses incurred in connection with the
maintenance of parking facility landscaping
Maintenance — Elevators — Contractual expenses incurred in connection with the maintenance
of parking facility elevators
Maintenance — A/C — Contractual expenses incurred in connection with the maintenance of
parking facility, operations and administrative office air conditioning units
Maintenance — Computers — Contractual expenses incurred in connection with the maintenance
of parking facility / administrative office computer equipment
Maintenance — Garage Equipment — Contractual expenses incurred in connection with the
maintenance of parking facility revenue control equipment
Maintenance — Alarms — Contractual expenses incurred in connection with the maintenance of
parking facility revenue alarm / security systems
Maintenance — TV Surveillance — Contractual expenses incurred in connection with the
maintenance of TV surveillance cameras located in garage facilities
Repairs — Equipment — Non -contractual repairs associated with parking facilities
Motor Pool — Expenditures associated with Agency vehicles including gas, repairs and lease
payments for leased Agency vehicles
Cleaning / Cleaning & Housekeeping Supplies — Contractual expenses and cleaning supplies
purchases for the maintenance of parking facilities / administrative offices
Expendable Tools / Small Equipment - Maintenance tools and maintenance / office equipment
purchases that do not exceed $1,000 and therefore are not considered a capital asset
Page 2 of.6
Clothing — Uniforms for operations personnel
Signs — Maintenance and purchase of signage for both off-street and on -street parking facilities
Maintenance — Other — Annual contractual maintenance fee incurred for Authority telephone
system
Security
Security — Contractual expenses incurred for security personnel who perform surveillance of
parking facilities
Armored Car Services — Brinks services for the pickup of cash at specified locations
Utilities
Telephone — Expenses paid to telephone carriers for the usage of telephone lines and cellular
phone lines (i.e. AT&T, Sprint)
Light & Power — Electricity expense for all parking facilities / administrative offices (FPL)
Water — Water expense for all parking facilities / administrative offices (Miami -Dade Water
and Sewer)
Insurance
Property and General Liability Insurance — Insurance premiums related to property, general
liability, and directors and officers liability coverage
Workers Compensation Insurance — Workers compensation premiums for Authority personnel
Rental — Building /Land
Rental Building/Land — Fixed, contractual lease payments paid for the rental of parking lots
managed and not owned by the Authority
Assessment Expenses
Assessment Expenses — The expenses for the Courthouse Center Garage condos that are
accumulated and paid to the condo association. The items in this category include but are not
limited to: repairs and maintenance, utilities, office supplies, management fees, property
insurance and security
Page 3 of 6
Revenue Sharing
Revenue Sharing — Payments made to lessors of parking lots that are managed by the
Authority. These payments are based on a % of either gross or net revenue derived by the
parking lot
Parking Meter Parts & Installation
Equipment Rental — Rental of golf carts for security personnel to roam facilities, rental of
office copiers
Parking Meter Parts & Installation — Purchases of parking meter supplies / parts to replace
defective parking meter equipment
Legal and Professional
Property Surveys, Platting — Expenditures incurred related to property surveys and platting of
prospective parking facility acquisitions
Legal Services — Legal fees paid to City of Miami for City Attorney services
Trustee Fees - Fees paid to Trustee of Authority bonds
Audit Fees — Fees paid in connection with the annual audit of the Authority's financial records
Pay and Display Fees — Service contract fees paid to parking meter vendors, parking
consultants, payroll processing fees, website redesign fees, rating agency fees in connection
with the Authority's bonds
Bank Charges
Bank Charges — Bank fees and credit card processing charges associated with the Authority's
parking facilities
Supplies and Miscellaneous
Postage & Courier Services — Postage expense for Authority's mailings
Printing — Printing of tickets and decals for parking facilities and customer service pamphlets
Office Supplies — Desk supplies (i.e. paper) for all Authority facilities / administrative offices
Office Equipment — Office equipment purchases that do not meet threshold for capitalization
Page 4 of 6
Computer Supplies — Computer supply purchases for all Authority facilities / administrative
offices
Computer Software — Computer software purchases for all Authority facilities / administrative
offices
Other Expenses
Licenses & Permits - Miscellaneous licenses and fees
Miscellaneous — Payment for medical exams and back ground check for employees (new hire
and worker comp cases) and mystery shopper program
Travel - Business travel expenses incurred for parking related conferences
Training -Training expenses for all employees
Meetings and Conventions - Business meeting expenses for all employees
Publications — Miscellaneous business publication subscriptions
Membership dues — Membership dues for various parking related organizations and
professional associations
Advertising & Promotion
Promotional — Promotional materials distributed to customers at special events / customer
appreciation week
Public Relations — Contractual expenditures related to public relations consultant services and
sponsorships of various charities and non-profit organizations
Advertising — Media advertising expenses (i.e. radio, television, and printed media)
Page 5 of 6
Non -Operating Revenues / (Expenses)
Depreciation & Amortization — Depreciation related to parking facilities, including building
and structures, leasehold improvements, furniture and fixtures, and parking equipment
Interest Income — Interest and gain/losses on Authority investments
Interest Expenses — Interest expenses and amortization of bond issuance costs incurred in
connection with the Authority's bond issue.
Excess Revenue Distribution to the City of Miami — Operating revenues in excess of: (a)
operating expenses; (b) debt service payments; and (c) renewal and replacement capital
requirements and reserves for working capital needs.
Budgeted Reserves — Funds that are based on sound fiscal principles designed to allow the
Authority to maintain continuity of operations in adverse conditions while being mindful of our
fiduciary reasonability to residents and visitors, both current and future generations.
Page 6 of 6
APPENDIX D
Senior Lien Bond Ordinance
COMPOSITE
ORDINANCE NOS.11693 AND 11719
CITY OF MIAMI, FLORIDA
PARKING SYSTEM REVENIIEREFIINDING BONDS,
sours 1998
TABLE OF CONTENTS
(continued)
Page
ARTICLE V
REVENUES AND FUNDS
Section501. Establishment of Funds...............».,..,..,..,..,..,.,,..,..,,,........,........................_......,35
Section 502. Revenues Received by the Department 35
Section 503. Application of Money In Revenue Account 36
Section 504. Application of Money In Interest Account 38
Section 505, Application of Money In Principal Account 38
Section 506. Application of Money in Sinking Fund Account.... ..... _............................... _, 39
Section 507, Application of Money in Reserve Account 41
Section 508, Application of Money in the Renown) and Replacemont Account-- ......... „„43
Section 509, Application of Money in the General Rescrvo Account.... ........... 43
Section 5ID. Apploation of Money In the Redemption Account ..........................»,,.,.,,,.....,.,. 44
Section 511. Insurance and Condemnation Award Account 46
Section 512, Funds Held in Trust 46
Section 513, Cancellation of Bonds 46
Section 514. Disposition of Fund Balances 47
Suction 515. Security for the Bonds 47
Section 516. Rebate Fund 47
ARTICLE VI
DEPOSITARIES OF MONEY, SECURITY FOR DEPOSITS, INVESTMENT OF FUNDS,
AND COVENANT AS TO ARBITRAGE
Section 601, Security for Deposits 48
Section 602. Investment of Money 48
Section 604. TatCovenant 49
ARTICLE V II
GENERALS COVENANTS AND REPRESENTATIONS
Section 701, Payment of Principal, Interest and Premium ................. ........ .,,.....,....,.., ..... 51
Suction 702. Construction of 199g Project and Additional System Facilities 51
Seotlon 703, Operation of Parking System 52
Scotian 704, Rate Covenant 52
Section 705. Budgets and Covenant as to Ctitmat Expenses 53
Sogdian 706, Covenants with Credit Banks, Insurers and Reserve Product Providers 53
Section707. Records, Accounts and Audits...,... ..... ...... ,...,..».,...... _................. _....._.......... 54
Section 708. Insurance 55
Section 709. Notice of Taking; Cooperation of Parties 55
Section 710. Insurance and Eminent Domain Proceeds 55
Section 711, Compllance with Applicable Law 57
Section.712, PaymentofCharges and Covenant Against Encumbrances 57
Section 713. bfsposidon of Parking Syslem......_.............. S7
Seddon 714, Additional System Facilities, Additions to the Parking System 59
11
C-1
TABLE OF CONTENTS
Page
ARTICLE
DEFINITIONS
Section 101. Meaning and Words and retina.- ............ .......... ......„ ..... ................... 2
Section 102, Rules of Construction 13
ARTICLE I1
DETAILS OF BONDS; AUTHORIZATION OF DEFEASANCE OF 1993 BONDS
Section 201.
Section 202.
Seddon 203,
Section 204.
Section 205.
Section 206,
Section 207.
Scotian 208,
Section 209,
Section 210,
Suction 21.1.
Section 212.
Section 213.
Section 214,
Section 215,
Section 301.
Section 302,
Section 303.
Section 304,
Section 305.
Srctlon 306,
Section 307,
Section 308,
Section 401,
Section 402,
Section 403.
Section 404,
Limitation on issuance of Bonds
Details of Bonds
Execution and Form of Bonds
Exchange of Bonds
Negotiability, Registration and Registration of Transfer of Bonds
Ownership of Boards
Audrendmtlon of Bonds
Authorization of 1998 Bonds
14
14
15
2l
21
21
21
22
Additional Bonds for Additional Systom Facilities...-. ...........................,23
Additional Bonds for Completion Purposes26
Additional Bonds for Refunding Purposes 28
Temporary Bonds.,,..»,»...............»...,.,..».,..,,................,,..»,,,,»..,...,...........,..,30
Mutilated, Destroyed, Lost, or Stolen Bonds 30
Qualified Derivative Agreements 30
Authorization ofDofcasanco of 1993 Bonds ................ ..............,31
ARTICLE III
REDEMPTION
Extraordinary Redemption of all Bonds .................. ......... .,...,..,.............. .... ,31
Selection of Bonds or Patients thereon* be Rcdcemed................................. �„ 31
Redemption Notice 31
Effect of Culling for Redemption,»...................»»„»,..,,,..,,....................,........,,32
Redemption of Portion of Registered Bonds...........................,33
Use of Government Obligations to Redeem Bonds,......., ........... .. ...... . ......... -33
ARTICLE IV
CONSTRUCTION FUND
Construction Fund 33
Payments from Construction Fund ....................34
Cost of 1998 Project and Additional System Facilities 34
1
TABLE OF CONTENTS
(continued)
Page
Section 715, Contracts, Leases and other Agreements....... ........................... ..»,,.,_, 59
Section 716. interim Indebtedness; Slain Term Indebtedness 59
Section 717. Financing of Special Purpose Paeilides,,,,,,,,,,,,,,,,,,,,,_............ ,60
Section718, Subordtaated Debt 60
Section 719. Engagemom of Accountant, Insurance Consultant, and Pairing Consultant ,, 61
Section 720, Further tnstrumonls and Actions 61
Section 721. Use of Revenues and Inconsistent Actions 61
Section 722. Na free Parking at City Foci Lidos 62
Seddon 723. Departs out le Manage City Parking Facilities 62
Section 724. Biennial lnspacdon.........................»,,.,».,,,..,.................._.........,.,..,.,............._62
ARTICLE VIII
REMEDIES
Section g01. Extension of Interest Paymcnt62
Section 802, Events of Default 62
Sogdian MD. Acceleration of Maturities 63
Section 804. Remedies 64
Section8.05. Enforcement of Remedies 64
Section 806. Pro Rath Application of Funds_ ... ...»,». 65
Section 807, Effect of Discontinuance of Proceedings 66
Section 808, Control of Proceedings by Holders,. . . ...... - . .......... ..... ...„,.... ........................ 66
Section 809, Restrictions Upon Actions by Individual Holders 66
Section 810, Enforcement of Rights of Action 67
Sention 811. No Remedy Exolusive 67
Section 812, Delay Not a Waiver........_........_..............................»,...,..............._..»,.,,..,
Section 813. Notice of Default
Section 814, Right to Enforce Payment of Bonds Unimpaired „.....................
ARTICLE LX
THE TRUSTEE
68
...,..,..,,............ 68
Section 901. Acceptance ofTrvats..................:...............»,,.........,..,,............,...,.,,,,
Section 902. Indemnifloallon of Trustee as Condition for Remedial Action Upon
Section 903, Limiladons co Obligations and Responsibilities of Taste* 69
Section 904. Trustee Not Liable for Failure of Department to Act 69
Section 905. Compensation of Trustee and Paying Agent 69
Suction 906. Monthly Statements from Trustee 69
Section 907. Tnwteo Protected In Relying on Certain Domitnents....................»,........... 70 .
Section 908. Notice of Defauit.,........_...............................».»»,...,»,.._,.....,........,...,,,,,.,70
Section 909. Trustee Not Responsible for Recitals 70
Section 910. Tntslee May Deal ]n Bonds...................»....,..,.....,...,.........,.._,....,,,,,,,,74
Section 911, Resignation and Removal of Trustee Subject to Appointment of Successor,„,,, 71
Section 912, Resinnadon of Tmslce............................................................................._......,71
iii
TABLE OR CONTENTS
(continued)
Page
Section 913. Removal of Trustaw....,. ........................................-..........................,...,..,,, 71
Section 914. Appointment of Successor Tmstuw 71
Section 915. Vesting of Dulles In Successor Trustee........................................................,.,, 72
ARTICLE X
EXECUTION OF INSTRUMENTS BY HOLDERS, PROOF OF OWNERSHIP OF BONDS,
AND DETERMINATION OF CONCURRENCE OFHOLDERS
Section 1001. Execution of Instruments by Holders 72
ARTICLE XI
SUPPLEMENTAL ORDINANCES
Section 1101. Supplemental Ordinance Without Bondholders' Consent 73
Section 1[02. Supplemental Ordinance with Bondholders' Coruent74
Section 1103. Supplemental 0n1 canes Part of Ordinance ....... ................. _........ ,............. 75
Section 1104. Series Ordinance Not a Supplemental Ordinanceo ............... _ 75
ARTICLE XI(
DEFEASANCE
Section 1201. Cessation of Interest of Bondholders,„,„ ........... ..... ..................... ,. 75
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 1301. EffectofCovenants 77
Section 1302. MunnerofGiving Notice 77
Section 1303. Successorship of Paying Agent and Bend llegiserar 78
Section 1304, Sup eswrship of City Officers 78
Section 1305. Inconsistent Ordinances „ 79
Section 1306, Headings Not Part of Ordinance ....................................... • 79
Section 1307, Clly, the Board, Deparhnenl, Tntstee, Bondholders, Insurers, Credit Bank
and Reserve Product Providers Alone Hoye Rights Under Ordinance 79
Section 1308, Effect of Partial Invalidity 79
Section 1309, State Law Governs 79
Section 1310. Repeal of Ordinance 10115 .................",,,...,.,..,....,.............,...........,.,.............,79
Section 1311. Notice 79
Section 1312. Provisions Relating to Insurers 80
iv
WHEREAS, an emergency exins with respect to the enactment of this Ordinance in that,
in order to take advantage of oetnting to tko! conditions and in order to promptly commence the
1998 Project (as hereinafter defined) to moot the parking needs of the citizens and taxpayers of
the City, 11 is necessary that the City market bonds anthorized hereunder as soon as possible, and
lmmadlao enactment of this Ordinance is necessary hi order to accomplish such marketing; and
WHEREAS, the City Commission, by enactment of this Ordinance by et least a four -
fifths vole, hereby waives all notice requirements for the regular enactment of municipal
ordinances, and
WHEREAS, this Ordinance is hereby deviated to be an emergency measure on the
grounds of urgent goblin need far the preservation of peace, health, safety and the property of the
City;
NOW, THEREFORE, HE 1T ORDAINED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA;
ARTICLE I
DEFINITIONS
Section IOL Moaning and Words end Ternn% In addition to words or toms elsewhere
defined in this Ordinance the following words and teams as used in this Ordinance shall have the
following meanings, unless some other meaning is plainly intended:
"Accountant" means the certified nubile accountant or firm of certified nubile
accountants engaged by the Board under the provisions ofSeotion 719 of this Ordinance.
"Acetates! Value" moans, the value specified In any Series Ordinance for any date or
dates specified In such Sedes Ordinance as rho principal amount of Capital Apprecindon Bonds,
plus to amount of interest that has accreted thereon, If such date shall not be specified In such
Series Ordinance, "Accreted Value" shall mean a portion of the difference between the Accreted
Value as of the Immediately preceding date specfied in such Stories Ordinanco and the Acended
Value of the immediately suoceodicg data specified in such Series Ordinance calculated based on
the assumption drat accreted value acormes during any period in equal dally amounts on the basis
are year of twelve 30-day months.
"Additional Bonds" means the Bonds of the City authorized to be Issued under Sections
209,210 and 211 of this Ordinance,
"Additional Facilities Aceoant"means the account In the Construction Fund eroded end
so designated by Sccdnn401 dads Ordnance,
"Additional System Facilities" means (a) any parking garages and oft' -street panting
facilities and on -street parking meters that are not a part of the Parking System as of the date of
this Ordinance, Including all land, buildings, strictures, equipment and appurtenances
constituting a part therco8 (b) all enlargements of and Improvements and addition to any existing
or Mum buildings and structures that constitute a portion of lho Parking System, and (o) all
2
C-2
ORDINANCE NO,
AN EMERGENCY ORDINANCE OF THE CITY OF MIAMI, FLORIDA
AUTHORIZING THE ISSUANCE OF PARKING SYSTEM REVENUE
BONDS OF THE cm' OF MIAMI, FLORIDA, INCLUDING THE ISSLAANCE
OF AN INITIAL SERIES OF BONDS IN AN AGGREGATE PRINCIPAL
AMOUNT NOT EXCEEDING S14,500,005 FOR THE PURPOSE OF
REFUNDING THE OUTSTANDING PARKING SYSTEM REVENUE
BONDS, SERIFS 1992A OF THE CITY AND PAYING THE COSTS OF THE
ACQUISITION AND CONSTRUCTION OF PUBLIC PARKING FACILITIES
WH1t1N THE CORPORATE LIMITS OF THE CITY OF MIAMI;
AUTHORIZING THE USE OP DEPARTMENT FUNDS TO DEFEASE THE
OUTSTANDING PARKING SYSTEM REVENUE REFUNDING BONDS,
SERIES 1993A1 PROVIDINO FOR THE PAYMENT OF SUCH BONDS AND
THE INTEREST THEREON PROM CERTAIN REVENUES DERIVED BY
THE DEPARTMENT OF OFF-STREET PARKING OF THE CITY FROM ITS
PARKING SYSTEM AND OTHER AMOUNTS AS PROVIDED HEREIN;
AUTHORIZING OTHER CLASSES OF INDEBTEDNESS TO BE SECURED
AS HEREIN PROVIDED; SETTING FORTH THE RIGHTS AND REMEDIES
OF THE HOLDERS OF SUCH BONDS; MAKING CERTAIN COVENANTS
AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR
THE REPEAL OF ORDINANCE N0, 10115; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, The City of Miami, Florida (the "City"), is authorized pursuant 1,0 the
Constitution and laws of the Stale of Florida, including, without limitation, Chapter 166, Florida
Statutes, and the Charter of the City, to own and operate, through the Department of Off -Sheet
Parking of the City, facilities for the parking of motes' vehicles, to operate such *01111es as a
proprietary function and an enterprise of the City, and to col heat fees and ohargoa for the use and
services of such faculties; and
WHEREAS, the City 1s also authorized pursuant to the Constitution and laws of the State
of Florida and its Charter, to inane revenue bonds to pay rho 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, 10115, enacted by the City on Juno 26, 1986, as
supplemented and amended, the City has issued Its S4,725,000 Parking System Revenue Bonds,
Series 1992A (the "1992 Bonds') and its $15,515,000 Puking System Revenue Refunding
Bonds, Series 1993A (the "1993 Bonds') ; and
WHEREAS, the Cityhas determined that it is in the best Interest of the citizens and
taxpayers of the City that it utilize rennin funds on hand to defease the lien of the 1993 Bonds,
and that it issue revenue bonds under the !antis hereof to finance the cost of certain public
parking Improvements more particularly described herein and to netlmd the 1992 Bends, and that
it provide. for the issuance of such bonds and other revenue bonds under the torus hereof; and
renewals and replacements of any of the forego'mg, which parking garages, off-street parking
facilities, enlargements, improvements, additions, renewals and replacements are Ens wed IS a
whole or In pan through the tssnence of Additional Honds or with money held in the Genera]
Reserve Accosted
"Annual Budget" means the budget adopicd or in effect for oath Fined Year as provided
in Section 703 of this Ordinanco.
"Appreciated Value" shall moan the valve specified in any Sodos Ordinance for any date
or dates specified on such Series Ordinance as the Appreciated Value with respect to any Capital
Appreciation and Income Bonds. If such date of ealoulalian shall not be specified in such Series
Ordinances, "Appreciated Value" shall mean a portion of the difference between the Appreciated
Value as of the ]nuned1ately preceding data doodled in such Series Ordinance and the
Approoiu1ed Value as of the immediately succeeding date spoolfied in such Series Ordinance
calculated based upon an nssumpton that Appreciated Value accrues during any period in equal
daily amounts on the basis of a year of hvelve 30-day months. As of any date of calculation on
and after the Interest Commencement Data, the "Appreciated Value" shall moan the Appreciated
Value on rho interest Commencement Date.
"Average Annual Principal and Interest Requirements" means the total amount of
Principal and Interest Requirements to become duo on all Bonds divided by the total number of
years for which such Bonds am Outstanding,
"Board" means the Off -Street Parking Board created by the Charter of the City.
"Bond" or "Bonds" means the Series 1998 ponds and any Additional Ronde Issued
hereunder.
"Bond Counsel" means arty attorney at law or flan of attorneys retained by Om City, of
nationally recognized experience In matters poduining te the validity of, and exolusien from
gross income for federal income tax purposes of Interest on, the obligations of sales and their
political subdivisions.
"Bond Fund" means the fund created and designated the Miami Parking System Bond
Fund by Section 501 of this Ordinance.
'Bondholder" or "Holder" or "Owner" or any similar term means the registered owner of
any Bond outstantding.
"Bond Insurance Policy" shall mean the municipal bond insurance policy nr policies
issued by en Insurer guaranteeing the payment of the principal of and interest on any panion of
'ho Bonds; and with respect to the 1998 Bonds, shalt mean the 1998 Bond insurance Fahey.
"Bond Registrar" means a bank or trust company either within or without tie State that is
designated as such by the Board, such bank or bust company being the same bank or trust
company designated to set as Trustee.
3
"Business Day" means any day other than (i) a Saturday, Sunday, legal holiday or day on
which banking institutions In the City in which tho Truslae has its prnotpal corporate Oust °into
aro authorized or required by law or oxeoutiva ardor to oloso, or (11) a day on which the New
York Stook Bachango is closed.
"Capital Appreciation Bonds" shall mean (hose Bonds as to which intorest is
compounded periodically an each of tit apploablo periodic dates designated for compounding
and payable In an amount equal to the then current Accreted Value only at the maturity, earlier
redemption or other payment date, all as so dosignattd by a Series Ordhsanoe.
"Capital Appreeladon and Incomo Bonds" shall mean any Bonds as to which accruing
Intoned is not paid prior to the spocihed Interest Commencement Date and is compounded
periodically on certain designated dates prior to the Interest Commanermont Date for such Series
of Capital Appreelalon and Income Bonds, all as so designated by a Series Ordinance.
"Capital Funds Budget" for any Fiscal Year means the amount estimated by the Beam to
be necessary for the oxxlonalon, Improvemonl, anlargomont, renewal, or replaoemont of tea
Parking System, whether, Ito same arc to bo commcncod, continued, or oomploted during such
Fiscal Your or thereafter.
"Cortificmed Bonds"means any Bond which is represented by an instrument,
"Chairman" means the Chairman of the Board or the oftkor succeeding In the prinelpal
Functions thereof.
"Chief Flnanoial Offisor" means the Chief Finnic of Officer of the Department or his
designoo or rho oEbcor succeeding to tho Chief Finanelal Officer's principal functions.
"City" moans Thn City of Mlan i, Florida, a municipal corporation,
"City Attorney" means the City Attorney of It City or tho person succeeding to the
principal functions thonrof
"City Clerk" moans the City Clerk of itt City, any Deputy Clork or any °Moor
succeeding to the principal functions thereof.
"City Commission" means the Commission of the City or the board or body in which the
Bottom! logislalvo powers of Ire City shall bo vested,
"Construction Pund" moans to fund created and designated the Miami Parking System
Construction Fund by Section 401 of this Ordinanoe.
"Cost" as applied to the 1998 Project and any Additional Systom Facilities financed with
Bonds or other available bads, means, without intending thereby to limit or nestriot any proper
deflniton afsueh word wrier law, ail itoms of cost set forth in Section 403 of this Ordinanco.
'County" moans Miami-Dado County, Florida, a political subdivision of tho State.
4
"Escrow Agent" moans a bank or trust company, either within or without the State
designated as Escrow Agent in the Escrow Deposit Agreement and performing such fbnctIons as
aro required by such Agrounont,
"Escrow Deposit Agroom0nt" means the Escrow Deposit Agreement by and between tho
City and idea Escrow Agont, pursuant to which a portion of idea proceeds of the Sorlos 1998 Bonds
and other funds of tho City shall be held, investod and applied by the Escrow Agent as provided
in this Ordinance and the Bscrmv Depoalt Agnromemt,
"Evart of Default" moans each of ttoso averts of dofault sod forth in Section 802 of this
Ordinance.
"Fiscal Yon?' means the period commencing on rho first day of October in any year and
ending on the last day in September of Idea following year, unless the Trustee is notified in
writing by the Director of a change in such period, in which case it Fiscal Year shall be the 12-
month ported set forth in such notice.
"Oonoral Reserve Account" moans den account in the Parking System Fund created and
so designated by Section 50 [ of this Ordinance.
"Goyenunont Obligations" means (1) direct obligations of, or obligations the payment of
the principal of and the Interest on which is guaranteed by, the United Status of America or ([i)
any bonds or oiler obligations of any state or governmental unit thereof which aro rated at such
time in the then highest rating category (without rofinence to gradations within stash eatogories)
of two ar moro nationally recognized municipal rating agencies,
"Ifoldor of Record" means any owner of one or mom Bonds who shall havo fried whit the
Director, in accordance with procedure; established thereby, to written request setting forth his
name and address and the particular reports, notices and other documents that ho dosires and is
entitled to reeuivo under this Ordinance,
"Insurance and Condemnation Award Account" moans Ira account in the Bond Fond
created and so designated by Seddon 501 of this Ordinance.
"Inourance Consultant" means a person or a flan of parson of' favorablo repuht in the
State, for skill and experience In doling with the insurance requlromonis of enterprises similar to
the Parking System and in performing the dutios to bo Imposed upon It by this Ordinance,
Insurer" shall mean with respect to the 1998 Bonds, the 1998 Bond Insurer, and with
respoot to any other Insured Sorios of Bonds, shall mean the issuer of a Bond Insuronco Policy
whose credit is auoh that, at the time of any action or consent required or pormited by tit Insurer
pursuant to the forms of this Ordinance, all municipal securities insured or guaranteed by it are
than rated. because of such Insurance or guarantee, in one of the two highest rating oatogtries
(without regard to pluses or minutes) by m toast one nationally recognized rating agency that
regularly rato Oho orodit of muetelpai securities,
"Intoned Account" means the account in tho Bond Fund merited and so designotad by
Soction501 antis Ordinonca.
6
C..3
"Credit Bank" shall mean as to any pattloulor Series of Bonds, the Parson (odror than an
Insurer) providing a Credit Paoility,
"Credit Facility" shall mean as to any particular Socks of Bonds, a totter of credit, a lino
of credit or another credit or liquidity entancoment faollity (other than a Bond Insurance Policy
issued by an Insurer), as approved In the Series Ordinance providing for the issuance of such
Sorties of Bonds,
"Current Expanses" means idea carrot expanses, paid ar monied, of tho Board and Oho
Department far the °potation, maintenanco, and ordinary, ourrent repair of the 1'atking System as
determined in acoordanw with gonoraily accepted accounting principles, including, without
limiting the generality of the foregoing, all ordinary and usual expenses of operation,
indraw aneo, and repair, administrative expenses, saladea, payments to any redremont plan or
plans properly chargeable to the Parking System, payments to other governmental entities for
current expenses for Oho opotation, mainlonaoee and repair of the Parking System, insurance
premiums and exxpcnses and accumulation of sppropriat0 reserves for self-insurance, engineering
expenses relating to the. operation, malntonanoe, or repair of the Parking System, fees and
expenses of the Troshoe and Oho Paying Agent, legal expanses, foes of consultants, and any other
expenses required to be paid by the Booed and the Department under this Ordinance or by law,
but Current tixltnses shall not Include any reaurvos for extraordinary replaoomonts or repairs,
any ellowaeleo for dapraeiation, any pdnalpal payment in respect of capital !eases or
Subordinated Debt any deposits to any Fired or Account created under this Ordinance or any
payment to any governmental entity for capital costs.
"Daily Nowspapor" moans a newspaper regularly publishod in the English language on at
least five days in tech calendar week.
"Dnfoull" means any Bvont of Dofault and any oven( Ibat, after notice or lapse of Imo or
both, would become an Event of Default,
"Department" moans tho Department of Off -Sheet Parking of Ilan City crated by the
Charter of the City or Oho daparfitent, board or body succeeding such Iroparbnent by whatnvor
name at tit time glvonto such Department and having jurisdiction over or control of the Parking
System.
"Depositary" means any bank or trust company duly authorised by law to eogage in the
banking business and solocted by the Board as a depositary of money under this Ordinance,
"Director" moans tan Executive Director of the Dcpadotn6 the officer succeeding to his
principal functions, or such other individual who from tlmo to time is designated In writing by
idea Chairman to perform the duties oral. Director.
"P.miticnt Domain" moans the eminent &inteern or condemnation power by which all or
arty part of the Parking System may be takon for another public use or any agreement that is
reached in Ilou of proceedings to exorcise suaa power.
5
"Interest Commencement Date" means, with respect to any particular Capital
Appreciation and Income Bonds, the date specified in tan Series Ordinance authorizing Such
Capital Appreciation and Income Bonds atter which interest accruing on such Capital
Appreciation and Income Bonds stall be payable on Ito dates spooliied In such Series
Ordinance.
"Interest Payment Date" means each interest payment dato appltooblo to n Sarkis of
Bonds as stxxified in the Series Ordinance with maned to each Salim of Bonds,
"Interim indebtedness" means Indebtedness of the City payable from Revenues which (a)
has n feral maturity not mom than sixty (60) months after dip date it is Incurred, (b) is designated
as Interim Indebtedness by the City, which the City intends to refinance from the proceeds of
Bonds within such sixty (60) month period, and (c) meets the requimmonts of Seeton 716 olds
O,dlnunoe,
"investment Obligations" moans any investment aatherizod pursuant 10 the lines of Oho
State of Florida.
"Net Proceeds" means the gross proceeds derived from insurance or as an award arising
from Eminont Domain, less payment of attorneys' fees and expenses properly incurred In the
collection of gross proceeds.
"Not Racemes" means din oxeoes of Revenues over Current Expenses.
'1992 Bonds" mean the City's outstanding Parking System Ravenna Bonds, Sodes
1992A,
"1993 Bonds" moans Oho City's outstanding Parking System Revenue Refunding Bonds,
Series 1993A,
"1998 Bond Insurance Policy" shall that Oho municipal bond insurance policy issued by
the 1998 Bond Insurer Insuring the timely payment of tit principal of and interest on Oho 1998
Bonds.
"1998 Bond Insurer" shall mean MB,A Insurance Corporation (thy principal oporatng
subsidiary of MBIA, Ina., a Now York Stock Exchange listed company), or any successor
thereto,
"1998 Bonds" means the City's Parking System Romano Refunding Bonds, Series 1998,
authorized hereby,
"1998 Project" means a four -level parking garage on Oak Avenue between Rice and
Mary Streak in Coconut Grove, a revenue control system, a 300-apace surfaco parking facility
on Watson island, renovation and rehabilitation of a 495-space parking garage to bo located a140
NW 3rd Strout, payment of litigation and settlement costs and expenses related to the Coconut
Oreve Playhouse lawsuit between the thhp000lne nt and the Start' of Florida Department of Stale,
and other parking -related Improvements and faallities.
7
"1998 Projoct Account" means the account In the Constmetion Fund designated as such
mated by Section 401 hereof.
"Operations and Maintenance Requirement" moans, as of the dale of determination, one-
fourth of rho amount shown by the Annual Budget as Current Expenses for the then currant
Fiscal Year.
"Option Bonds" means Bonds subject to tender for payment prior to their maturity at tho
option of tho Holder thereof,
"Ordinance" means this Ordinance together with any supplemental mdhrauoes and Series
0r 1r,00ees enacted by the City.
"Ordinance No. 10115" means Ordinance No. (0(15, enacted by the City on June 26,
1986, as the same has boon supplemented and amended.
"Outstanding" when used with reference to Bonds means, as of a particular date, ell
Bonds theretofore issued under this 0rdinanco except;
(1) Bonds theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;
(2) Bonds for die payment of which money, Oovemment Obligations, or a
combination of both, do an amount sufficient to pay an the date or dates when such Bonds are to
be paid or nedrxmsed rho Rrufomplion Pelee of and the interest scenting to such date or dates on
the Bonds to be paid or redeemed, have been deposited with rho Trustee, the Paying Agent or en
esernw agent In trust for the Holders of such Bonds; Government Obligations shall bo doomed to
be suffmient to pay or rcdcem Bonds on a specified date if the principal of and the Interest on
such Oovemment Obligations, when due, will be sufficient to pay on such, date the Redemption
Price of, and the Interest accruing on such Bonds to such date; and
(3) Bonds In exchange for or In lieu of which oiler Bonds have been authenticated
and delivered pursuant to this Ordnrance.
"Parking Consultant" moans any engineer, engineering tine, firm of oertified nubile
accountants, parting consulting Erm or corporation, or other qualified person, firm or
corporation of favorable repute for skill and experience in performing the duties for which it is
employed by the Board under Section 719 ofthts Ordinance,
'Parking System" moans, ascent as provided below, all existing teal properly, parking
garages, parking lots, offt parking faotlities and mlated facilities, structures, equipment and
maobincry presently owned by the City or the Department and operated by the Ilepaobnent in
connection with Ilse publics parking of motor vehicles; the on -street parking meters Inslallwi of
any thno or near the curbs of the sheets within the jurisdiction office Department (subject to
removal or relocation, as provided In Seotton 713 of this Ordinance); end any Additional System
Futilities and any parking garages and off-street parking factities added to the parking System
pursuant to this Ordinance. "Parking System" shall not bailed°, unless expressly provided in
subsequent Ordinance or resolution, any airspace above a parking 1st, parking garage or parking
8
index or formula, shall be used for purposes of this dofteltion as the actual rate of Interest with
respect to such Bonds.
"Proceeds Acumen' means the account in the Construction Fund to be created and so
designated by Seodon 404 of this Ordinance.
"Qualified Derivative Agreement" means an agreement botweon the City and a
counterparty creating Qunli led Der}vgtve Payments.
"Qualified Derivative Payment" shall mean a payment obligation created by a Qualified
Derivative Agreomoal, such as an hitch -et rate swap, collar, cap, or other functionally similar
agreement, such payment being equal to interest on a notional amount, based upon a fixed or a
variable rule index or formula, provided that, in order for a paymonl to be a "Qualified
Derivative Payment," the lung -torn unsecured debt of the counterparty to the Qualified
Derivative Agreement to which such payment ponadns must be at all times rated in at lust one of
the two highest ruling categories by at least one of the nationally recognized rating agencies
rating the Bonds to which such payments pertain, Qualified Derivative Payments Include only
payments under a Qualified Detvdlve Agreement detennlned by reference to Interest on a
notional amount and shall not include any other payments under such agreement (for example
anytermination fee, indemnification obligations or other foes payable to the muntelparty).
"Rebate Account" means the account In the Miami Parking System Fund designated as
such created in Seaton 501 hereof,
"Redemption Account" means the account in the Bond Fund created and so designated
by Section 501 of this Ordinance.
"Redemption Price" means the prinoipal amount of a Bond called for redemption plus the
applicable premium, If any, payable upon redemption thereof in the manner provided by this
Ordinance.
"Renewal and Replacement Account" means tho account In Parking System Fund created
and so designated by Seaton 501 of dill Ordinance.
"Renewal and Replacement Account Roquiement" foe any Fiscal Year means that
amount established as such from tree to time by the Beard, which amount shall not be less tray
S250,000, or such greater amount as the Parking Consultant certifies is necessary for tho
purposes of the Renewal and Replacement Aocormt for senk Fiscal Year,
"Resolve Account" means the account in the Bond Fund created and so designated by
Seaton 501 of this Ordinance.
"Reserve Product" means an insurance policy or surety bond or loner of credit, line of
credit or otter cro411 facility deposited In the reserve mecum in lieu of or 1n substitution for the
cash required to be deposited pursuant to Section 507 hereof.
10
C-4
shuetune, commencing at such height abovo such lot, garage or structure as shall not malorially
Interfere with the operation thereof as a parking faoillty.
"Parking System Fund" means the fund created and designated the Miami Parking
System Fund by Section 501 ofthls Ordinance.
"Paying Agent" means, with respect to Bonds of each Series, the Trustee and any ether
banks or trust oampanics al which the interest on the Bonds of each Series are payable,
"Principal Account" moans the account in the Bond Fund created and so designated by
Souton 501 of this Ordinance.
"Principal and Interest Rogolrements" atoaos the respoctivo amounts which ate required
in each Fiscal Year to provide;
(a) for paying the Interest on all Bonds then Outstanding which is payable in such
Fiscal Year;
(b) for paying the principal of all Serial Bonds and Torn Bonds then outstanding
which is payable In pooh Fiscal Year, and
(o) the Sinking Fond Requitement for such Fiscal Yoar for all Torre Bonds then
Outstanding,
With tespoet to Variable Rate Bonds, the interest ram used to calculate Principal and
Interest Requirements shall be assumed to be ono hundr l ten percent (110%) of the greater of
(a) the daily average interest race on such Variable Rate Bonds during tho twelve months ending
with the month proceeding rho tat of calculation or (b) the most recent effective interest on such
Variable Rate Bonds prior to the date of calculation. If such Variable Rata Honda wore not
outstanding for a full twelve months ending with the month immediately preceding the dale of
calculation, the rate described in clause (b) of the Immediately preceding aentenee shall be used
With respect to Option Bonds, tee date or dates of tender shall be disregarded, unless actually
tendered and not remarketed, and thestated maturity dates thoroof shall bo used for purposes of
this calculation, if such Option Bonds are required to be paid from Net Revenues hereunder on
such date of tinder.
For all purposes of this Ordinance, if, with respect to any Series or portion of a Series of
Variable Rate Bonds, the City enters Into a Qoalited Derivative Agreement providing for
payments to the City which are plydgtd to the payment of Interest on such Bonds In an amount
tafoa( le Interest on a notional amount equal to Ina principal amount of suet Bonds (which may
include all or any portion of the principal emceed of a Series of Variable Rate Bands)
outstanding, based upon a fixed rate or a variable Index or formula different from that used to
calculate interest on such Bands, tben tho effective rate of interest to the City with respect to
snot, Bonds taking into account (I) the actual interest rate borne by such Bonds, di) payments W
be received by the City pursuant to such Qualified Navalivo Agreement and (ill) payment
obligations of the City to the counterparty under such Qualified Derivative Agreement, all based
upon [Merest on such notional amount as dotermined by reference to a fixed rate or vndablo
9
"Reserve Product Pmyider" means the issuer of a Reserve, Product and shall moan MBIA
Insurance Corporation (rho principal operating subsidiary of MINA, Inc., a Now York Stock
Exchange listed company), many sucsossor thereto with respect to the 1998 Bonds,
"Reserve Requitement' means 8n amount of moray, or the aggregate available amount
under one or more Resorvo Account Insurance Polloloa or Reserve Account Letters of Credit, or
a combination thereof, equal to the boner of (I) to maximum Principal end Interest
Requirements calculated with respect to all Series of Bands Outstanding hereunder in the current
or any subsequent Fiscal Year, al) 125% of the average annual Pdncipol and Interest
Requirements calculated with respect to all Series of Bonds outstaading hereunder, or (lit) 10%
of the aggregate slated original principal amount of all Series of Bonds outstanding hereunder,
provided, however, that In determining the aggregate stated original principal amount of Bonds
Outstanding for the purposes of this clause (Ili), tho issue price of Bonds (net of pro-tasuanee
seemed interest) shall be substituted for the original stated principal amount of those Bonds if
such Bonds were sold at either an original issue discount or premium exceeding two percent
(2%) of tho stated redemption pricer at maturity.
"Revenue A000unt" means tho account in die Parking System Fund created and so
designated by Section 501 dials Ordinance.
"Revenues" means (a) except to the extent hereinafter excluded, all Income earned by the
Department from the operation and use of and for the services furnished or to be famished by the
Parking System and all incomo earned from rho ownoiship and rental of the Parking System and
properties financed by Subordinated Debt and by Interim tndebtrdnrse, (b) income received by
the Depadment under any agreement to manage or operate faotlides en behalf of soy person, (a)
any proceeds of badness interruption Insurance, and (d) the investment income on, and the
income and gains realized upon the maturity or gala of; securities hold by or on behalf of the City
or tho Department In any Funds and Accounts ostahltshed by thin Ordinance. 'them shall not be
included in Revenues (0 any grants, contributions or donations; (li) proceeds from the sale and
disposition of all or any portion of the Parking System; (Ili) income from the operation of any
feaillties to which reference is made in Section 717 hereof for so long as such facilities ere not
part of the Parking System; (iv) to the extent and for so long as such Income Is pledged to saeum
rho financing for tho same, rental income from the leasing of any Iced rued in connection with,
or income from the operation o1; any facilities to which reference Is made in Section 717 hereof;
(v) any proceeds of insurance other than as mentioned above; (vi) investment Income from the
invxatmont of moneys in the Construction Fund; and (vll) the proceeds of any borrowing,
"Serial Bonds" moans Bonds of any Series that are designated as such In tho Series
Ordinanco for such Series.
"Series" means any series of Bonds issued at any ant time under Sections 208, 209, 210,
or 2l t of this Ordinance.
"Series Ordinance" means collectively the ordinances and resolutions of the City
Commission that ore adopted prior to the Issuance of any &cries of Bonds under Sections 208,
209, 210, or 211 of this Ordinance. Tho Series Ordinance shall (a) determine or provide for the
determination of the details of the Bonds of such Series, Including, among other things, the data
11
thereof, the rates of iidoresl payable thereon, the maturity dates thereof, the Sinking Fund
Requirements therefor, the redemption provisions relating thereto, and the Paying Agent
therefor, (b) designate or provide fbr the designation of which Bands are Serial Bands, Tann
Bonds, Capital Appreciation Bonds, Capital Appreciation and Income Bands and/or Option
Bonds, (o) provide for the application of the proceeds of the Benda to which such Series
Ordinance relates, (d) provide the Accreted Value of Capital Appreciation Bonds and the
Appreciated Value and Interest Commencement Date of Capital Appreciation and income Bonds
and (c) include any other necessary or desirable provisions not inconsistent or in conflict with the
provisions of this Ordinance.
"Short Term indebtedness" means indebtedness maturing net more than 365 days after 1t
Is incurred, but shall not include accounts payable and 000rnod Eabilltias relating to Currant
Expenses.
"Sinking Fund Account" means the account in the Bond Fund created and so designated
by Section 501 of this Ordnance.
'Sinking Fund Date" moans, with respect to Term Bonds Of any Series, the annual data
en which such Terns Bonds are to be redeemed or paid in accordance with the Series Ordinance,
"Sinking Fund Requirement" means, with respect to Term Bonds of any Series and for
any Fiscal Year, tea principal amount fixed in the Series Ordinance or computed as hereinafter
provided for the retirement of such Term Bonds of any Series by purchase prior to, or
redemption in suit Fiscal Year. The aggregate amount of such Sinking Fund Requirements fbr
the Toms Bonds of each Series, together with the amount duo on thc final maturity of such Tenn
Bonds, shall be squat to the aggregate principal amount of the Tenn Bonds of such Series. The
Sinking Fund Requirements for the Torn Bonds of the same maturity of each Series shall begin
in the Fiscal Year determined in accordance with the provisions of the Series Ordinance for such
Series and shall end with the Fiscal Year immediately preceding the maturity of such Term
Bonds (such final installment being payable et maturity and not redsomed).
If on or before the 45th day next preceding any date an which Term Bonds ate to be
retired pursuant to the Sinking Fund Requirement, the Department delivers to the Tnutee, or the
Trustee applies money In the Sinking Fund Account to the purchase of; Term Bonds required to
be redeemed on such dote, the Department shall receive a credit against amounts required to bo
transferred from oho Sinking Fund Account on moment of suab Term Bonds In the amount of
l00 % of the principal amount of any such Tenn Bonds delivered to the Trustee or so purchased
by the Trustee, Any principal amount of such Term Bands so delivered to the Tnsstee or
purchased by the Trustee that is in excess of the principal amount required to be redeemed on
such date shall be credited against and reduce future Sinking Fund Requirements and future
payments 011 Term Bonds at maturity in such manner as shall be specified In a certificate of the
Chief Finanalad Officer flied with tiro Trustee pursuant to Section 506 of this Ordinance or, If no
such certificate is filed, In the inverse order of the scheduled retirement of such Term Bonds,
It shall be the duty of the Tnaiee, on or before the lilt day of October in each Fusel
Year, to recomputed, if nocnasary, the Sinking Fund Requirement for such Pineal Year and all
subsequent Fiscal Years for the Tenn Bonds Outstanding of each Series. The Sinking Fund
12
ARTICLE' 11
DETAILS OF BONDS; AUTHORIZATION OF DEFEASANCE OF 1993 BONDS
Section 201 Limitation on issuance of Bonds. No Bonds may be issued under this
Ordinance except hi accordance with the provisions of this Article, All covenants, ngrcamonla
and provisions of this Ordinance shall be for the equal benefit and security of ail present and
future Bondholders without preference, priority of distinction as to lien or otherwise, except as
otherwise hereinafter provided, of any one Bond over any other Bond by reason of priority In the
Issue, sake or negotiation thereof, or otherwise.
Section 202, Details of Bonds, Except as otherwise provided by Smioa Ordinance, Inc
Bonds shall be issued in folly registered form, shall bo numbered conseoutively from R-1 upward
if current interest fronds; stall be nut -rested consecutively from CABR-1 upward If Capital
Appreciation Bonds; shall Inc numbered consecutively from CAIR-1 upward if Capital
Appreeiaton and Income Bonds; shall be in denominations of $5,000 each or integral multiples
thereof except in tiro case of Capital Appreelaton Bonds and Capital Appreoladon and income
Bands, or in 55,000 maturity amounts or In multiples thereof if Capital Appreciation Bonds or if
Capital Appreciation and Ineotne Bonds; shall boar interest at swab rate ar rates not exceeding
the maximum rate allowed by Florida law, the actual rate or rates or method of detenmining rates
to be determined by Series Ordinance; may be Issued with variable, adjustable, convertible or
other tares with original Issue discounts and as zero interest rate bonds, interest to be payable at
such times as are fixed by Series Ordinance; and shall mature on such date in such years and
amounts as will bo fixed by Series Ordinance and may be Serial Bonds and/or Term Bonds
and/or Variable Race Bonds and/or Option Bonds,
Except as otherwise provided by series Ordinance, each Bond shall bear infirm( from the
Interest Payment Date next preceding the data on which it is authenticated, unless authenticated
on an Interest Payment Data, in which case it shall bear Interest. from such Interest Payment
Data, or, unless authentioated prior to the first Interest Payment Data, in which case It shall bear
Interest from its dato; provides, however, that If at the onto of authentication interest is in
default, such Bond shall bear interest from the date 10 which Interest shall have been paid,
The Capital Appreciation Bonds shall bear interest only at maturity or upon redemption
prior to maturity in the amount determined by reference to the Aooreted Value. The Capital
Approctmion and Income Bonds shall Isar Interest after the Interest Commencement Date with
respect to such Capital Appreciation end Income Bonds. The Capital Appreciation and income
Bonds shall Isar interest at the Interest Commencement Date or upon redemption prior to such
data in the amount determined by rouronce to the Apptoclated Value.
Except as otherwise provided by Series Ordinance, Ito principal afraid the interest on the
Bonds shall be payable in any coin or cnateney of the United States of America which on the
respective date of payment thereof is legal tender for to payment of public and private debts.
The principal of the Bonds, except with the respect to the Capital Appreciatan Bonds and the
Capital Appreciation and Income Bonds in whisk case Inc Accreted Values and Appreciated
Values, respectively, shall be payable only to the registered Haider or his legal representative at
the principal corporate hint office of the Paying Agent, and payment of the Interest on the Bonds
14
C-5
Requirement for such Fisool Year as so recomputed shall continuo to be applicable during the
balance of such Fiscal Year and no adjustment shall be made therein by reason entail Banda
purchased ar redeemed or called for redemption during such Fiscal Year,
teeny Term Bonds of the some maturity of any Series art paid or redeemed by opom0on
of the Redemption Account, the Trustee shall reduce future Sinking Fund Requirements tbentfor
by an amount equal to the principal amount of such Term Bonds paid or redeemed in such
manner as shall be specified in a certificate of Etc Chief Fhtaaolal Officer filed with the Trustee
pursuant to motion 510 of this Ordinance or, if no such certificate Is filed, he the Inverse order of
the scheduled retirement of such Term Bonds.
"Speoial Purpose Facilities" moans those faoltitles authorized pursuant to Section 717
hetooC
"State" means State of Florida,
"Subordinated Debt" means the Indebtedness of the City ar tiro Department authorized by
Section 718 of this Ordinance.
'Taxable Bonds" means Bads the Interest on which is not intended at the time of
Issuance thereof to be excluded from the gross tnoome of the Holders thereof for federal Income
tax purposes.
'Term Bonds" moans the Bonds of any Series that are designated as such in the Scrim
Ordinance for such Series.
'Trustee" roans the Trustee at the time serving as such under this Ordinance, whetber
original orsuccessor.
"Uncertficated Bonds" means any Bonds which are Rally registered se to principal and
interest and which are not represented by an instrument.
"Variable Rale Bands" means obligations issued with a variable, adjustable, convertible
or other similar rate which is not fixed In percentage at the dale of issue for the ontre lean
thereof,
Section 102. Ruins of Construction Words of the masculine gender shall Inc deemed
and construed to Include cortelattve words of the feminine and mercer genders. Unless the
context shag otherwise indicate, words used herein shall include the plural an well as the singular
number. The word "Person" shall lotlodo corporations, firma, associations, partnerships, joint
ventures, joint stook companies, trusts, unincorporated organizations, and publlo bodies, as well
as natural poisons. When used in connection with the amounts on deposit In or m be deposited
in any Fund or Account created hereunder, the word "money" shall include Investment
Obligations,
13
(other then, the Capital Appreciation Bonds), including tho Capital Appreotation and Income
Bonds attar the interest Commoneemenl Date shall be made by the Paying Agent on each
Interest Payment Date to the person appearing on the registration books of the City hereinafter
provided for as the registered Holder thereof, by doaft or check mailed to such registered Holder
at his address as it appears on such registration books (or if provided by Series Ordinance by
wire transfer). Payment of the Accreted Value with respect to the Capital Appreciation Bonds,
Inc Appreciated Value with respoat to Inc Capital Appreciation and Income Bonds and the
principal on all other Bonds oball bei made upon the presentation and surrender of such Bonds as
the same shall become due and payable.
Secion 203. Excroution and Fenn of Bonds The Bonds shall be signed by, or bear the
manual ar the facsimile signatures of the City Manager of the City (the "City Manager") and t10
City Clark, and a facsimile of the official seal of the City shall be imprinted on the Bonds. In
case any officer whose signature or a facsimile of whose signature appears on any Bonds comas
10 be such officer before the delivery of sue* Bonds, such signature or such facsimile
nevertheless shall bo valid and sufficient for all purposes the same as ill's had numbed in office
until such delivery, and any Band may bear the facsimile signature of or maybe signed by, such
persons as at the chat lime of the execution of such Bond are the proper officers to execute
au oh Bond although at the date of stash Bond such persons may not have been such officers. The
definitive Bonds issued under this Article shall be substantially In the following fern, with such
appropriate variations, omlesions and insertions as may be required or permitted by this
Ordinance and shall have endorsed thereon such legends or Ind as may be necessary or
appropriate to conform to to applicable rules and regulations army governmental authority or
any securities exchange on which thc Bonds may be listed or to any requirement of law with
respect thereto;
IS
[Form of Bondsj
No, $
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF MIAMI-DADS
' TEE CITY OF MIAMI
FARKINO SYSTEM REVENUE BOND
SERIES
MATURITY DATA INTEREST RATE DATED DATE CUSIP NO
Registored Owner:
Prinotphl Amount:
The City of Miami (rho "City'), a munioipol corporation in the County of Miami -Dade,
Slate of Florida, for value reoetvad, promises to pay, but solely from the sources and in rho
manner doaaribcd bolow, to rho otter of the Registomd Ownor as herein provided, on the
Maturity Date, upon the presentation and aurrendor horcof, at tho principal corporate trust office
of in the City of (the 'Trustee') the
Principal Amount identified above. 'Ito City also prmnisos to pay, aokly from such sources,
interest thereon from the data hereof at rho Interest Rate Identified above per annum until said
pdnotpal sum is paid, such Interest being payable on at
and in once year commanding from tho interest payment dote next
preceding Ito dab of roglstrntian and authentication of this Bond, unless tills Bond is raglstored
and authenticated as of an Interest payment data, in which coast it shall bear interest from said
interest payment date, or unless this Band Is registered and authenticated prior to
In which aria suoh Bond shall bear hitcrest flora provided, howwver,
that If at the time of anthenteafion, Intones( is in default, this Bond shall bear interest from rho
data to which interest shall have boon paid. The City shall pay principal and interest in any coin
Or ourrenoy of the United States of America that Is legal tender for tho payment of public and
private debts ou rho respective dates of payment thereof
This Band is ono of a duly authorized merles of Parking System rovonw bonds of the
Cty, Initially Issued la an aggmgalo principal amount of
Dollars (S ) (die "Series Bonds"). The Series Bonds aro dated
l9and are of like tenor and drool axcepl as to number, Intorost rota, slated
maturity, and redemption. The City will use tho proceeds of the Series Bonds to [Insert
Uses).
The Series _ Bands are Issued under Ordinal/co No. duly onacmd by the City
Commission of the City on 1998 (said ordinance, togethor with all supplements
and amendments troroto, is horolnafter roferted to as tho "Ordlnanco"). Thu Otd'manos provides
16
[Insert redemption provisions applicable to the Series Bonds]
All Bends aro subject to redemption as a whole at any time or In part, on any Intend.
Payment Data a! the option of the City, at a redemption price equal to the principal amount
thorcof without premium, plus accrued intorost to tho redemption dab, if all or any past of rho
Parking System (as defined in tho Ordinance) is damaged, destroyed, orcondemued.
If less than all of the Bonds are called for redemption, tho particular Bonds to be
redeemed shall be selected by rho City as provided in the Ordinance. If the City falls to select
the Bonds to be redeemed, the Tnantoo shalt first redeem Bonds bearing the highest ratio of
interoat, and if Bonds of mom than one maturity bear tho soma ratio of interest, the Trudeo will
redeem Bonds In tho inverse order of maturities and by lot within a maturity as tho Taiga°, in eta
dtserotion, may determine.
Any such redemption, cithor as a wholo or In part, may ba made upon at least 30 days'
prior notioo as provided In tho Ordinance,
On the date fined for redemption, notice having been mailed In the manner provided in
the Ordinance, rho Bonds or portions thereof called for redemption will be duo and payable, at the
redemption price provided therefor, plus accrued interest to such dato. If there has been
delivered to rho Trusters, and the Trustee is then holding in fuse, money or Govomment
Obligations of tiro United States, or a combination of both, suflclont to pay the redemption price
of the Bonds to he redeemed plus accrued interest to tho date of redemption, lntorest 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 doomed outstanding under the Ohdinenco; and rho hotdors of such
Bonds will havo no tighter in tespoot thereof except to revolve payment of the redemption prico
tharcof, plus accrued intoront to the dato of nsd„ option, ta addition, this Bond will not be
deemed to he outstanding under the Ordinance and will cease to to entitled to tiro security of or
any rights under the Ordinance, and the holder horoof shall havo no rights other than to be given
frolics of redomption and to tocoivo payment of the redemption price hereof and accrued interest
hereon to the data of redemption, if irrevocable Ihtahuctions to pay this Bond on one or more
specified days or to eoliths same for redemption al era oariiest redemption dato havo boon given
to the Trustcc and many or Govnmmont Obligations, or a combination of both, sufficient to pay
the redemption price of this Bond, together with acomod interest horoon to such data, aro hold by
the Trusted In trust far the holder hereof. Government Obligations will bo deemed to be
eufficicnt to ncomm or pay this Bond on a specified data ff the principal of and the intones[ on
such Governmdrht Obligations, when due, will be sufficient to pay on such dato the rodompdon
price of and the interest acortdng on this Bond to such date, es more fully provided in rho
Ordinance.
[Insert applicable provisions rotating to Capital Appreciation Bonds,
Capital Approolalton and Income Bonds, Option Bonds and/or Variable, Rate Bonds]
Tho holder of this Bond shaft Bova no right to enforce tiro provisions of Use Ordinance, to
lnatlmte action to enforce tho covenants fhorcin, to take any nation with respect to any avant of
default under tho Ordinance, or to ins -auto, appear in or dofond any suitor other proceeding with
respect thereto, oxorpt as provided In tiro Ordinance,
18
C-6
for rim issuonoe from time to lima of additional bonds on a parity with this Series Bonds,
undor tho conditions, limitations and rostrictions and for Ito purposes act forth In dw Ordinance
(the Series Bonds, together with all such additional bonds, as horeinaRer referred to as the
"Bonds"). All capitalized widened teams used toroth shall have tho meaning set forth in the
Ordinance.
This Bond is a limited obligation of the City around by a pledge of, and payable solely
from, Not Revenues, tlx: City's rights to receive Net Reyonues, and the money and Invoslmont
Obligations In the funds and accounts establ[shed tudcr the Ordinance and the income derived
from such Investment Obligations and the investment of such money.
This Bond shall not bo deemed to constitute a debt of tho City for which tho full faith and
credit of the City aro pledged, and tho City is not obligated to pay this Bond or the promium, If
any, or tho interest horeon 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 wbatevor therefor, and the holder of this Bond shall have no recourse to tho power or
taxation, This Bond does not constitute a charge, lien, or encumbrance, legal or equitable, upon
any property of the City other than upon the Not Revanucs and other Itonw expressly plcdgod
under tho terms of the Omilnento.
Rafonenco is made to the Ordinance for a more complete statement of the provisions
thereof and of tiro rights of 11a City, the Trustee, and the holders of the Bonds. Copies of the
Ordinance are on fie and may be Inspected at the principal office of tie Trustee, By the
purchaso and acceptance of this Bard the holder or owner hereof signifies assent to ail 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 hla
attorney or legal roprcscntaativo at the principal office of the Trustee, but only upon presentation
hereof to the Trustee, as Bond Rogistmr, togotthor with an assignment duly executed by rho
rogistorod owner or Ida attorney or legal representa8vo, and the Tmstcc, as Bond Registrar, shall
make a natation of such transfer on the books maintained tar such purposo and shall endorse the
lama hereon,
Any holder requesting any exchange or registration of transfer of this Bond shall pay any
lac or alter govammental ohago required to be paid with roswat thereto and any ahargo for
shipping and oubof-pocket costs browsed by the City and the Theban in commotion with such
oxchange or registration of transfer. The Trustee shalt not be required to make any exchange or
to register rho transfer of this Bond during the period of 15 days next preceding any Intonst
payment date or atter notice of rodempton of this Bond or any portion thereof has boon given
pursuant to the Orrdinance.
17
Upon the oceurrancu of certain events of default, and on rho oonditions, in the manner
and with the effect set forth lathe Ordinance, the principal of this Bond may become or may be
declared duo and payable boforo its stated maturity, togothorwith the interest accrued hereon,
Modifications or alterations of tho Ordinance or of any Ordinance supplemental thereto
may be made only to the extern and in the circumstances pemdtted by the Ordinanco.
Subject to the provisions for mgisnatlon endorsed hereon and contained In the Ordinance,
nothing oontained in this Rood or in the Ordinance shall affect or Impair tho negotiability of this
Bond, and dila Rood shall have, as between au000nivo holders, all the qualities and Itetdenta of
a negotiable instrument under the uniform eonunoroial code inveakrtont securlUcs law of the
State of Florida and shall be uoderstood to b. an Investment security within the meaning of and
for all Ora purposes of Artiolo 8 of the Uniform Commaroial Code of Florida. This Bond Is
issued with the intent that the taws 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 tho Issuance of this Bond have happened, exist and have boon parfommed as required,
This Bond shall nal be valid or bocomo obligatory for any purposo or ba entitled to any
benefit or security under the Ordinance until the certifioato of authentication endorsed hereon has
been executed by the Trusted,
IN WITNESS WHEREOF, The City of Miami has caused this Bond to be, signed by
[hear the facsimile signature of) Its Mayor and to be signal by (bear the facsimile dgnatom oti
Its City Clerk, and official seat to be Imprinted hereon, all as of the day of
19`
(SEAL)
ATTEST:
By:
City Clore
1.9
THE CITY OF MIAIVE, FLORIDA
By:
Mayor
APPROVED AS TO FORM:
By
CityAttorrhoy
CERTIFICATE OF AUTHENTICATION
'Ibis Bond is a Bond of tho Scales designated therein Issued undur the provisions of tho
within -mentioned Ordinanco,
Date ofAuthontication
Trustee
By:
Authorized Signatory
ASSIGNMENT AND TRANSFER
Por redo rewtved, the undersigned, sells, assigns and tnnsfors unto
(please Insert Social Security moires Identifying number of transferee)
the attached Bond of rho City of, Miaml, Florida, and does hereby conotjtuto and appoint
, atiornoy, to transfer the said Bond on the hooks kopt for
registration thereof, with full powor of substitution in tho promises.
Dated: •
Slgnatum Quanurtced by
[Member flan of the New York Stook
Excbango or a commercial bank or a
tmst company,)
By (manual signature)
NOTICE: No transfer will bo rogistoad and
Title: no now Bonds will he Issued In the name of the
Transferor), unless rho signature to this
asslgnmant corresponds with the nano m it
appears an Um face of tho within, Bond to
every particular, without altoration or
enlargement or any change whatever and the
Scowl Seourity or Federal Bmployor
Identilioatlon Number of the Transform is
supplied,
[End of pomt of Bond]
20
Ordinance. The Trustee's certificate of authentication an any Bond shall bo deemed 10 kayo been
duly executed if signed by an authorized officer of the Trustee, but It shall not bo necessary that
the same officer sign the ccrtifkato of authentication on all of the Bonds that may be issued
homtmdur at any one time.
Section208, Authorization of 199g Booild. There shall bo initially issued under and
secured by this Ordinance rho 1998 Bonds of the City 3n an aggregate principal amount not
oxeeoding FOURTEEN MILLION FIYB HUNDRED THOUSAND DOLLARS (514,500,000)
for tho purpose of providing lhnds, together with any other available funds, for paying at their
respective maturities or radoaming at sehretud rodemptton dates (as specified in the Escrow
Deposit Agreement) together with Interest thereon until their payment or redemption and any
redemption premium, all of tho 1992 Bonds, The lien of the 1993 Bonds ou the Net Rovonuos
shall also bo defeasod by the deposit by the City of funds under the terms of the Escrow Deposit
Agreement.
Before the 1998 Bends an issued under this Section, the City Commission shall adopt a
resolution fixing, or providing for ibo fixing of, the amount and the dotailo of such 1998 Bonds.
The 1998 Bonds issued under this Seotion shall be dated, shall have such Interest Payment Dales,
shall be slated to mature (snbjeot to the right of prior rodempdon as herolnaftar act forth) on such
data in such year or years, shall have suoh Paying Agent, shall bear interost, and stall have such
Sinking Fund Requirements and redemption provisions, all as aro then porndted by law and as
are provided in or by such resolution. Such Bonds shall be executed in substantially rho farm
hereina}ove sat forth, with suoh changes as may be necessary or appropriate to conform to the
provisions of suoh resolution.
The 1998 Bonds shall bo deposited with the Trustee for authentication and delivery, but
before such Bonds shall be dot 'voted the foilowtas shall be filed with tho Tattoo:
(a) a copy, corti iod by the City Clerk to be a true and correct copy, of this Ordinance;
(b) a copy, certified by the City Clerk to be a truo and correct copy, of Oho resolution
refereed to above, which resolution stall also authorize the oxecuton of the Escrow Deposit
Agreement, provide for tho disposition of moneys held by rho Tnlstoe ninths Ordinance No.
10115 and any other depositary, provide for the awarding of do 1998 Bonds and direct the
authentication and delivory of said 1998 Bonds to or upon the order of the purohasora named in
said resolution upon payment of the purchase price therein set forth, plus the accrued Interest on
the Bonds;
(a) an executed counterpart of the Escrow Deposit Agreement; and
(d) an opinion of the City Attorney stating that the signers are of the opinion that tho
issuance of the 1998 Bonds has been duly authorized and that all conditions preoedont to the
delivery of such 1998 Bonds hero bon f alfilled.
When the documents described in paragraphs (a) through (d) of this section have been
flied with the Trustee and when the 1998 Bonds have been executed and authenticated as
required by lids Ordinance, the Trustee stall deliver said 1998 Bonds to or upon tho order of the
pumisasca named In the resolution referred to above, but only upon payment to the Trustee of
22
C-7
Section 204. 8xobonge of Bonds. Any Bonds, upon surrender thcmof at the prinoipal
corporate tout office of tho Bond Registrar, togothor with an assignment duly executed by the
Bondholder or his attorney, or legal nanatontalive In such form as shall be, satlsfeetoay to the
Bond Registrar, may, at the option of the Bondholder, bo 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,
Tho City shall make provision for the exchange of Bonds at the principal offico of tho
Trustee.
Suction 205. Negotiability. Reaistrallon and Rootstration of Transfer of Bonds. The
Tmatco is horoby appointed as Bond Registrar and as suoh shall keep books for the registration
and the registration of transfer of the Bonds as provided In Ibis Ordinance,
The Bond Registrar shall Mop books for rho registration, of' and for the registration of
transfers of Bonds as provided hotels'. The transfer of any Bonds may be registered only upon
such books and only upon summdor theroaf to the Bond Registrar together with es assignment
duly exeonted by thin Bondholder or his attomoy or legal roprosentativo in such form as shall be
satisfactory to tho Bond Registrar. Upon any such registration of transfer the City shall oxecuto
and the Bond Registrar shall aulhon1lca a and deliver In exchange for such Bond, a now Bond or
Bonds registered in the more of the transferee, and 3n an aggregate principal amount equal to the
principal amount of such Bond or Bonds so surrendered.
In all cases in which Bonds shalt be exchanged, the City shall execute and the Bond
Registrar shall aotnontoate and deliver, at the earliest predicable time, Bonds of tho same type
in accordance with the provisions hereof. All Bonds surrrndared In any suoh exchange or
registration of transfer shall, forthwith bo cancelled by rho Bond Registrar. The City or the Bond
Registrar may make a charge for every such marine or registration of transfer of Bonds
sufficient to reimburse it for any tax or other governmental charge required to be paid wire
respect to snob exchango or registration of transfer, and for shipping and out-of-pocket rests
incurred by the City or tiro Trustee, but no other charge shall bo mode to any Bondholder for the
priviloge of exchanging or registering rho iransfor of Bonds under rho provisions of this
Ordinance.
Sootion 206. ownership of Bonds. The person in whose nano any Bond 1s registered
shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or
on account of tho principal of any such Bond shall be nude only to or upon the ender of lbo
registered owner thereof or his legal reason -Malin. Al such payments shall be valid and
ofK:atual to satisfy and discharge the liability upon such Bond to the extent of tho sum or sums so
paid
Section 207. Authentication of Bonds. Only such Bends as have endorsed thereon a
certificate of authentication substantially In the form herolnabovo set forth, duly executed by the
Trustee., shall be entitled to any bonofit of security under this Ordhancc. No Bonds shall bo
valid or obligatory for arty purpose unless and until anal: canilrete of authentication an the Bond
has been duly oxeoutod by the Trustee, and such certificate of rho Trustee upon any such Bond
shall bo conclusive evidence that such Bond has been duly authenticated and delivered undur this
21
the purchase price of said 1998 Bonds and the wonted interest thereon. The Trustee shall be
entitled to rely upon the Ordinance and the resolution referred to abova as to all matters staled
thonin,
'no proceeds (including scanted interest and any premium) of the 1998 Bonds, together
with any other funds made available by the City and the Department, shall be applied by the
Trustee as follows:
(1) tho mount received as accrued interest on the 1998 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 rho purpose shall be
orodited to a cost of Issuance subaccount In the 1998 Project Account Ira the Construction Fund
herein croated and applied to rho payment of rho expenses of issuing tho 1998 Bonds, including,
but not limited to, financial advisory, accounting and legal fees, Parking Consultant fees, rating
agency foos, printing casts, bond insurance premiums, initial Trustee, Paying Agent and Escrow
Agent fens and expenses related to the foregoing and any miscellaneous expenses rotating tot o
issuance of the 1998 Bonds;
(3) on amount equal to the Reserve Requirement on rho 199'3 Bonds shall be
deposited to the credit of the Rosorvo Account;
(4) rot amount sufficient for the purpose than be applied to parchaso Covamment
Obligations the principal of and the interest on which when duo will enable the &prow Agent,
together with any cash deposited with tho Escrow Agent, to pay and redoom the Outstanding
1992 Bonds to be paid and redeemed, tagothor with interest to buecome doe or) suoh Outstanding
1992 Bonds until lair dates of maturity or redemption and any redemption premiums and
associated oasts and expenses all in uccotdanoo with the Escrow Deposit Agreement; and
(5) titre remainder of the proceeds of the 1998 Bonds shall be deposited to the 1998
Project Account in rho Constmetion Fund herein created and applied to pay the Cost of the 1998
Project.
Any moneys In the amount mentioned in (2) in excess of the requirements of such
accent shall be transferred to the ored[t of the 1998 Project Account in the Construction Fund.
Simultaneously with the dollvory of the 1998 Bonds, the moneys in the sevond funds and
accounts hold under Ordinance No. 10115 shall bo applied as provided in a codificato of the
Mayor or the Director executed at the time of Issuance of the 1998 Bonds,
Notwithstanding rho provisions of paragraph (3) above, tho City, through the Department,
may provido for the deposit set forth In such paragraph by the purchase of a Reserve Produot as,
provided Ina mdlfleate of tho Mayor or the Directoroxocutod at the lima of lssuanco of tiro 1998
Bonds.
Seotiono09, Additional Bands for Additional System Faoilitieq. Ono or more Series of
Additional Bonds may bo Issued unrlor and secured by this Ordinance et one time of from time to
Limo, subject to the renditions hereinafter provided In this Section, for tho purpose of providing
23
finds to (a) pay all or any part of the Cost of any Additional System Facilities, (b) pay any debt
obligations issued by the City or tho Department, or ropey any advances made from any soar
to finance temporarily such cost, including interim indebtedness, (e) introam tho amount on
deposit In tho Resorvo Account, (d) pay interest accruing on rho Additional Bonds as spectliod in
the Series Ordinance relating thereto, and (e) pay espouses incurrai In connection with the
issuance of the Additional Bonds,
Bohm any Additional Bond shall too issued under this Soolion, the City Commission
shall adopt a Series Ordinance authorizing tho lananc of such Additional Bonds, fixing, or
providing for the fixing of, the animal and the details thereof, and describing in brief and gonoral
farms tho purposes for which the Additional Bonds an) to bo issued. Tho Bonds of each Series
issued under this Section shall be dated, shall have such lntorest Payment Dates, shall be stand
to maluro (subject to the tight of prior redomptiat s beret males set forth) on such date iq such
year or years, shall have such Paying Agent, shall bear interest, and shall havo such Sinking
Fund Requiremonte and redemption provisions, all as then permitted by law and as provided for
by the Sides Ordinance authorizing tho Issuanco of ouch Additional Bonds. Such Additional
Bonds shall be executed In he form haretnabove set forth, with suoh changes as may bo
necessary or appropriate to conform to the provisions of Lilo Serios Ordinance,
Except as to any dlftetancea in the rata or talcs of interest, the Interest Payment Dates, the
maturities, or the provisions for redemption, oath Series of Bonds issued !odor this Section 209
shall bo on a parity with and shall bo entitled to rho same bonotit and security of this Ordinance
as all other Bonds issued under this Ordinance.
Such Bonds shall be deposited with this Trustee for authentioation and delivery, but
before such Additional Bonds shall be delivered the following shall be filed with the Trustee:
(a) a copy, codified by the City Clerk to be a true and correct copy, of the Series
Ordinance for such So des, which Ordinance shall also award, or provide for the awarding of, the
Additional Bonds sad direct the delivery of such Additional Bonds to or upon the order of the
purchasers named in said Series Ordinance upon payment of the purchase price therein sot forth,
plus accrued intorest on the Additional Bonds;
(b) a eoatllcate signed by the ChiefFinanaial Officer setting fordo
(1) the Not Mummies lbr Bo most recent Fiscal Year for which audited financial
statements were filed under the provisions of Scodaa 707 of this Ordinance, as such Not
Revenues ware shown on rho certificate accompanying such statements, to which shalt be added
the additional Not ilavenuas which would havo been received, as estimated in a certificate or
report by the Peaking Consultant and approved by the ChiefFbraneial Officer, if rats adjustments
aflaoting all or part of the Parking System to become offectiva prior to tho issuance of the
Additional Bonds had been in effect during such Fiscal Year;
(2) file amount, if any, that is then available or will be mado available for paying the
Coat *feuds Additional System Facilitis and the source or sources from which such amount has
been or will be received;
24
When rho documents described In paragraphs (a) through (g) of this Seaton have been
filed with the Trustee and when such Additional Bonds have been executed and authenticated as
required by this Onihrance, tho Ttuateo shall deliver snob Additional Bonds to or upon the order
of the purchasers nomad in the Series Ordinanco, but only upon payment of too purchase pries of
such Additional Bonds and the accrued interest thereon. The Tmste0 shall be entitled to roly
upon dui Sorios Ordinance as to ail matters stated heroin but shall not deliver tho Additional
Bonds antes, s demonstrated in a aortificati &livered an behalf of the City:
(I) the Proceeds (excluding named Interest) orsuch Additional Bands, together with
the other funds that have been or will bo made available for such purpose as shown, In (b) (2)
above, are not pas ihaa the estimated cost of the Additional System Foollitios to be financed as a
whole or in part by the lsauanco of such Bonds as estimated by the Parking Consultant in (c) (l)
abova, and
(2) the amount shown in (b) (1) above is not less than 150% of the ntlaunt shown in
(b) (3) above, and
(3) the amount shown in (d) (2) above is not less than 150%of tho amount shown to
(b) (4) above.
The pitmen's (including accrued interest and any premium) of said Additional Bonds
shalt too applied by Bo Tmstea s provided in the Series Ordinance for such Additional Bonds.
Secton 210. Additional Bonds for Completion Purposes, If and to the extent noortsasy
(s shown by the documents described in paragraphs (a) and (b) of this Section) to provide
additional funds for completing Ilia payment of Um Cost of any Additional System Facilltos, ono
or morn Series of Additional Bonds may bo Issued under and secured by this Ordinane, at one
time or from time to lima, la an amount, together with any other available funds, suffraloft to (a)
complete payment of such Cost, (b) pay any debt obligations issued by the City, or repay any
advances made from any source, to finance temporarily suoh Cost including any Interim
Indobtcdness, (o) increase the amount on deposit in the Rosorvo Account, (d) pay Interest
mowing an the Additional Bonds s specified In tha Series Ordinance relating hereto, and (a)
pay expenses Incurred in connection with the issuance of Oho Additional Bonds.
Before any Additional Bonds shall be Issued tinder this Section, the City Commission
shall adopt a Series Ordinance authorizing the Issuance of such Additional Bonds, fixing, or
providing for the fixing 011ie amount and the details thereof, and determining that it is desirable
to complete the Additional System Facilities, Tie Bonds ofoach triton imaed under this Section
shall be. dated, shall have such Intorost Payment Dates, Mali be stated to mature (subject to tho
right of prior relemption as hareinnter set forth) an such data In sash year or years, shall have
such Paying Agent, shall bear Into st, and shall have such Sinking Fund Roquiroments and
awdemption provisions, all as than permitted by law and as provided in Ibis Series Ordinance
authorizing tho Issuance of such Additional Bonds, Such Additional Bonds shall be oxeeutod In
tho form hatelnabove set forth, with such changes as may be necessary or appropriate 10 conform
to the provisions of the Series Ordinance for such Additional Bonds,
26
C-8
(3) the nnount of the Principal and Intorost Requirements for tho most recant fiscal
Year for which audited livanoial statements wore Filed odor dta provisions of Sootion 707 of
this Ordinance, but ratting therefrom any amount of intan:st for such Fiscal Year for which a like
amountof accrued or capitalized Interest has bean set aside and hold hornundor; and•
(4) the amount of the maximum Principal and Interest )(sequin -moats for any Fiscal
Yoar ihorea0er including with respcct to tho Additional Bonds then requested to ba dellvorcd;
(a) a Emit:0 ale signed by the, Parking Consultant and approved by the Director
setting forth:
(1) an estimate of the tole] Cost of tho pmposad Additional System Facilities to be
financed by tho issuance of the Additional Bonds, and
(2) the estimated data upon which such Additional System Facilities arc to bo placed
in use and operation;
(d) a corllfleala or ropott signed by the Parking Consultant and approved by the Chief
Finattelal Officer setting forth:
(1) an estimate of the Not ltovonues attributable to tie placing d use and operation of
the Additional System Facilities to be financed from duo proceeds of such Additional Bonds for
each of the five Fiscal Years immediately succeeding the Fiscal Year in which the Additional
System Fauilites art to be placed in use and operation, and
(2) a calculation showing the sum of (t) lire amount shown in (b) (I) above and QI)
one-littlt (1/5) of the total of the amounts shown in (d)(l);
(a) a certificate of the Chief Financial Officer and tho Trustee to the effect that no
Dofauh has occurred and is continuing under this Ordinance;
(1) an opinion of the City Attorney to the affect that (I) the City and the Department
have obtained from such govemmonW authorities, boards, agmhcls or commissions having
judodietion over the Packing System all approvals, consents, authorizations, codifications, and
other orders that me accessary for to acquisition and ozrtshucton of the Additional System
Facilities except for approvals, consents, authorizations, certifications, or orders as to which the
City Attomoy has no resat to believe that the City or the Department will not be ablo to obtain
tho same when acquired, (11) this Ordinance, the Series Ordiaanca, and all other Ordinances and
resolutions relating to IPA issuance of Ilse Additional Bands haws been duly adopted at meetings
of the City Commission duly noticed, called and held to acoordanno with Ian and at which
quannns weer pmswnt and acting throughout and such Ordinances and rcaohtdons are still in full
farce and nffoot, (111) the issuance of such Additional Bonds has been duly aothodzod, and (iv) ail
conditions prrxodont to the delivery of such Additional Bonds have been fulfilled; and
(g) an opinion of Bond Counsel to the effect that the issuance of such Additional
Bonds has been duly authorized and that all legal conditions preoedom to the dnliwory of such
Additional Bonds have been fulfilled,
25
Except as -to any difference In the rate or rates of Interest, the Interest Payment Dates, tho
m:dudlioa, or the provisions for rodemptrxn, each Series of Bonds Issued under this Section 210
shall be on a parity with, and shall be aatited to tho same bone(it and security of this Ordtnanco
as, all other Bonds issued under this Ordinance.
Such Additional Bonds shall too deposited with the Trustee for authentication and
dcllvory, but before such Additional Bonds shall be delivered the following shall be filed with
the Trustee:
(a) a copy, certified by the City Clerk to boa true and correct copy, of the Series
Ordinance for such Strips, which Series Ordinaries shall also award, or provide for the awarding
of, the Additional Bonds and direct tho delivery of such Additional Bonds to or upon the order of
the purchasers named in said Solos Ordinance upon payment of tho purchase price therein set
forth, plus accrued lntcrost on the Additional Bonds;
(b) a certificate Of report, signed by the Parking Consuhautt, setting forth its estimate
of tho date on which the Additional System Facilities will be placed in operation and certifying
that, according to Its intimate of tho total amount required to pay the balance of the Cost of Ibt
Additional. System Faoilitas, the proceeds of such Additional Bonds will be sufficient to pay
such balance;
(o) tho documents and opinions set forth in paragraphs (a) and (g) of Section 209 of
this Ordinance', and
(d) an opinion of tho City Attorney to the affect that (1) the City and the Department
have obtained from such governmental authorities, boards, agencies ar commissions having
jurisdiction over the Parking System all approvals, contents, authorizations, certifications, and
othor ordors that am necessary for the acquisition and construction of rho Additional Syslom
Facilities and that reasonably could have been obtained at of the data of such opinion and that if
further approvals, consents, authorizations, cortificatios, or orders are necessary for the,
acquisition and construction of the Additional System Facilities such City Attorney has no
season to bclleva that the City or the Department will not too able to obtain the same when
required, (II) thus Ordinance, the Series Ordinance and all other ordinances and rosolutions
relating to the Issuance of tho Additional Bonds have bona duly adopted at meetings of ale City
Commission duly called and hold in accordance with law and at which quorums were present
and noting throughout and such Ordhraotos and resolutions are still in full force and effect, (Ili)
the issuance of such Additional Bonds has been duly authorized, and (iv) that all conditions
precedent to the delivery of such Additooal Bonds have been fulfilled,
When ilia documents mentioned in clauses (a) trough (d) of this Section have been filed
frith tho Trustee and when the Additional Bonds have been executed and authendcalcd as
required by this Ordinance, the Trustci shall deliver such Additional Bonds to or upon the order
of the purchasers named in the Series Ordlnnwe, but only upon paymont of tha purchase price of
such Additional Bonds and accrued interest thereon. The Trustee shall be entitled to rely upon
the Series Ordinance as 10 at matters stated therein. The proceeds (including accrued interest
and any premium) of said Additional Bonds shall be appllyd as provided in the Series Ordinance
for such Additional Bonds.
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Section 211. Additional Bonds for Refunding Potnosos, Additional Bonds may be
issued andor and scoured by this Ordinance, at ono time or from timo to time, subject to the
conditions hereinafter pmvtdcd in this Section, for tho purpose of providing funds far paying at
maturity or redeansing prior to maturity all or any part of the Outstanding Bonds of any ono or
more Series, including the payment of any redemption premium thereon and any Interest that
will acorae on such Bonds to the redemption dale or stated maturity dale or dates and any
expenses Incurred in connection with such refunding,
&:fore any suck Additional Bonds shall bo issued under this Seddon, rise City
Commission shall adopt a Series Ordinance authorizing the issuance of such Additional Bounds,
fixing or providing far the fixing of the amount and details thereof, and describing the Bonds to
be( rofhnded, paid and redeemed. The Bonds of each Series issued under this Section shall be
appropriately designated, shall be dated, shall have such Interest Payment Dittos, shall bo stated
to mature (subject to tiro right of prior redemption as hereinafter sot forth) on such deco In saoh
year or years, shall have such Paying Agent, shall bear Interest, and shall have( such Sinking
Fund Rerphomenls and redemption provisions, all as then permitted by law and as provided for
by the Series Ordinance authorizing the Issuance of such Additional Bonds,
Except as to any differences in the rate or rates of intones!, the Interest Payment Dafos, Ito
maturities, or tho provisions for rodcmptlon, each Sedan of Bonds island under this Section 211
shall bo on a parity with and shall bo entitled to the sumo benefits and security under this
Ordinance as elf outer then Outstanding Banda Issued under this Ordinance.
Such Additional Bonds shalt be deposited with the Trustee for authentication and
delivery, but before such Additional Bonds shall bo delivered, the following shall be filed with
the Tnuts*:
(a) a copy, certified by the City Clerk, to bo a true and correct copy, of the Series
Ordinance for such Series, which Series Ordinance shall also award, or provide for the awanllug
of, the Additional Bonds and direct the delivery of such Additional Bands to or upon the order of
the purchasers named in sold Series Ordinance upon payment of the purchase price therein set
forth, plus accrued lntorest on the Additional Bonds;
(b) n eertiflome of the Chief Financial Officer and the Trustee to rho affect that no
Default has occurred and Is continuing under rho Ordinance;
(0) all of tho certificates or reports required by Section 209 hereof unless there shall
be delivered to the Trustee a eadiFloate dare Chief Financial Officer to the effect that (1) We
final maturity of the Additional Bonds being Issued is not later than the final maturity of the
Bonds being refunded by web Additional Bonds, and (ii) the Principal and Interest Requirements
for each Fiscal Yoar for rho Additional Bonds does not exceed We Principal and Interest
Requirement for such Fiscal Year for the Bands being refunded;
(d) an opinion of the City Attorney to the effect that (i) this Ordinance, rho Series
Ordinance, and all other ordinances and resolutions relating to the Issuance of the Additional
Bonds have been duly adopted at meetings of tho City Commission duly calhd and held In
accordance with taw and al which quorums ware present and sating throughout and such
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(3) the balance of such proceeds shall be deposited in or credited to the Redemption
Account
Section 212. TLnnrwrary Bonds Until the definitive Bonds (stony Series are ready for a
delivery, there may be executed, and upon dlmation of the City Clerk, the Torsion shall deliver,
in lieu of definitive Bonds and subject to tho sane limitations and conditions except as to
identifying numbers, printed, engraved, lithographed or typewritten temporary Bonds in the
denomination of Five Thousand Dollam (55,000) or any whole multiple thereof, substantially of
rho tenor herelnabovo set forth as the City Commission may provide, and with such appropriate
emllnnloos, insertions and variations as may bo required, Tho City shall) cause the definitive
Bonds to bo proposed and to be executed and delivered to the Trusts, and the Trustee, upon
presentation to it of any tempomry Bond, shall cancel the same or cause the same to be( canceled
and shall deliver, in exchange therefor, at rho place designated by Ito Holder, without expense to
do Holder, a definitive Bond or Bonds of the same Series and in the same aggregate principal
amount, maturing on the same date and bearing interest at the same vale as the temporary Bond
surrendered until so exchanged, tho temporary Bonds shall bo entitled to tho sumo benefit trials
Ordlnanee as the definitive Bonds to be issued and uuthentitaled hereunder, including the
pdvdego of registration if so provided.
Section 211. Mutilated Dostrovtxl Lost. or Steffen Bandq. The City shall canna to be
executed, and the Trustee shall deliver a now Bond of like date, number and tenor in exchange
and substitution for and upon the cancellation of any mutilated Bond, or In lieu of and in
substitutiat for any destroyed, lost„ or stolen Bond and tho Holder shall pay the reasonable
expenses and charges of rho City in tonnecdon therewith, Prior to the delivery of a substitute
Bond the Holder of any Bond which was destroyed, lost, or stolen shall file with the Trustee
evidence sadsfaaloty to it of Ito destruodon, loss, or theft of such Bard, and of the Holder's
ownership thereof and shall fltmtsh o rho City and to the Tnustun such security or Indemnity as
may be requited by them to save each of them harmless from all risks, however remote.
Every Bond Issued pursuant to tho provisions of this Section 213 in exchange or
substitution for any Bond which is mutilated, destroyed, lost or atolon shall consttuto an
additional contmchm( obligation of rim City, whether or not the destroyed, lost or atolon Bond is
found at any timo or Is enforceable by anyone, and shall be entitled to all Oho benefits and
security hereof equally and propottioratoly with any and all other Bonds duly issued under this
Ordinance, All Bonds shall he held and awned upon the express condition that the foregoing
provision's rue oxclusivo with respect to the wplaaemont or payment of mutilated, destroyed,
lost, or stolen Bonds anal shall preclude any and al I other rights or remedies, notwithstanding any
law or statute exisiing or hereafter enacted to the contrary with respect to the replacement or
payment of negotiable Instruments or other securities without thrift surrender.
Section 214. Qualified Derivative Agreements. The City may enter into ono or more
Qualified Derivative Agreements with rospoet to one or more Series of Bonds (or portions
thereof); provided, however, that if such Qualified Derivative Agreement is not entered into at
Ito time of initial Issuance of the Series of Bonds to whioh it rotates, in order for the payments
tbornunder to constitute Qualified Derivative Payments don requirements of paragraphs (b), (o),
(d), (e) and tho penultimate paragraph of Section 209 above must bo met, applying rho same as If
$1.00 in principal annohml of Additional Bonds is being issued as of the effective date of such
30
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ordinance and resolution one still in full forea and effect, (Li) the issuance of such Addiional
Bonds has been duly authorized, and (ili) all conditions precedent to the delivery of such
Additional Bonds have boon fulfilled;
(o) an opinion of Bond Counsel to the effect that the issuance of such Additional
Bonds hes boon duly authorized and that all legal conditions precedent to the delivery of such
Additional Bonds have been fulfilled; and
(1) such dominants as shall bo required by tho Trustee to show that provision hes
been duly made In accordance with the provisions of dila Ordinance for the payment or
redemption of all ditto Bonds io bo paid or redeemed,
When the documents described In paragraphs (a) through (1) of this Section have been
filed with the Trustee and when the Addltorud Bonds have been executed and authenticated as
required by this Ordnance, the Trustee shall deliver such Additional Bonds to or upon the order
of the purchasers named itt the Series Ordinance, but only upon payment of the purchase price of
such Additional Bonds end rho accrued interest thereon. The Trustee shall be entitled to rely
upon the Series Ordinance as to all matters stated therein, The City shall not deliver such
Additional Bands unless in the determination of the City (which dct000inadon may be based In
whole or In pool upon such certificates, opinions and caloulatons as the City may select to rely
upon) the proceeds (extending wonted interest) of such Additional Bands; together with any
other money deposited with the Truatco or an escrow agent for such purpose and the interest to
accrue upon any Government Obligations acquired pursuant to clouds (I) below of this Seddon,
shall to rat less than an amount sufficient to pay the prinolpal of, and the redemption premium,
if any, on the Bonds to he retarded, the interest Thal will accrue thereon, to the ralempdon date
or to the respective maturity dates, and the expenses incident to such refunding,
The Ttustea, after making provision for payment of the expenses incident to such
refunding, shall apply tho proceeds of such Additional Bonds (including accrued Interest) and
any of the money provided for such purpose, as follows:
(1) an mount that, together with the interest accruing on rho Government Obligations
acquired pursuant to dds clause (1), shall be sufficient to pay the principal, and redemption
premium of and the interest on rho Bonds to ate refunded hereunder, than be deposttd by the
Trustee or an escrow agent in truest for the sole and exclusive purpose of paying math principal,
redemption premium and interest; and money so held shall, as noeriy as may bo pan -doable and
reasonable, be Invested by the Matte or an esomsv agent In Govem000nt Obligations that shall
mature and that shall bo subject to redemption by the holder thereof at the option of such holder
not later than the respective dates when tho money so held will be rcquhval for the purposes
intended,
(2) such amount shall be deposited in or oredited to any Fund or Account established
under Section 301 of this Ordinancn as shall be required by reason of One issuance of the
Additional Bonds then numerated to be authenticated and delivered and the Series Ordinance
authorizing the issuance of the Additional Bonds, and
29
Qualified Derivative Agreement. Qualified Derivative Payments payable by the City under any
such agreement may bo payable from tho Debt Service Account on a parity with interest
payments with respect to Bonds issued and Outstanding herandor. The City may grant to We
counterpartics to such Qualified Derivative Agreements a lien on the Net Rovonues to seams
payment of such Qualified Derivative Payments and to provide the priority of payment thereof,
Prior to entering into any Qualified Derivative Agreement with respect to any Bonds
Issued and outstanding hereunder, the City shall notify all nationally recognised securities rating
agonies maintaining n raring on Outstanding Bonds, of the Clty's lntenl to enter into such
agreement,
Suction 215, Authorization of Defeasante of 1993 Bonds. The defeavmhcc of the 1993
Bonds utilizing funds of tho City or the Department currently on hand In conjunction with rho
issuance of the 1998 Bonds is hereby authorized. Details regarding such defeasanec shall bo sat
Ruth in the Series Ordinance to be adopted in connection with the 1998 Bonds.
ARTICLE III
REDEMPTION
Scanlon 301. Redemption OTenomlle Except as hereinafter provided, the Bonds of each
Seder issued under this OrdiranW shall be subject to redemption, as a whole or in part at any
time, at such limo and prices, and bit seals ruder as may be provided by the Series Ordinance
authorizing the issuance of suah Bonds.
Section 302, Extraordinary Redemption of ell Bonds. The Bonds shall bo redeemed as
a whole or in part at any time upon payment of 100%of tun pdneipal amount of the Bonds to be
redeemed, plus interest doomed to the redemption data, if the Department exercises Ito option to
redeem the Bonds pursuant to Section 710 of this Ordinance.
Section 303. Selection of Bonds or Portions thereof to be Redeemed. The Trustee shall
select the Bonds or portions thereof to be redeemed in accordance with the terms and provisions
of Section 5 t0 of this Ordinance and the Series Ordinance relating to such Bonds,
Section 304. Redmention Notice At (east thirty (30) days boron Ito redemption date
of ony Bonds or portions of Bonds to be redeemed, whether such redemption is os a wholo or 1n
part, the Trustee shall cause a notice of redemption signed by tho 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 pan, at their addresses ns shay appear on tits registration books
maintained by the Trustee, but failure to file or mall any such rodeo shall not affect the validity
of the proceedings for such redemption. A copy of such pollee shall bo mailed to each nationally
recognized securities rating agency then rating any of the Outstanding Bonds, Each notice shall
set forth the Series to bo redeemed, Sc date fixed for redemption, the Redemption Pries to be
paid, the maturities of the Bonds o be todeemed, the CUStP number, If any, of such Bonds, rho
name, address and telephone number of the poison desigealad by the Mateo to be responsible
for suoh redemption, if applloablo, and If less than all of rho Bonds of any ono maturity Wen
outstanding are to be called for redemption, the disdaodve numbers and letters, if any, of snob
31
Bands to bo rdoomcd, and tho portion of rite principal amount thereof to bo redoomed, Tho
nolico of the redemption shall state also that on or attar the rodempiton data, upon surn+ndor of
such Bond, a now registered Bond in a prinolpal amount equal to the unredeemed portion of such
Bond will bo Issued.
Any notice mailed as provided in this section shall be conclusively presumed to have
boon duly given, whothor or not the owner ofSuoh Bond roceivos suoh notice.
In addition to the mailing of Ilse notice desoribod abov0, each notloo of redemption and
payment of rho 'odomption pdcd shall meet the requiromonts of this paragraph; provided
however, that falluro of suoh notice or payment to comply with the terns of this pnmgraph shall
not in any manner defeat tiro ofbctiveness of a call for redemption if notion thcrgof is given as
presoribod above in this Sontion 304,
(a) Each notice of redemption shall be sent at least thirty-five (35)
doys baforo tho redemption dote by tegistotud or cortifiod mail or ovemight
delivery service or tolecopy to all roglntorod securities depositories then in tin0
business of holding substantial amounts of obligations of types comprising the
Bonds (suoh depositories now being The Doposltory Trust Company, New Yodc,
New York, Midwest Securities Trust Company, Chicago, Illinois and Pin [adelphin
Depository Tnrat Company, Philodolphia, Pennsylvania) and to ono or mare
national information services that disseminate notices of redemption of
obligations such as tho Bonds.
(b) &oh notice of redemption shall bo published ono time in THE
BOND BUYER of New York, New York or, if such publication is bmpractloal or
unlikely to reach a substantial numbor of tho holders of the Bonds, in some other
financial newspaper or journal whloh regularly carries nodces of redemption of
other obligations similar to the Bonds, such publiestioo to be made at Ieasi thirty
(30) days prior to the data fixed for rrdomrotion,
(c) Upon the payment of tho redemption price of Bonds being
redcemcd, each check mother transfer of funds issued for such purpose shall boar
tho CUSIP numbor identifying, by issue and maturity, tiro Bonds being mddomed
with that prooecds 0f s toh checker other lronsfer,
Section 305. Elfrci of Calling for Redemption, Except fora redemption of Bonds in
accordance with the Sinking Furl Requirement therefor, on or boforo the dote upon which
Bonds aro to be rcdecmod in accordance with this Ardole Ill the City shall deposit with the
Troia* money or Government Obligations, or a combination of both, that will be nuffieiont to
pay on the redemption date the Redemption Price of, and interest Booming on, the Bends to bo
rodcemed to such rcdcmplion dato.
On rho date fixed for rodemptlan, notices having been mailed in ih0 marmot and under the
conditions horolnabove provided, the Bonds or portions thereof called for redemption shall iw
due and payable at We Redemption Prico provided therefor, plus accrued Intotost to suoh dale, If
money or Govorrrment Obligations, or a combination of both, sufficient to pay the Redemption
32
shall be deposited upon rite delivery of such Additional Bonds in a special account In the
Construction Fund created by the Soros Onilnanco authorizing such Additional Bonds,
The, mono, in rho Construction Fund shall be held by the Department in trust and,
pending emotional to this payment of did Cost of the 1998 Project or Additional Swam
Facilities, as die dam may be, or transfer as provided herein, shall be subject to a lien and chargo
in favor of the Holders of Bonds is000d and outstanding urdcr this Ordinance and shall be heist
for the security of such Holdom, Moneys deposited into the Construction Fund as capitalized
interest related to Bonds shall be transferred to the Interest Account hcrolnaftor created and
oppliod as needed to pay interest on the applicable Bands.
Section 402, Pennants fan Conslnsoion Fond, Payment of the Cost of the 1998
1'rojoot shall be made from rho 1998 Project Account and the Cost of Additional System
Facilities shall bo mode from the spooiao account created therefor. All payments from the
Construction Fund shall be subject to tho provisions and nisModems set forth in Section 403, and
tho Department shall not cause or agree to permit to be paid from the Construction Fund any
sums except in ancordanco with such provisions and restrictions,
Section 003. Cost of 1998 Protect and Additional System Faollitiet For purpose of this
Ordinaroo, the Cost of Use 1998 Project and of the Additional System Faailltlos shall Include
suoh costs as aro eilglbio costa within the purview of the law and gentmlly accepted accounting
principles, and, without intonding to limit or restrict ony proper definition of such Cost, shall
Include the following:
(a) obligations Inwood for labor, material services provided by contractors,
bulldors, and material in connection with ties construction, acquisition, equipping of the
1998 Project or Additional System Fannies, machlndry and equtpntonl, for the
restoration of property damaged or destroyed in commotion with such constmotion and
acquisition, for the demolition, removal, or rolocoiion of structures, and for the oioartng
of lands;
(b) interest accnthig upon the applicable Bonds prior to commdncemetd of
and during eoastmcUon or for additional period as may be authorized by law and
provided in the Sorios Ordinance authorizing the issuance of such Bonds;
(o) the cost of acquiring by pumhaso, and tho amount of any award or final
judgment in any proceeding to acqutro by condemnation, such land, structures and
Improvements, property rights, rights -of -way, fmnohises, easements, and other interests
In lands as may bo deemed n=atssazy or convenient in connection with suoh tom4r1101on
or operation of tho Parking System, and tiro amount of any damages incident thereto;
(d) expenses of administration properly chargeable to such construction or
acquisition, legal, architectural and engineering ozpensos and foes, cost of audits and of
preparing and issuing the Bonds, foes and expenses of consultants, financing charges,
premiums of Insurance in cooneodon with eonslmction, bond insurance premiums, fox
and on pones of any Credit Bank, rho cast of funding Ilto Reserve Account (Ineiading but
not limited to rite premiums of any Reserve Product Provider), and all other items of
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Pried of the Bonds or portions thereof to be redmoed plus aeon:0d Intoned daemon to the date, of
redemption aro hold by the Trustee or by the Paying Agent in Trust far the Holders of Bonds to be
redeemed interest an the Bonds or portions thereof called for ralomption shell cease to accrue;
such Bonds or portions thereof shall cease to be onittled to any benefits or security under this
Ordinance ar to be deemed Outstanding; and the Holders of such Bonds or portions thereof shall
have no rights In rospcot thereof except to rocolvu payment of the Itodomption Prico thereof, plus
sccmcd intorost to tho dato of redemption. Bonds and portions of Bonds for which irrevocable
Instructions to pay on ore: or morn specified dates or to call for redemption at the earliest
redemption date hand boon given to rho Trustees In form salisfaotory to it shall not lheroaflor be
dcomod to be Outstanding under this Ordinance and shall cease to bo unlitlod to the moult of or
any rights under this Ordlnanco, and rho Holders shall have no rights in respect of the same other
than to receive payment of the Redomption Price drorcof and accrued interest Iltoroon, to bo
given notice of redemption In the monitor provided Is Section 304, and to the extent ltorolnaftar
provided, to ,eonive Bonds for any unredeemed portions of Bonds if money or Oavommoni
Obligations, or n combination of troth, sufficient to pay the Redemption Rico of such Bonds or
portions thereof, together with account intorost thenton to the dale upon which such Bonds are to
be pold or redeemed, sro held in separate accounts by the Truatoo or the Paying Agent in trust for
the Holders of such Bonds.
Section 306. Redemption of Portion of Registered Bondy„ if less than all of an
outstanding registered Bond Is selected for redemption, tho moister -ad owner thereof or his legal
roprosonlative shall present and surrender such Bond to the Trusted for payment of rho principal
amount thereof so called for redemption, and the City shall execute and rho Tom= shall
authcndcato and deliver to or upon Ibe order of such registered owner or his 1aga1 reprosonmtive,
without charge, for this unredeemed portion of the principal amount of the mgistored Bond so
swnondored, a near tgistered Band of the sand Series and maturity, b0aring lntorost at the sago
rate and of any denomination or donotoinatiomss outhorizad by this Ordlnano;.
Soction 307. Uso of acnrcounont 0 ly lgatiptis to Redeem Bondy For purpooea of nil
Sections in this Arnold, Covemmont Obligations shall be deomcd to be sufficient to pay or
redeem Bonds or portions of Bonds on a *citified date If the principal of and tho interest so such
Govemnront Obligations, when duo, will be sufficient to pay on such dam the Redemption Price
of, and the Intenot accruing on, such Bonds or portions to such dato.
Suction 308 Cancellation. Banda called for redemption shall be canceled upon the
nurrondor thereof,
ARTICL11 IV
CONSTRUCTION FUND
Sdedon 401, Constmctioa puny A special fund is hereby established and designated,
the "Miami Padting System Construction Fund," and within said Conseucdon Fund theme is
hereby established a spoolal account dosigooicd rho "1998 ProJod Aa000nf' and a "Cost of
hensnoo Subaccoum." Any moaoy ruooived by the Department from any sounu for construction
of Additional System Pneilitios financed as a wbolo or In pat with proceeds of Additional Bonds
33
wipensd not elsewhere in this Section specified that are taeidost tothe financing,
eonsVuctlon, or acquisition of the 1998 Project or any Additional Systomm Facilities, as
the case nsay be, and the placing of tho sumo in operation; cod
(0) any obligation or oapanse iocwoed by the City or the Department for any
of the foregoing proposes within Otto years prior to the date of delivery of the Bonds,
including the cast of materials, supplies or equipment Aunished by the City or the
Doptrhoont In ocoomodon with the construction of any Additional Systorn Pacilites and
paid for by the City or rho Department out of the funds Ohm' than money In the
Construction Fund.
Saolloo 404, Proceeds Account, 1f and when Net Proceeds are received and designatod
for use in la ropnir or replacement of all or any portion of the Parking System, the Dopattmottt
shall create a new account in the Construotion Fund to be iosignotod tho Proceeds Account Into
which Not Proceeds shall be deposited. Payment of rho Cost of repairing or rcplasing all or any
portion of the Parking System shall be made from rho Proceeds Account The provisions of
Section 403 hereof shall apply to all Accounts within such Fund, including rho proceeds
Account.
ARTICLB V
RBVEMiES AND FUNDS
Section 50i, Establishment of Funds in addition to time Construction Fund, them are
horoby established the following funds;
(a) Miami Parking System Bood Fund, in which there aro established six special
accounts to be known as tho lntorost Account, the Principal Account, the Sinking Fund Account,
the Reserve Acoouot, tho Redemption Account, and the Insurance and Condemnation Award
Account; and
(b) Miami Parking System Fund, In which there aro ostablished threw special accounts
to be known os the ROvenue Account, lire Renewal and Replacemool Account, the Robalo
Account and the General Reserve Account,
The Bond Fund and tho Accounts therein shall be estoblishcd with and hold by the
Trustee, The Parking System Fund and the Accounts thereto shall be established with and hold
by the Department in aDeposlinty
The moray In all of Bald Funds end Accounts shall be held in trust and applied as
heroin ter provided and, pending such application, shall be subject to lion and chargo in favor
of tho Holders of that Bonds issued and Outstanding under this Oeiinaoce and for tho further
security of such Holders.
Section$02. Rovenucs Recalvcd by tho Dotiahmneni, &crept ns herolrmflor provided,
all Revenues shall be deposied when received In the Revenue Account,
35
Section 503, A001100den of Money in Revenue Account, The Department shall apply
funds on doposi I In the Revenue Account to the payment of Current Expenses and, to the extent
hereinafter provided in this Section 503, le the purchase of Bonds, On or before the 20th day of
each month the Chief Financial Officer shall withdraw from tho Revenue Account all amounts
sn deposit therein In excess of the Operations and Maintenanoe Requirement for such month and
shall apply the samo In the following manner and older (except that payments provided for In (a),
(b) and (e) shall bo on a parity with each otter);
(a) with the Trustee to tho credit of the Interest Account such amount thereof
as may be required, after taking Into account any eapltaltocd or accrued Interest sat aside
for such purpose, to mako the amount then 10 the ehodit of the Interest Account equal to
one -sixth (1/61h) of the Interest to become due and payable within the next ensuing six
(6) months on al] Bonds then Outstanding and the amount of any Qualified Derivative
Payment payable by the City accruing In such month;
(b) with the Tmslee to the credit of the Principal Amount such amount thereof
as may bo required to make the amount then to the credit of the Principal Account equal
to one -twelfth (1(12th) the principal to become due and payable within tho rend ensuing
tvel a (12) months on all Serial Bonds then Outstanding;
(e) with the Trustee to die credit of the Sinking Fund Account such amount
thereof as may be required to make the amount than to tho credit of the Sinking Fund
Account equal to one -twelfth (1/12th) of the Sinking Pend Requirement to become due
and payahlo within the next ensuing tsvolve (12) months on all Term Bonds then
Outstanding;
(d) with the Tnutoe to the credit of the Reserve Account such amount,
including an amount necessary to reimburse the Issuer of a Reserve Product for draws
t ereendar In order to reinstate suds Reserve Product, as may be required to make the
amount them to the credit of the Reserve Account equal to the Reserve Requitement)
pmvlded, however, that if so provided in the Series Ordinance rohaling to any Series of
Bonds issued under Section 209, 210 or 211 of this Ordinance the amount required to
make the amount to the credit of tho Reserve Amount following the issuance of such
Series of Bonds equal to the Reserve Requirement may he deposited to the credit of the
Reserve Account In sixty (60) or less substantially equal monthly installments beginning
In the month following the month In which such Series of Bonds are and -wakened and
delivered;
(a) to the credit of the Rcnawal and Roplacement Account suoh amount as
may be required to nuke tits amount then to tho credit of the Renewal and Replacement
Account equal to We Renewal and Replacement Account Requirement,
(t) 10 the oedtt of the Rebate Account, such amounts as shall be required
under the terms lhereof, sad
(g) to the credit of the General Reserve Amount the balance remaining after
making the deposits required by paragraphs (a) through (1) of this Section 503.
36
the Chief Financial Officer may satisfy all or a portion of the obligation to mako de payments
required by paragraphs (b) end (o) of this Section 503 by delivering to de Trustee Serial Bads
maturing or Tenn Bends manuring or required to be redeemed on wan date. The price paid to
purchase any such Bond shall not exceed the Redemption Price applicable to such Bonds at the
next redemption data. Upon such delivery the Departmentshall receive a endit against amounts
required to be deposited into the Prnoipal Account on account of such Serial Bonds or Into the
Sinking Fund Account on acoounl of suoh Term Bonds hu the amount o£ 100% of the principal
amonot of any suoh Serial Bonds or Tetra Bonds so delivered.
Section 504. Application of Money in Interest Acccont. Not earlier than de Unit
Business Day next preceding each Interest Payment Data or date upon which Bonds are to be
redeemed, the Trustee shall withdraw from the Interest Account and remit by mall to each Owner
of Bonds the amounts required for paying interest on such Bond when due and payable and not
parlor than the Business Day mead preceding d n due date thereof, the Trustee shall withdraw
from the Interest Account and remit Qualified Derivative Payments in n000ntno o with the
applicable Qualified Derivative Agreement,
If tho Department fails to make any deposit to We Interest Account that is required by
Section 503 hereof or redo balance in the Interest Account on the 20th day of the month next
preceding an Interest Payment Date Is inniffnoient to pay Interest becoming due on the Bonds on
such Interest Payment Date, the Trustee shall notify the Chief Financial Officer and the Director
of the amount of the deficiency, Upon notification the Chief Finamoial Officer and the Director
Immediately shall deliver tho Trustee an amount sufficient to cute the deficiency, draw upon
funds available in the General Reserve Account and We Renewal and Replacement Account, in
that order. If tho amount so delivered is not sufficient to cure We deficiency In the Interest
Account, the Trustee shall transfer to said Are vent suet amount as may be necessary to remedy
such deficiency from the Reserve Acanthi,
Section 505. Application of Money in Principal Account Not later than the Business
Day next preceding each October 1, the Trustee shall withdraw from the Principal Account and
set aside the amount necessary to pay We prinolpal of all Serial Bonds registered at Weir
respective maturities.
if at any date there is many In tho Principal Recount and no Serial Bonds are. Wen
Outstanding or if on any principal payment date money remains therein after the payment of the
principal of Serial Bonds then due, the Trustee shall withdraw such money therefrom and shall
apply the same as follows; (a) deposit in We Sinking Fund Account and the Reserve Account, in
that order, amounts Wen required to be paid thereto by We Department pursuant 10 Seaton 503
hereof and (b) deliver all remaining amounts the Department Upon receipt thereof the Chief
Fittatt0ial Officer shalt deposit (i) in the Renewal and Replacement Account the amount then
required to be paid thereto pursuant to Section 503 and (It) all remaining amounts In the General
Reserve Account.
If the Department fails to make any deposit to the Principal Account that is required by
Section 503 hereof or If the balance in the Principal Account on the 20th day of the month nest
preceding a principal payment date Is insufficient to pay principal becoming due on such
payment date, the Trustee shall notify Director and We Chief Financial Officer of the amount of
38
C-11
in making the deposits sal forth above, consideration khall be given to investment Income
on deposit In such Fund or Account.
In earth month thllowtng a month In which the Deportment has failed to make any deposit
or payment required by paragraphs (a) through (I) of this Section 503, tho Department shall
depositor pay, in addition to the amounts than duo, an amount suBlatent to cure the deflcieaay In
deposit or payment in dm prior month unless such deficiency is cured by a transfer, pursuant to
the terms of this Ordinance, of money or Investment Obligations to such Fund or Account firm
otter Funds and A0000nts muted hereby.
Unless a Qualified Derivative Agreement shall bay been entered into with respect
thereto (in which case, the amount to be deposited into the Interest Account shall be oalouinted as
described in the definition of "Pdncipat and Interest Requirement" herein), In the event the City
shall hereafter issue Variable Rate Bonds, tho amount required to be deposited in the interest
Account for the payment of Interest on such Variable Rate Bonds shall bo ealonlalod as of the
first dqv of each Fiscal Year and shall be equal to the greater of one hundred ten per cenuum
(110%) of (I) the average daily interest refs on such Variable Rafe Bonds during the preceding
Fiscal Year, or (11) the actual rate of interest applicable to such Variable Rate Bonds on the date
ofoaleulalioo.
In the event that the period to elapse benvcnn interest Payment Dates will be other than
six (6) months, then such monthly payments shall be increased or decreased, as appropriate, in
sufficient amounts to provide the required intotestantount maturing on the next Interest Payment
Date, Any monthly payment to be deposited as set forth above, for the purpose of meeting
interest payments for any Series of Bonds, skull be adjusted, an appropriate, to reflect the
frequency of interest Payment Dates applicable to sash Sacks of Bonds, Any monthly payment
to bo deposited as sot forth above for to porpree of meeting payments of principal on the Bonds
or for the purpose of meeting Slaking Fund Requiem tints shall be adjusted, as appropriate, to
roiled the frequency of principal payments or the fregooney of dates of payment of Sinking Fund
Requirements applicable to such Sodes of Bonds. In all events, dopoSits required by paragraphs
(a) through (d) shove shall be increased or decreased each month to the extent required to timely
pay interest, principal and rakmpdon pnmtltmts and Qualified Derivative Payments next
becoming duo and payable, after making allowance for any accrued oe capitalized interest.
Except as is otherwise provided herein, in determining the amount of money to be
deposited to each Fund and Apeman there shall b0 takes into consideration tic investment
earnings or losses that are to be charged to suoh Fund or Account in accordance with Section 602
and de amounts then on deposit therein resulting from the application of Bond proceeds or the
transfers as hereinafter provided.
Vlhenevor the amount an deposit in the Revenue Account fa insufficient to pay Current
Expenses, tho Chief Financial Officer shall tansfor an amount necessary to pay the sane to the
Revenue Account, dewing upon funds available In the General Reserve Aecount and the
Renewal and Replacement Account, In that order.
On or before the 45th day next preceding any date on which Serial Bonds are to mature
or Term Bonds arc to be redeemed pursuant to the Sinking Fund Acquirement or are to manure,
37
deficiency. Upon notification, the Chief Financial Officer immediately shall deliver to the
Trustee an amount sufficient to cure the deficiency, drawing upon funds available in the General
Reserve Amman and the Renewal and Replacement Account, In that order, if the amount so
delivered is not sufficient to cure tho deficiency in the Pdnaipal Ascent, the Trustee shall
transfer from the Reserve Account to the Principal Acertunt such amount as may be necessary 10
remedy such detielency,
Section 506, Application of Money In Sinking Fund Account, Money held for the
oredit of the Sinking Fund Account shall be applied during each Fiscal Year to the retirement,
purchase or payment ofTeam Bands ofeach Series then Outstanding as follows;
(a) The Trustee shall endeavor to purchase Term Bonds subject to redemption
by operation of the Sinking Dual Account or manning on the noel ensuing Staking Fund
Date at. tho most advantageous price obtainable with reasonable diligence, The purchase
price of each such 'term Bond shall not exceed par plus accrued interest to the date of
purebate, The Trustee shall pay the Interest accrued on such Tenn Bonds to the date of
settlement therefor from the Interest Account and the micelmase price from the Sinking
Fund Account, but no such purchase shall bo made by the Trustee from nson0y in We
Sinking Fund Account within the period of 45 days immediately preceding the next
Sinking Fund Date on which such Term Bend am to mature or be redeemed by operation
of a Sinking Fund Requirement, The aggregate purchase price for Term Bonds of such
Series purchased during any Fiscal Year shall not exceed the amount deposited in to
Slaking Fund Aeoount in suoh Fiscal Year on account of We Sinking Fund Requirement
fortho Tenn Bonds ofsuoh Sedos if In any Fiscal Year the sum of the amount on deposit
in the Sinking Fund Account for the payment of any Sedoa of Term Bads and the
pdndpal amount of the Tenn Bonds of such Seriea that were purchased pursuant tote
provisions of this paragraph (a) or delivered to tho Trustee by We Chief Financial Officer
during such Fiscal Year exceeds the Sinking Fund Requirement for the Outstanding Tenn
Bonds of such Series far such Fiscal Year, at the direction of the Director and the Chief
Finanuiat Officer We Trustee shall endeavor to purohass outstanding Term Bonds of such
Series with such excess money
(b) On each Sinking Fund Dale on which Term Bonds to be paid or redeemed
in accordance with a Sinking Fund Requirement We Trustee shall pay or call for
redemption In accordance with Section 301 of this Ordinance, such Tenn Bonds in a
principal amount equal to to aggregate principal amount of Tenn Bends maturing on
such Sinking Fund Date the Sinking Fund Requirement for dace Term Bads of each
Series for the Fiscal Year nem preceding such Sinking Fund Data, lass the principal
amount of any such Tenn Bonds retired by purchase pursuant to elaoso (a) of ids Section
or delivered to the Trustee by the Chief Financial Officer during such Fiscal Year, If the
amount available in We Sinking Fund Account an such Sinking Fund Date is not equal to
Sinking Fund Requirement for the Term Bonds of each Series for the preceding Fiscal
Year loan the principal amount of my such Term Bonds an delivered or purchased, the
Trustee shall apply the amount available In the Sinking Fund Account to the redemption
of all Tenn Bonds them sobJeot to redemption In proportion to the Sinking Fund
Roqutremont such Fiscal Year for We Term Bonds of each Series then Outstanding. Such
redemption shall be made pursuant to provisions of Article III o£ Ills Ordinance. Not
39
earner than tho Business Day next preceding each Sinking Fund Dale on widen Tarn
Bonds aro to be paid al maturity or redeemed in accordance with a Sinking Fund
Requitement, the Tmsteo shall withdraw from the Sinking Fund Account and sot aside in
a separate account or deposit with tho Paying Agent, in tho manner set forth in Suction
505 for the payment of Serial Bonds, the amount required to pay or redeem such Term
Bonds.
If at any date them is money In the Sinking Fund Account and no Term Bonds am then
Outstanding or If on any principal payment date money remains therein after Term Bonds have
been paid al maturity or redeemed in accordance with the Sinking Fund Requirement therefor,
the Trustee shall withdraw such money therefrom and shall apply the same as follows: (a)
deposit in 'ha Reserve Acenont the amount then [Nulled to bo paid ilronto by the Detainment
pursuant to Section 503 hereof and (b) deliver all remaining amounts to the Chief Financial
Officer, Upen receipt thereof the Chief Financial Officer shall deposit (1) in the Renewal and
Replacement Account the amount then required to be paid thereto pursuant to Section 503
hereof, and (ID a/l remaining amounts in the General Reserve Account.
If the Department falls to make any deposh to the Sinking Fund Account that Is required
by Section 503 herunf or if the balance in the Sinking Fund Account on the 20th day of the
mouth next preceding a Sinking Fund Date upon which Tetra Bonds are to be paid at maturity or
redeemed in uewrdance with the Sinking Fund Requirements therefor is insufficient to make
then payment or satisfy such Sinking Fund Requirement, tho Trustee shall motity tht Director
and the Chief Finonalal Officer of the amount of the de0olenoy. Upon notification, the Chief
Financial Officer immediately shall delver to the Truatts an amount sufficient to cure the same,
drawing upon funds available in the General Raservo Accamt and the Renewal and Replocamcnt
Account, in that odor. If tho amount so delivered is not sufficient to cure tho deficiency in the
Sinking Fund Account, the Trustee shall transfer from the Reserve Account to such Account
such amount as may be necessary to remedy such deficiency.
If, in any Fiscal Year, by duo application of money iu the. Sinking Fund Account the
Trustee should purchase and cancel or receive from the Chief Financial Officer and cancel non
Bonds in excess of the aggregate Sinking Fund Requirements for such Fiscal Year, the Trustee
shall 01e with the Chief Financial Officer not later than the 20th day prior to the next Sinking
Fund Dale an which Term Bonds ate to be redeemed a statement identifying the Term Bonds
purchased er delivered during such Racal Year and the amount of such excess, The Chief
Financial Officer shall thereafter cause a certificate to be filed with tho Trustee nannies than the
loth day prior to soon Sinking Fund Dale, selling forth with respect to the amoral of such excess
the years in which the Sinking Fund Requirements with respect to Tern Bands are to be reduced
and the onward by which the Sinking hind Requirements so determined are to be reduced.
Upon the mtmmonl of any Tenn Bonds by punchaso or mdempton pursuant to the
provisions of this Section, the Trost a shall file with the Chief Financial Officer a statement
Identifying suoh Bonds and settles Perth tho date of purchase or redemption, the amount paid to
purchase or redeem such Term Bonds and the amount paid as interest thereon. The expenses
incurred In connection with the purchase or redemption of any suoh Term Bonds am required to
be paid by the Department from the General Rnsetvo Account
40
faith and credit or taxing power of the City, and (b) shall be secured solely by and shall bo
payable from (Inc Net Revenues in the manner provided heroin,
To the extent the Clty osuses to be deposited into the Reserve Account, a Reserve
Product fora tens of yeas shorter than the life of the Sedes of Bonds so insured or secured or if
such Reserve Product is subject to termination prior to the maturity of tiro Series of Bonds so
insured, then the Reserve Product shall provide, among otherthinga, that the issuer thorcof shall
provide the City with notice as of each anniversary of the data of the issuance of the Reserve
Product of tho Intention of tho Issuer thereof to either (a) netand the temt of tho Rosary, Product
beyond the expiration date thereof, or (b) terminate the Reserve Product on the initial expiration
dais thereof or such other future date as tho issuer thereof shall have established. If the issuer of
the Reserve Produot notifies (Inc City pursuant to plasma (b) of the immediately preceding
sentence or if the City terminates. the Reserve Product or it oWorwlse terminates In eccorda>ce
with its faun, then Ilia City shall (a) deposit into the Rasorvc Account, on or prior to the
fifteenth day of the first full calendar month following the dote sun which such notice is received
by tie City, ouch awns as shall bar su1Ti0ient to pay an amount equal to a fraoton, the numerator
ofwhioh is one (I) and the denominator of which is equal to the number of months remaining in
the term of the Reserve Product of the Reserve Requirement on the date such notice was received
(the maximum amount available, assuming full mhnbursement by the City, under the Reserve
Product to be reduced annually by an amount equal to the deposit to Reserve Aaeouat during the
previous twelve (12) month period) until amounts on deposit In tho Resolve Account, as a moult
of the aforementioned dopeaits, and no later than upon Inciexpiration of suoh Reserve Product,
shall be equalto the Reserve Requirement, and (b) on a parity basis, shall reimburse the provider
of tho terminated Reserve Product all amounts due and owing under the terms and conditions of
the reimbursement agreement between Ire Clty and well provider,
If any Reserve Product shah not be renewed prior to the stated expiration date thereof, the
City agrees that It shall fund tho Reserve Aecoent over a period not to exceed slaty (60) motuhs
frail the data of receipt of any notice of nonreaesval during which It shall make consecutive
equal monthly payrncnls in order that tho amount on deposit In tho Reserve Account at the end of
such pedal shall equal the Reserve Requirement; provided, the City may obtain a now Reserve
Product In lieu of making the payments required by this paragraph.
Tho Trustee shall use amouurts in the Reserve Account or drawn on a Reserve Product to
make hensfeu, In the following order, to the Interest Account, the Prtnolpal Account and the
Sinking Fused Account to remedy any defielonuy In any deposit required to be made to said
Accounts by Section 503 hereof or to pay tho interest on or the principal of (whether at maturity,
by acceleration or in satisfaction of the Sinking Fund Requirement therefor) the Bonds when
duo, or to pay Qualified Derivative Payments when due, whenever and to the extent that the
money on deposit in any mail of said Accounts, together with transfers thereto from the General
Reserve Account and the Renewal and Replacement Account, is insufficient for web purposes.
The Tmstoo shall also use amounts In the Rosurvu Account to pay the Interest on the Interest
Payment Date next preceding the final maturity of all Bonds outstanding and the principal of and
the Interest on such Bonds on the final maturity date of the same.
If at any time the value of the cash and investment Obligations hold in the Reserve
Account exceeds thy Reserve Requirement, the Trustee shall withdraw an amount equal to suoh
42
C-12
Section507 Apolloelion of Money In Reserve Acoouh(. An amount equal to the
Reserve Requirement for the 199a Bonds shall bo depositol in the Reserve Aoeount on the dale
of Issuance of such 19911 Bonds. If Additional Bonds am issued, tho Sedes Ordinance relating to
the same shall provide either for the deposit Into the Reserve Acootmt of an amount that will
cause the amount then on deposit therein to equal the Reserve Requirement on all Bonds
Outstanding Air the Issuanco of such Bonds or for monthly deposits in aceonianco with the
provisions in Section 503(d) of this Ordinance, Notwithstanding the foregoing provisions, in
lieu of the required deposits Otto (Inc Reserve Account, the City may cause to be deposited a
Reserve Product for the benefit of the Bondholder In an nominal equal to the difference between
tho Reserve Account Recoil recent applicable thereto and the sums then on deposit in the Reserve
Account, if any, Such Rosorvo Product shall be payable to the Trustee (upon the giving of notice
as required thereunder) on any Interest Payment Date, maturity dale or redemption data on which
a dc0oloncy exists which cannot bo cured by funds to any other fund or account hold pursuant to
this Ordinance and available for such purpose. The insurer providing suoh Reserve Product shall
either be (a) an insurer whose municipal bond insurance policies Insuring the payment, when
due, of the principal of and interest on municipal bond issues route Jo moth issues being rt+xf In
one of the two highest rating categories (without regart to gradations, such as "plus" or "minus"
of such categories) by at boast ono nationally recognised securities rating agency or (b) a
commercial bank, insurance company or other financial institution the bonds payable or
guaranteed by width have been assigned a rating by al least one nationally recognized securities
rasing agency In one of the two highest retina categories (without regard to gradations, suoh en
"plus" or "minus" of soots categories), In addition, such Reserve Product shall be for alarm of
not less than twelve (12) months and any reimbursement agreement related thereto shall pmvide
that the City's reimbursement obligation thereunder shall be subordinate to ire payment of the
principal of and interest on the Beads,
Notwithstanding the foregoing, if the Reserve Annount has been funded with Dash er
Investment Obligotions and no Rvent of Default shall have occurred and be condoning
herounder, the City may, al anytime in its discretion, substitute a Reserve Product meeting the
requirements of this Ordinance for the Bash and Investment Obligations, and the City may then
withdraw such cash and investment Obligations and apply them to any lawful purpose, so long
as (1) the same does not adversely Weed any rating by any nationally recognized secudtios rating
agency thon in effoot for the Outstanding Bonds and (ii) the City obtains an opinion of Bond
Counsel that such actions will not, In and of themselves, adversely aftuat the exclusion from
gross income of interest on the Bonds (other than Taxable Bonds) for federal income tax
purposes.
le a disbursement is made hen a Reserve Product provided hereunder, the City shall
reinstate the maximum limits of such Reserve Product fallowing such disbursement from
moneys available hereunder in accordance with the provisions of Section 503(d), by dopoa(tiog
funds in the amount of the disbursement made under such Inslmmcnt, with Inc issuer thereof,
together with Heusi thereon to the data of reimbursement at the rate set forth In such Reserve
Product, but in no case greater than the maximum rate of interest permitted by law,
The City may evidence Its obligation to reimburse the issuer of any Reserve Product by
executing and defivoring to such issuer a promissory nolo therefor, provided, however, any such
not[ (a) Mall not be a general obligation of the City the payment of which is secured by (Inc full
41
excess therefrom and shall deliver the same to the Depamnent. Upon receipt thereof the Chief
Financial Officer shall deposit (a) in the Renewal and Replacement Account tho amount then
required to ba paid thereto by the Department pursuant to Seaton 503 hereof and (b) all
remaining amounts in the General Reserve Amount.
Whenerer the nmauot on deposit In the Reserve Account Is loss than the Reserve
Requirement, the Truster shall notify the Director and the Chief Pinnate! Officer of the amount
of the deficiency on notification Immediately shall deliver to the Trustee an amomt suOicientt to
cure the same, drawing upon funds avallablo In tho Genera/ Reserve Account and the Renewal
and Replacement Accamt, in that order.
Section 509, Anoliaation of Monov In the Renewal and. Replacement Account. line
Department shall apply money In the Renewal and Replacement Account to the payment of the
eori of renewals sad replacements of and unusual or extraordinary repairs 10 the Parking System
and of engineering and other expenses incurred is connection therewith. All disbursements of
money in the Renewal and Replacement Account shall be made In accordance with procedures
established by the Board from time to lime,
The Department shall also use amounts in the Renewal and Replacement Aeeounl 10
make tnatsfnrs, in the following order, to (a) the Revenue Account to pay Current Expenses,
whenever and to the extent that the amount on deposit therein, together with transfers thereto
from the General Reserve Account is insufficient for such purpose, (6) the Interest Account, the
Principal Account, and the Sinking Fund Account, in that order, upon receipt of a request from
the Trustee to remedy any deficiency in any deposit required to be made to said Accounts by
Section 503hereof or to pay the interest on and the principal of (whether at maturity, by
acceleration, or In sotisfution of the Staking Fond Requirement) the Bonds when due, whenever
and to the extent that the money on deposit in any or rill of such Accotmts, together with transfers
thereto from the General Reserve Account, is insufficient for such purposes, and (o) the Resarve
Account, upon receipt of a request from the Teuslee, to the extent noeotooty to cure a deficiency
therein whenever and to the extent that money iranafored to the Reserve Account from the
General Reserve Account is insufficient for such purpose,
If at any time the money hold it the Renewal and Replacement Account tomcods the
Renewal and Replacement Account Requirement, the Chief Financial Officer may withdrew an
amount equal to such excess therefiam and deposit Seth amount in the General Reserve
Account.
Section 509. Application of Money in the General Reserve Account. The Department,
shell apply money on deposit in the General Reserve Account to make transfers, in tho following
odder, to (a) tho Revenue Account to the extent necessary to pay Currant Expenses whenever the
amount on deposit therein is Insufficient for such purpose, (b) the Interest Account, Principal
Account, and Sinking Fund Aacounl, in that union, upon receipt of a request from the Trustee, to
remedy any deficiency in any deposit required to be sonde pursaant to Seoticn 503 hereof and to
pay the principal of (whether at maturity, by acceleration, or in satisfaction of the Sinking Raid
Requirement) and interest on tie Bonds when the, whenever and to the extent that the money on
deposit In any or all wfsaid Accounts Is Insufficient for such purposes, (a) Olt Reserve Account,
upon receipt of a request from the Trustee to the extent nocassary to cure a deficiency therein,
43
and (d) the Renewal and Replacement Account to tho extant necessary to cum a deficiency
therein,
The Department, at its option, may apply any amounts remaining in the Genes. Reserve
Account after making the aforomondoned transfers for any one or more of the following
purposes but not necessarily in the following order, (1) for any purpose for which money in the
Conetruc6on Fund, tho Renewal and Replacement Account and the Revenue Account may be
used, (2) to the purchase or redemption of Bonds, (3) to secure and pay Subordinated Deb, (4) to
semen/ and pay the classes of Indebtedness described in Section 717, (5) to pay all cr any part of
the cost of additions, extensions and improvements to the Peering System, and (6) to transfer to
rho City to beepplled for any lawful purpose,
If the Department cleats to redeem Bonds from money in Use Cenral Reserve Account, it
shall deliver to the Trustee written notice of its intent to affect such redemption at least 45 days
ballot more then 60 days before the aataipated redemption dale. Such notice shall refer to this
Section 509, shall state the principal amount of Bonds to be redeemed purulent to Section 301 of
this Ordinance, and shall direct the Trustee to redeem such principal amount of Bonda on a data
not later than 60 days following rho data of such notca.
To nether all tithe Bonds, an or before the date upon which notice of redemption is
given In accordance with Section 304 hereof, the Department shall deposit with the Trustee
money or Government Obligations, or a combination thereof, in an amount sufficient to cause
the defeasanee of lhIs Ordinance pursuant le Section 1201 hereof, take such other actions as are
required by said Section to effect such defessancc, and pay to the Trustee all of the fees and
expenses Incurred or to he Incurred by It through to date of redemption. To redeem the Bonds
In part, on or before the data upon whlob notoo of redemption is given In accordance with
Article IRhor of, the Department shall deliver to the Trustee the amount necessary to redeem the
Bonds in accordance with said Article III and shall pay directly to the Trustee all of the fees and
expanses incurred and to bo Incuned by it through the, date of redemption, The amount of any
redemption payment attributable to prinoipal end redemption premium, If any, shall be deposited
by the Trustee in the Redemption Account for application a accordance with Section 5l0 of this
Ordinance end the amount attributable to interest shall be deposited by the Trustee in the Interest
Account and applied to pay Interest to the date of redemption,
Tho Department shall have the right to purchase any Bonds on the open market with
money on deposit In the General Reserve Account end to surrender the same to the Taster), The
pdneipal amount thereof consisting of Serial Bondcsball be credited against transfers to the
Principal Aecouat In the Fiscal Year or Years in which such Serial Bonds would have imbued in
acd:onlance with their terms. The peneipal amount consisting of Term Bonds shall, be credited
against and redeem the Sinking Fund Requirements for such Term Bonds in such manner as shall
be specified Ina certificate of the Chief Flnmsalal Officer drat Is substantially In the form of the
eer06oate filed pursuant to Section 506 hereof and that is filed with the Trustee,
Secltort510, ,Anelleatio r of Money a the Redemption A000not, The Tnrsiee shall
apply money in the Redemption Account to the purchase or redemption of Honda es follows;
44
the highest ate of interest ado Tan. Bands, the Trustee shall reduce Sinking Fund
Requirements for such Tenn Bonds In inverse order of the scheduled redemption of mhoh
Tenn Bonds, All Bonds shall be redeemed by lot within maturities as the Tnuteo, in its
discretion, may determine, For purpoars of this paragraph (a), Teat Bonds shall be
considered to maturo on their respective Sinking Fund Dates In amounts equal to the
aggregate Sinking Fund Requlremortis therefor.
Upon the retirement of any Bonds by puchase or redemption pursuant to tho provisions
of this Section, the Trustee shall File wide die Depmtnont a statement identifying such Bonds and
setting forth the date of purchase or redemption, the amount of the wallow price or the
Redemption Price of such Bonds and the amount paid as interest thereon. The expenses incurred
by the Trustee in connection with the purchase or redemption of any such Bonds shall be paid by
the Department from the General Reserve Aeeount.
Section 511. Insurance and Condemnation Award Amount. The Trustee shall deposit
Net Proceeds Into the Insurance and Condemnation Award Account, when and as received by the
Trustee. Upon direction of the Department the Trustee shall use money to tho Insurance and
Condemnation Award Account for the following purposes:
(a) to transfer to the Proceeds Account in the Construodan Fund, the creation
of which is authorised by Section 409 hereof, and therwafer to disburse the same to pay
the costs of repairing or replacing the Parking System; and
(b) to transfer to the Redemption Account and the Interest Account to redeem
Bonds.
Section 5 L2 Funds Hold In Trust, All money that the Trustee shall have withdrawn
from the Rood 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 Ow Bonds hereby seemed, either at maturity
or by purchase or pall for redemption, or for the purpose of paying any Interest on rho Bonds
hereby secured, shall be held in dust 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 fora period of
two years after the onto on which such 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,
hoaod or body for payment and then only to the extent of the amounts so received, without arty
Interest thereon, end the Trustee shall have no responsibility with respect to such money.
Section 513, Cancellation of Bonds. Upon receipt of 11re same, the Tr rstoe shall oancei
(a) all Bonds paid, redeemed, nr purchased by the Trustee or purchased by the Department and
delivered to the Tmstec, and (b) all Bonds delivered to the Trustee In oxohange for other Bonds
oe detivered to the Trustee upon the transfer of any registered Bond If a new Bond is delivered
upon loch transfer. The Trustee shall codify to the Deportment the details of all Bonds so
canceled, All Bonds canceled under any of the provisions of this Ordinance either shall be
46
C-13
(a) Subject to the provisions of paragraph (e) of this Seodon, the Trustee shall
endeavor to purchase and cancel Bonds or portions thereof, regardless of whether auoh
Bonds or portions ihercofate then subject to redemption, se the most advantageous price
obtainable with masenable diligence, provided that the purchase priers of each Bond shall
not oxcced the Redemption Price that would be payable on the next redemption date to
the Holder of such Bond under the provisions of Article 11I of this Ordhatooa if such
Bond no such portion thereof should he called for redemption on such date from the
money In the Redemption Account. The Trustee shall pay the interest accrued on such
Bonds or portions thereof to the date of settlement from rho Interest Account and the
purchase price from the Redemption Account, but an etch purchase shall be made by the
Trustee from money In the Redemption Account within the period of 45 days
Immcdiololy preceding any latorest Payment Date on which such Bonds or portions
thereof are to be redeemed.
(b) Subject to the provision of paragraph (o) of this Soedon, the Trustee shell
tall for redemption on each Interest Payment Date such amount of Bonds or portions
thereof as, with the redemption premium, If any, will exhaust the money then held In the
Rcdempton Account es nearly as may be provided, however, that not lees than Two
Hundred Fifty Thousand Dollars ($250,000) princpal amount of Bonds or such lesser
amount if less than $250,000 In principal amount of Bonds is then Outstanding, shall be
called for rhdempton at any one time, Such redemption shall be mode pursuant to the
provisions of Article till of this Ordinance, The Trustee shall pay the /teerued inteest on
the Bonds or portions thereof to be redeemed t0 the dote of redemption from the Interest
Account and the Redemption Price of such Bonds or portions thereof from Ito
Redemption Meanie The Trustee shall withdrew from the Redemption Account and, in
the manner provided Is Section 505 hereof, set aside in separate accounts or deposit with
tho Paying Agent the rspeotvo amounts required to pay the Redemption Price of the
Bonds or portions thereof so called for rcdempton,
(e) Moray in the Redemption Account shall be applied by the Trustee in cash
Piece] Year to the purchase or the redemption of Bonds of any one or more Series then
Outstanding In accordancewiththe latest certificate filed by the Chief Financial Officer
with the Trustee (I) designating the one or mom Series of Bonds to be purchase) or
adoomcd, (II) if mote than one Series of Bonds l so designated, eetdrg forth tho
aggregate Principal unmet of Bonds of each Series to be purchased or redeemed, which
amount shall be dotenmined (as nearly as practicable by a ratio of the aggregae principal
amount of Bands of each Series, as originally Issned, to the aggregate principal amount of
Bonds Of all such Series, as originally issued, and fib) unless the Series Ordinance
relating to the Bonds to be redeemed opealfioa the order of redemption, d ligaatng the
Bonds to be redeemed within each Series, and if such Bonds nor Tenn Bonds, to years In
which future Sinking Fund Requirements are lobe deduced as a result of such redemption
and the amount of such reduction in each such year, 10 the event no such certificate Is
filed and unless the Series Ordinance relating to the Bonds to be redeemed specifies
otherwise, (i) the Trustee shall apply tech money to the purchase ofwe or more Series of
Bonds as it shalt determine or to the redemption of Bored bearing the highest rate of
interest, (ii) If Bonds of mom than one maturity bear the same interest rate, the Trustee
shall redeem such Bonds In the inverse order of maturities, and (iii) if the Bonds bearing
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delivered to the Department or destroyed by the Trustee, as the Department Loots, Upon
destruction of any Bonds, the Trustee shall execute a certificate In duplicate describing the
Bonds so desbmyod; one oxooated certificate shall be filed with the Department and the other
executed certificate shall be retained by the Trusted.
Section 514. Dlgosition of Fund Balances. After provlalon is made for the payment of
all Bonds issued under this Ordinance, including the interest thereon, and for the payment of all
other obligations, expenses and charges required to bo paid under or in connection with this
Ordinance, and receipt by the Tmstce of a certificate of the Chief 0lnonainl Officer to the effect
that thane are other indentures or other agreements that Impose a continuing Tien on the balances
hereinafter mentioned, the Trustee shall pay all amounts in any Fund or Account Thee held by it
under this Ordinance to Me Department; If a continuing lien has been Imposed 0n any such
balance by another Ordinance, any other agreement, by court order or decree, or by law, the
Trustee shall pay such balance to such person as is entitled to receive the same by law or under
the terms of such Ordinance, agreement, court order, or decree.
Section 515. Security for the Bonds. As security for the payment of the Bonds and tho
interest thereon, tho City end the Department hereby grunt to the Trustee a pledge of (a) Net
Revenues, (b) their right to receive Net Revenues, and (o) to money end Investment Obligations
in any end all of the Funds end Accounts established under this Ordhnnce and ere income from
such investment Obligations and the investment of such money. 11 is the intent of lba City and
the Department that this pledge shall bo affective and operate hnmedlalely and that the Trustee
Atoll have the right le collect and receive said Net Revenues in accordance with the provisions
hereof at all times during the period from and attar the dale of the Bonds issued hereunder until
the Bonds have been fully paid end disohorged, including, without limitation, at all times after
6o institution surd during the pendency of bankmptey or similar proceedings.
The Bonds shall not constitute a debt nettle City for which the ihith and credit of the City
Is pledged, 'Ira issuance of the Bonds shall not directly or indirectly or contingently Obligate the
City to levy any tax or pledge any Form of taxationwhatever therefor. The Bonds shall not
constitute a charge, lion, or encumbrance, legs/ or equitable, upon any property of the City,
except as provided in this Ordinance,
Tho aforementioned pledge shall not Inhibit the sale or disposition of Om Parking System
in accordance with this Ordinance and shall net impair or restrict the ability of the Department to
invest in securities and other forma of investment, subject to the provisions MOM Ordinance.
Seaton 516. Rebate Fund Moneys shall be deposited in the Rebato Fund as required
by the terms hereof, Amounts no deposit on the Rebate Fund shall bo held in trust by the City
and used sorely to make required rebate payments to the United Stales (except to the extent the
same may be nensfonod to the Revenue Fund) and the Bondholders shall have no right to have
the same applied for debt service on to Bonds.
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ARTICLE VI
DBPOSITAR1BS OF MONEY, SECURr Y FOR DEPOSITS,
INVESTMENT OF FUNDS, AND COVENANT AS TO ARBITRAOB
Section 601. Security for Deposits, Any nod all money received under the provisions
of this Ordinance shall bo deposited as recotved with tho Trestoo or ono or more other
Depositarlos as provided in this Onllosnu, and shalt be trust funds under the tenons hereof, and
shall not bo subject to any lion, or attaehmont by any omditar of the City, the Board or the
Dopsrtmenl.
Until money doposlttd with the Trustee or any other Depositary hereunder has boon
Invested In investment Obligations, the amount of money in moss of the amount guaranteed by
the Federal Deposit Insatwce Corporation or other federal agency shall be continuously secured
for the bonoft of Ito City and the Department and the Holders in such other manner ss may then
bo requited or poasilted by applicable State or federal lines and mgulalions regarding the
security for, or granting a preference in Ito case of, the deposit of trust funds; provided that it
shall not bo necessary forthe Trustee or any Paying Agent to give security for Ito deposit of any
money with It for the payment of the principal of or the redemption premium or tho Inlowot on
any Bonds or for tho Trustee or any Depositary to give socudty for arty money Mei is reprosonted
by fovostnent Obligations purohased under the provisions of this Artioto.
All money deposited with tho Tnistoo or any Depositary shall bo credited to to particular
Fund or Account to which suoh money belongs.
Suction 602. )nvextment of Money Money held for the credit of all Funds and
Accounts slholl bee continuously invested and reinvested by the Chief Financial Dfficor, tho
Trustow, or rho Depositaries, whichever is applicable, In Investment Obligations to Ohm extent
practicable, Except as heroinaftor provided with tospoct to rho Reserve Account, Divan -moat
Obligations shall mature or bee redeemable at the option of tiro holder thereof not lalor than rho
respective dates whon the money held for the credit of such Funds or Accounts w111 be required
for the purimsos Intended Investment Obligations in the Reserve Account shall mature or be
rodecntabla at tho option of tho holder thereof as follows; 25% not later than five years after the
dote of such investment, an additional 50°/a not lator than ten years alter Wee dale of such
investment, and Ito balance without Ihnilation, For purposes of this Section, the maturity date of
any repurchase agreement shall bee deemed to bo Ito slated maturity date of such agreemont and
not the maturity dates of the underlying Investment Obligations.
Tho Chief Financial Officer or his designee may at any tma give to the Trustee writton
directions respecting the investment of any money roquirod to be invested hereunder subject
however, to rho provisions of this Article, and tie Mateo shall Then invest such moody as so
directed, late Matto may apueat in wdtng direction or authorization of the Chief Financial
Officer or his designee with respect to tad proposed investment of money under the provisions of
this Ordlnanco. Upon receipt of such request, accompanied by a memorandum' setting forth tho
details of any proposed Invesbent, the Chief Financial Officer or his doslgnoe shall otter
approvo such proposed Investment or shall give written directions to the Trustee respocting Ito
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covenants with each of the Bandots of the Bonds ionised hereunder that aro not 'Taxable Bonds
that it wit comply with the requirements applicable to it contained in Section 103 and Pad IV of
Subchapter B of Subpart A of Chapter I of the Code to tho extent necessary to preserve Ito
exclusion of Interest on dm Bonds issued horoundur that aro not Taxablo Bonds from gross
Income for federal income tax proposes. $pacifically, without Intending to limit In any way the
gonorality of the foregoing, tho City cov0nants and agrees:
(I), to make or camas to bo made all necessary
determinations and calculations of the Roberto Amount and
roguing payments of tho Rebate Amount;
(2) to set asldo sufficient moneys In the Rebate Fund or
elsewhere, from the Net Revenues or other legally available finds
of tho City, to timely pay the Robate Amount to the United States
of America;
(3) to pay the Rebate Amount to the United States of
America from the Net Revenues or from any othor legally
available funds, at tho times and to the °stunt required pursuant to
Section 148(t) of the Code;
(4) to malntnin and retain all records pertaining to the
Robato Amount with respect to tho Bonds that aro not Taxable,
Bonds issued hereunder pod required payments of the Robato
Amount with looped to the Bonds that are not Taxable Bonds for
at least six years after tit° rued maturity of ire Bonds that are not
Taxable Bonds or such other poriod as shall be necessary to
comply with the Cale;
(5) to rofaln from taking any action that would comae
any Bonds or any Series or portion the roof Issued heresmdnr, ocher
than Taxable Bonds and bonds issexl with the Intent that they shall
onsttute "private activity bonds" under SootIon 141(a) of the
Coda, to be classified as "private activity bonds" ruder $eetan
I41(a) of tie Code; and
(6) to refrain from taking any notion that would muse
the Bonds that aro not Taxable Bonds Issued hereunder to beoome
arbitrage bonds under Section 148 of the Code.
The City understands that the foregoing covenants impose enotnuing obligations of the
City with respect to any Sodas of Bonds that are not Taxable Bonds that will edst as long as tha
requirements of Section 103 and Part IV of Subchapter B of Subpart A of Chapter 1 of Ito Coda
aro applicable to such Seder of Bonds,
With rospbel to any series of Bonds trot are not Taxable Bonds, If any amount shall
remain In the Rebate Fund after payment in full of such Sorbs of Bonds and attar payment in Rill
50
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investment of suoh money and, in the case of such directions, tha Tnistcu then shall invest,
suh)oot to the provisions of this Article, suoh moody in accordance with such directions.
lnvesbnwnt Obligations acquired with monoy la or credited to any Fund or Acoount
establishod uodor this Ordinanco shall bo doomed at all limes to be part of such Fund or Aocount.
Tho interest accruing an Investment Obligations in any Fund or Account and any profit or loss
noticed upon the disposition or maturity of suoh Investment Obligations shall be credited to or
ohorgod egalnat any suoh Fund or Accouot. The Tmstoo shell salt ol tho best price obtainablo or
raceme to cash a sufficient amount of such tnvastment Obligations whenever it la necessary se to
do to provide mousy to make any payment from any such Fund or Account. 'rho Trustee shall
not be liable or responsible for any loss resulting from any such sale or reduction to cash.
Whenever a transfer of mosey between two or moro of tho Funds or Accounts established
pursuant to Article V of this Ordinance Is pormlttcd or required, such transfer may be made as a
wholo or In part by Irons£er of one or more Investment Obligations at a value dorms -Mood at tho
time of such transfor in accordant with this Attolo VI, provided that the Invest oont Obligations
transferred are thoso in which money could be invosed alto date of such transtbr.
Sodicn 603, Valuation. For the purpose of determining the amount on deposit In any
Fund or Mount, Investment Obligations in which money In such Fund or Account is invested,
with Mo exception of the Reserve Account, shall be valued (a) at face value if such Investment
Obligations nmemo within 12 months from the dato of valuation- thereof, and (b) If such
Investment Obligations mature mom than f2 months ater tto dale of valuation tlwmof, at the
price at widish such Investment Obligations are redeemable by the holder at his option, if so
redeemable, or, if not so rodeanahla, at the tosser cell) the cost of such Investment Obligations
plus the amortization of any promlum or minus t o canorUzalion of any discount thereon, and (il)
market value of such Ioyestoent Obllgatiena, Investment Obligations to Use Reserve Account
shall bo valued al their market value.
All Investment Obligations in elf of tho Funds and Accounts created hereunder, shall he
valued no cadier than the 20th day of the second month next preceding a principal payment dot:
and no later than the 21st day of the month next preceding such principal payment date, in
addition, Investment Obligations In the Intorem Account, Oho Principal Account, the Sinking
Fund Account, and the Resorvo Account shall be vaiued Many time requcstod by the Department
on reasonable notice to the Trustee (which podod of notice may be waived or reduced by tho
Trustee); provided, however, that the Trustee shall not be roquired to value investment
obligations more than once In any calendar month.
Whenever Ito value of the cash and Investment Obligations In the Reserve Account, phis
accrued interest to the date of yalrmtion, is less than the Resorva Rcgalmnrent, the Trustee shall
compute the amount by which Iho Reserve Requiromcnt oxcoedo the balance to the Reserve
Account and shall immediately give tho Chief Binomial Officer and tho Director notice of such
deficiency and the amount necessary to ono the same,
Section 604. Tax Covenant It is the intention of the City and the Department that tho
interest an tho Bonds issued hereunder that aro not Tmmblo Bonds be and remain excluded from
gross income for federal inane tax purposes and to this end Use City hereby represents to and
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of the Rebate Amount to tho Coined States of Amen en with mspect to such So dos of Bonds, such
amount shall be availablo to the City far any thyroid purpose.
Tho Robato Fund shall bo hold separate and apart from all other funds and accounts of the
City, shall not be impressed with a limn in favor of the Bondholders and shall be available for use
only as provided in this Resolution and the Code,
Notwithstanding any other provision of this Ordinance, including, in particular Artlule
XB home, the obligation of the City to pay the Rebate Amount to tho United States of America
and to comply with the other mqulromonts of this Section shall survive the defeasanco or
payment In full of any Series of Bonds that are not Taxable Bonds,
.ARTICLR VII
OENBRALS COVRNANTS AND REPRESENTATIONS
Section 701. Payment of Principal. Interest and Premium The City, through the
Department, shall cause to lea paid, when due, tie principal of (whother at maturity, by
aoceleraton, by call for rudomptan or otherwlso) and the promlum, if any, and Interest on the
Bonds at the places, on the dales and In the monitor provided herein and in sold Bonds according
to the rue intent and moaning thereof. The Bonds are notgenoral obligations of the City but are
limited obligations payable solely from Net Rovnnues, the City and the Department's right to
receive the sane, and money and Invesboont Obligations held In the Funds and A000ants erected
hounder rind rho income from such Investment Obligations and the investment of such money.
The Bonds shalt be secured as provided in Seddon 51.9 of this Ordinance. The Bonds shall not
eonsdurte a debt of the City for which tho full Seth and arodtt of the Clty Is pialgod. Tho
issuance of the Bonds shall not directly or indirectly or contingently obligato the City to levy any
tax or to pledge any form of taxation whatever therefor, The Bonds shall not constitute a charge,
lien or of oumbmnco, legal or cqultablo, upon any propotty of dm City, except as provided in this
Ordinance.
Section302, Conalrurllon of 1998 Prolecd and Additional System Facilities Upon
issuance of the 1998 Bonds, tho Department shall diligently proceed to construct the 1998
Project, The Department shall construct any Additional System Paoihllos for rho construction of
which Bonds aro issued or for which money repayablo from tit° proceeds of Bonds Is advanced
to rho Department, in accordance with plans approved by a Parking Consultant. Upon tho
completion of the 1998 Project and any such Additional System Facilities the Department shall
operate and maintain the name as a pad of the Parking System, The Department shall nquiro
each person, Urn or corporation with whom It may contract for consnucton to (a) furnish a
payment and performance bond in Oho foil amount of any contact, or (b) deposit with the CLlof
F0anotal Officor nrarkotable securities that havo a market valve equal to tho amount of such
contract and that aro eligible as security for tho deposit of trust Ponds as provided In Section 601
of this Ordlnanco, The proceeds of any such performance bond or somata shall bo deposited
In tho Construction Fund and wiled toward Ow completion of to 1998 Pullout or the
Additional System Facilities In connection with which such performance bond or securities aro
furnished.
51
Section 703. °potation of Parking Svalom Tie Department shall ostabttsh and enforce
easonablo rules and regulations governing the operation and use of the Perking ,System, operate
the Parking System In an efficient and economical mouser, maintain the properties constituting
thu Parking System in good repair and In sound opamting condition for so long as tho soma are
nernsaty to Be operation of the Parking System upon a rovenuo-producing basis, and comply
with all valid acts, rules, regulations, ordors and directions of any logislativa, cxceutivu,
adminlatrative orjudioia( body that are applicable to the Parking System.
For so song ns any Bonds are ootstanding, naithor the City nor the Department shall
construct, maintain, or opamtc, or cause to bo constructed, maintained, or operated, or parttoipalo
with any poison, entity, or governmental unit or subdivision the construction, operation, or
maintenance of, any a4'atreot parking facilities that would Impair the revenue producing
eapaoity of tho Parking System unless prior to such construction, operation or matntxxnnco (a)
tine construction, maintenance and operation of such faeiliOus are authorized pursuant to the
provisions hereof and such facilities aro incorporated into Ito Parking System, or (b) We
Overbuilt shall Nava delivered to the Trustee a statement of a Parking Consultant to the nt'eat
brat hued upon such Parking Consultant's knowiedga and analysis of the fmanaial performance
and opetatione of We Parking System, nothing has come to its anoniion that would lead it to
belinvu that tho City and the Dopartrnant would not be able to moot their obtigaIlons under
Sections 503 and 704 of this Ordinance as a result of ouch construction, oporation, and
maintenance,
Section 704 Rato Covenant, (a) The City and the Dopanl nont shall fix, chakgo and
correct ratan, foes, rentals, and charges for tho use of the Parking System and shall revise such
rates, ants, rentals and &segos as often as may be necessary or appropriates to produce Revenues
In ench Piscal'4'ear at least equal to the sum of (I) Currant Expanses for such period, plus (2)
150% of the Principal and Interest Requirements for such potiod, plus (3) the amounts required
to bo deposited in tho Resorvo Account In such period, In calculating Principal and Interest
Requirements for purposes hereof, the City and (Ito Department may not out therefrom any
amount of intatast for suck period for which a like omourt of accrued or capitalized intorest has
boon sot aside and hold haeunder.
(b) If, in any such period, Rovcnuos.aro loss than the amount required undo'
paragraph (a) of this Section and If the rash and ochre of the Invastnent Obligations available
within tho Ponds and Accounts method hereby aro not sufficient to make Ore deposits required to
be mode puteuatt to paragraphs (a), (b), (a), (d) end (i) of Section 503, tho City and the
Department shag take action to rovlso thou rates, fees, rentals and chases, or alter their methods
of operation or take other action in such marmot as is calculated to produce rho amount se
required in such parted.
(a) If We audit report for any Fiscal Year Indicates that Ora obligations under
paragraph (a) of this Section 704 have act been safis!ed than within 15 days of the receipt of tho
audit report for such Fistol You, the Department shall employ a Parking Consultant to roview
and eoalyze the finanoiat status and (ha administration and operations of the Parking System, to
inspect tiro propetttos constituting the Parking System, and to submit to the Board and tho
Director, within 60 days thereanm, a written report on Ore stnte, including the action taken by
lho City and We Depatkneal wild respect to the revision of its rates, fool, rentals and charges,
52
resolution and shall bo binding on the City, the Department, the Bond Registrar, the Trustee, the
Paying Agent and all the Holders of Bonds of such Series tha .same as if such covenants were sot
forth in full in this Ordinsoco,
Section 707, Records Accounts and Audits. The Dopartmant shall keep Wo funds,
accounts, money and Invesbnents of the Packing System separate from ell other funds, accounts,
manoy and investments of the Department and thn City and shall keep accumto records and
accounts of all items of casts and °fall expeodltmes relating to the Parking System and of the
Revenues collected and the application of such Revenues.
At least mace during each quarter of each Fiscal Year, beginning with Ore first full Fiscal
Year following the date of dolivory of tho 1998 Bonds pursuant to Section 208 of this Ordinance,
the Doparbmant shall cause to bar filed with We Tnmtoa copies of a report, signed by tho Director
setting forth alt revisions of tiro faros, Foos, rentals and ohargea for use of the Parking System
during the preceding three-month period and an unaudited lntorim report, signed by rho Chief
Financial Officer, ktemifying sit Daman that occurred during the preceding three-month period
and setting forth In respect of such period a separate tnmome and expense noeaunt of the Parking
System, showing the Itovanues and Current Expenses for such quattoq for all quarters of the
current Fiscal Year, including such quarter, and for tho corresponding paceds In the not
preceding Fiscal Year, and within 120 days after tan close of such Fiscal Year doe Department
shall cause the Accountant to propane an audit of its books and a:comas pertaining to the Parking
System. Reports of kxoh such audit shall be fried with the Board, tho Chief Financial Officer and
the Trustee and copies of oath suob report shall be mulled to each nationally recognized
soouriltea rating agency that is then rating any Outstanding Bonds and each °loader requesting the
same and shall bo mado available for inspection at rho office of tlx: Chief Financial Officer.
Each such audit report shall bo accompanied by an opinion of the Accountant stating that the
examination of the Onanolal statements was conducted in acmntanea with generally accepted
auditing standards and stating whether such Rnanaial statements proscnt fairly tho financial
position of tho Parking System and the results of (to operations and changes in its financial
position for We period covered by such audit report In conformity with generally acoopted
accounting principles applied ona consistent basis.
If for any reason beyond its control, the Department is unable to obtain tho foregoing
opinion as to compllanco with generally accepted accounting principles, tho City and the
Department shall bar deemed to be in compOmhca with this Section litho Department is taking all
reasonable and fcasibla action to obtain such opinion in subsequent Fiscal Years, and if, in lieu
of a slatamant as to compliance and conformity, such opinion statos tho reasons for such non-
compliance or non conformity,
Each audit report shalt be accompanied by a special report of the Accountant setting forth
in rospoot of said Fiscal Year tho same matters as are bcroinnbovo required for tho quatarly
reports of the Chief Flnanolal Officer and a calculation to debanaine compliance with Scotian
704(a) of this Ordinance. Such special report shall state (I) whether there existed at the end of
the Pineal Yoor under audit any violation of any covenants or agreements horotn contained, and
(II) if at any time during that Fiscal Year under audit any Default oocurred and If so, tho nature of
the Default. Suchspealal roport shall be limited to financial manors described in this ordinanco,
54
C-15
which report may contain recommendations of Author rovisions of the mhos, fees, rentals,
ehargos, and methods of operation of tho Parking System that will result in producing the amount
so required during that Fiscal Yoar. Promptly upon its receipt of tho recommendations the
Department shall Imnsmit copies thereof to the City Commission, the Tmsteo and each Holder
who has requested tho same and shalt take such further action as is then In rho bust intotats of
the Bondholdare, Um Department, the City and Its arena.
(d) in the avont rho City and the Doper -Mont fail to lake action as required by
paragraphs (b) and (a) of this Section, the Trustee may, and upon request of the Holders of not
loss than 25% in principal amount of all Bonds Outstanding shall, institute and pmsecuta an
action or pmeeodiag in any court or before any board or commission having Jurisdiction to
compel the City and the Departmont to comply with the requirements of said paragraphs.
(a) No use of rho Parking System shall be permitted without compensation.
Soction 705. 131tdgsts and Covenant as to Current Exoenses on or boforo the 90th day
next prue ding the bogimting of each Fiscal Year, the Department shall prepare a preliminary
budget for the ensuing Fiscal Year for tho Parking System In the boon of rho budget than
required by law and shalt file a copy of octal such preliminary budget with the Trustee.
Each budget shell be prepared in soots planner as to specify Current Expenses trod the
amounts to be dopoattod in the various Funds and Aexnmts oreadod by this Ordinance during the
Fiscal Year for which such budget was prepared. The badge° shell be accompanied by a pro
forma statement o£Ruvenues, Current Expenses and rates, fees, rentals and charges estimated be
Ire necereeve to meet the requlremants of Section 704(a) of this Ordinance and shall include or
make reference to a Capital Funds Budget That shows separately Wu amounts to be deposited in
tho General Reserve Account during the Fiscal Year for which rho budget is prepared for the
purpose of finanoing additions, extensions and improvements to We Parking System and the
amounts to be axpondnd during such Fiscal Year from money in the General Remove Account
and fire Conseucflon Fund.
On or before the first day of each Fiscal Year, the City and the Booed shall adopt the
budget for the Parking System (which budget together with any amendments thereof or
supplomonts thereto as hereinafter permitted is heroin collectively called the "Annual Budget"),
A copy of the Annual Budget shall be filed with rho Tnudee and any nationally recognized
securities rating agency then rating any Outstanding Bonds and each Holder requesting tho same
in wdttng, and made available for inspection at the office of Ito Chlaf Flnanelei Officer,
If the City and the Board have not adapted the Annual Budget bcfore the first day of any
Ptseal Year, the preliminary budget for such Fiscal Year or, If Were is none, the budget for rho
preceding Fiscal Year, shall be termed to be in fame and effaat.
Soetton 706 Covenants with Credit Banks. Tnsuaors and Resarvc Product Providers.
The City may make such covenants as it may, in its sae dacrotton, determine to be appropdae
with any insurer, Credit Bank or Reserve Product Provider drat shall agree to Insure or to provido
credit or liquidity auppot for Bonds of any ono or more Sodas that shall anhanca the security or
the value of suob Bonds. Such covenants may bo sot forth in the applicable Sodas 0nttnanco or
53
For purposes of this Ordinance, eaoh Pond created hereunder shall be a series of accounts
within the book of accounts of Oho Department and shall connote a segregation of accounts Oral
will support special purposo disclosure reports, end nothing herein shall be constued as
requiring a separate set of books and accounts or separate bank accounts.
The Department shall cause any additional reports or audits relating te the Parking
System to be made as required by law or by any applicabiu rules or regulations of any
governmental authority having jurtsdtetion over the Parking System. Tiro cost of such audits
shall be treated as apart of the cost of operation of the Parking System,
Section 708 Insurance, Based upon recommendations of the Insurance Consultant, the
Dcparhnent shall purchase and maintain insurance covering such properties belonging to the
Parking System as are customarily Insured against lane or damage from such causes as are
customarily insured agalnsl by enterprises of a similar nature, business interruption innrmnce,
use and occupancy insurance and comprehensive general liability ltumrance on We Parking
System far bodily Injury and property damage. Such protection may consist of insurance, setf-
insurance end/or indemnities. Any Insurance shall be in the form of policies or contracts for
insurance with insurats of good standing, shall be poyablo to the City and may provide for such
deductibles, axclusioas, limitations, restrictions, and restriotiva endorsements customary In
pollcies for similar coverage issued to cntilioa operating properties similar la the properties of the
Parking System, Any self insurance shall be in We amounts, manner and of the type provided by
entities operating properties similar to the properties of the Parking System.
Not loss than once every two years the Insurance Consultant shall deliver a report to the
Department and the Board reoornmondlg that Iovo1 of insurance coverega nocessary to comply
with the provisions of this Station 708. In delivering such report the Insurance Consultant may
take into consideration the availability of such insurance upon reasonable terms and conditions.
The Not Proceeds paid in satisfaction of any claim made under policies providing tho
coverago required by thia Section shall be applied as provided in Saetlon. 710 of this Ordinance.
Section 709, Notice ofTakinat Coot:o ation of Parties, Warty public authority or entity
attempts to take or derange all or any part of the Parking System through Eminent Domain
proceedings or through public reforondum, the City and We Department shall take prompt and
appropriate measures to protect and enforce its tights and Interests and °bona of rho Trustco and
rho Holden in connection with such ptoeeedimgs. Upon receiving notice of the Institution of
Eminent Domain proceedings by any public inslramentality, body, agency or officer or the
reinstitution of a public roferandum, We Department shall deliver written notice thereof to the
Trustee.
The Not Proceeds of any award or aomponsation resulting from Eminent Domain
proceedings shall be applied in accordance with the provisions of Section 710(a) of this
Ordinance,
Section710, Insuraiico and Enninont Domain Proceeds. (a) All Not Roceeds of all
insurnnaa required by Scotian 708 of this Ordinance and all NetProeoeds resulting from Eminent
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Domain proceedings shall be delivered to the Trosto for deposit in tho Laurance and
Condammtlon Matti Account and shall be applied at the election of the Department:
(1) promptly to replace, repair, rebuild or restore the Parking System to substontioUUy
the same condition as that which masted prior to such taking, damage or destruction, with such
alterations and additions as the Department Wray determine and as will not Impale or otherwise
adversely affect the revenue -producing capability of the Parking System, provided that prior to
the commencement of such replacement, repair, rebuilding or restoration, the Deportment shall
deliver to the Trustee a report of a Parking Consultant setting forth (A) an estimate of the total
cost of the same, (B) the estimated date upon which such replacement, repair, rebuilding or
rostmoton will be subotontialiy complete, and (C) a statement to the effect that Net Proceeds,
together with other funds mado available or to bo mado available by tho Department, will be
sufficient to pay the Costs of the replacement, repair, rebul(dieg or restoration of the Parking
System, or
(2) to the redemption of Bonds, provided that Bonds may bo redeemed only if (A) the
Parking System has been restored to substantially the same condition as prior to such damage or
destruction or taking, or (B) the Department has determined that the portion of 11W Parking
System damaged or destroyed or taken is not necessary to the operation of the Parking System
and that the failure of the Department to repair or restore the same will not impair or otherwise
adversely affect the revenue -producing capability of the Parking System, or (C) the Pairing
Consultant has been tenable to make the statement required by subparagraph (I) (C) of this
porngmPh (O.
If the Department does not apply Net Pnxcode or cause them to be applied, to replace,
repair, rebuild, or restore the Parking System, the Department shall direct the Trustee to redeem
Bonds 1n accordance with Artlale 111 of this Ordinance and to Iransti:r Prom they Insurance end
Condemnation Award Account to tho Redemption Account an amount sufficient to pay Um
Redemption Price of tho Bonds to bo redeemed and to the interest Account an amount that,
together with amounts then on deposit therein, is sell -Mina to pay interest scanting on the Bonds
to b0 redeemed to the date of redemption,
If the Department elects to apply Net Proceeds, or muse them to be applied, to replace,
repair, rebuild, or restore the Parking System, the Trustee shall emato a Proceeds Account le the
Consttuetien Fund, shall transfer such Net Proceeds from Use Laurance and Condemnation
Award Account to the Proceeds Account, and shalt make dlsburnrements therefrom, to the extent
pmotioable.
(b) The Net Proceeds of use and occupancy insurance carried pursuant to Section 708
of this Ordinance shall bo applied al follows; (I) an amount equal to tho Operations and
Moltemeeso Requirement shall bo deposited in the Revenue Account, (li) art amount equal to the
excess of that Inquired to be deposited In the interest Aocounl, the Principal Account, and the
Sinidng Fund Account, pursuant to Seolion 503 hereof in the then current Fiscal Year ovor the
amounts on deposit In said Accounts shall be deposited In said Aewunta, nod (tit) any balance
remaining shall, be deposited in the Revenue Account and applied to pay Current Expenses.
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Department shall then have die right to demolish or remove such property and, to
the extent permitted by law, may sell, or otherwise dispose of all or a part of tho
same, if.
(I) prior to ouch removal or demolition the Department
gives written notice thereof to the Trustee, which notice shall
describe the real property or structures to be demolished or
removed, the reason for such demolition or removal, and the
estimated fair market value thereof, and
(2) (A) the Deportment shall constmot, ;squir%,
regime or substitute real property or structures having the same
general function end mvenue-produoing capaoity as that of the
property demolished or removed, or
(B) any sock real property and structure now or
hereafter existing as part of the Parking System may be demolished
or removed by the Department from Unto to time and the
Department shalt not be required to construct or acquire any real,
property or structures In substitution or in replacement thereof if
there shall be filed with to Tmstee prior to such demolition or
removal, a certificate, signed by the Director and approved by the
Padring Consultant, stating (1) that no Dothan has occulted and is
continuing under this Ordlnaneo, or, If any Default then exists, that
the same will he cured by action taken pursuant to this Banton
713, and (il) that the Net Revenues for doe Fiscal Year next
sucoleding that in which such demolition or removal occurs will
be sufficient to enable the Department to meet Its obligations under
Section 704(a) hereof.
(d) Upbn eomplionee with the provisions of Section 715 hereof, the
Iopathnent shall hayo the right to lease the Parking System or any portion thereof
to public or private operators far continued operation, in the pubiio interest, as
public parking facilities, at rentals which, in dre opinion of a Parking Consultant
expressed in writing, will be equal to the oallmaled Net Revenues which would
have been realised from continued operation by the Department of the fooilitiee to
be leased.
(0) The Department shall have the right to remove and substitute or
make changes in the location of on -street parking meters which are necessary to
permit street widening or street closings or am otherwise toaessary to the
determination of the Department or the City and which will not materially lessen
the Income end revenues to be derived from such meters.
The Department shall deposit the proceeds resulting from abandonment, sale or
disposition of properties constituting the Parking System to any Account in the Constmcden
Fund if the amount then on deposit therein 1s insufficient to pay the Coats °file 1996 Project or
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Section 711. Comollanee with Applicable Law. So long as any Bond is Outstanding,
tho City and rho Department shall comply or cause them to be compiianco with all applicable
laws, orders, roles, mgulnftoas and requirements of any munlcipel or other governmental
authority relating to the censUuetlon, use mid operation of tho Parking System. Nothing
contained in this Sooton shall prevent the City and the Department from contesting In good faith
the apptloability or validity of any law, ordieanoe, order, trio, regulation, or requirement, so long
as its failure to comply with the same during the period of such contest will not materially Impair
the operation or the rovenue•produeing capability of the Parking System.
Seolion712, Payment of Charges and Covenant Molnar Encmnbrunoes Except as
provided heroin, the City and the Department slag not oraatn or suffer to be cmatcd any Ben or
charge upon the Parking System or any part thereof, or on the Revenues, The City and the
Department shall pay or cause to be discharged, or shall make adequate provision to satisfy and
discharge, within 60 days after the same become due and payable, all lawful costs, expenses,
liabilities and charges misting to the maintenance, repair, replacement or improvement of the
properties constituting the Parking Syslert and the operation of the Parking System end lawful
claims and demands for labor, materials, supplies or other objects that might by law become a
lion upon the Parking System or Revenues If unpaid. Nothing contained In this Secton shall
require tho City or the Department to pay or eausa to be discharged, or make provision for the
payment, sadsfaolion rend discharge of, any lien, charge, cost, liability, claim or demand so long
oe tho validity thereof is contested in goad faith and by appropriate legal proccodings.
Section 713, Disposition of Parklna System. Except es provided in this Section 713,
the Department shall not sell or otherwise dispose of all or any part of tho properties constituting
the Parking System.
(a) Thu Department shall have the right to sell or dispose of any
machinery, apparatus, tools, instruments, or other moveable property or fixtures
acquired by it In connection with the Parking System, or any materials used In
connection therewith if the Director determines that such articles am ire longer
mxded or useful in connection with dm constmetlon or maintenance of the
properties constituting die Parking System or the operalfen of the Parking System
and that such sale or disposition will not impair the operating efiolenoy of the
Parking System or materially reduce the rovenuo'pr0d0Oing capability of the
Parking System.
(b) The Department, without notes to the Trustee and free of any
obligation to make any replacement thereof or substitution therefor, shall have the
right to demolish or remove any real property and structures now or hereafter
existing as tat of the Parking System provided that the Board, by resolution,
determines that such removal or demolition dace not impair the operating
efficiency of the Parking System or materially reduce die rovenuo'produuing
capability of the Parting System,
(c) Notwithstanding the provisions of paragraph (b) of this Seddon, if
the Department determined that arty real property or structure constituting a part
of the Pocking System has become inadequate, unsuitable or unnecessary, the
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any Additional System Facilities or to the General Reserve Account if the amount on deposit
therein is less than the amount to lee deposited therein pursuant to ilia Capital Funds Budget, as
the Department may (Bleat All psoceta s remaining afor such deposits shall be paid to the
Tustee for deposit in the Redemption Account.
Section714. Additional System Faci]ites. Additions to the Perking Svslenti All
buildings, structures, and items of primes' property that are constructed, placed or installed in or
upon the properties constituting the lenkMg System es an addition or improvement to, as a
substitute for, or in renewal, mph000meet or alteration of, coy buildings, structures, end personal
property constituting part of the Parking System, and all real property acquired as an addition to,
in replacement of, or as a subsdtuto for real property constituting a part of tho Parking System
shall thereupon become a part of the Parking System.
Other facilities not financed by the Issuance of Bonds under this Ordinance may 6e
tnoerpornted in and made a part of the Parking System upon satisfaction of the conditions set
forth In Section 717 hereof,
Section 715, COnlnaots, Leases end Other A0maments. Su6jeot to tho provisions of
Sections 604 and 713(d), the Department may lease, as lessor, all or any part of the Parking
System, or contract or agree for the perfonnoeot by others, of operation or services on or in
connection with the Patting System or any part thereof, for any lawtbl purpose, provided that:
(a) each such lease, contract or agnxment, or any amendment or rescission thereof, Is
not inconsistent with the provisions of this Ordinance;
(6) the City and the Deparknenl shall remain fully obligated and responsible under
this Ordinance to the same extent as if web lease, contract or agreement, or any amendment or
rescission thereof, had not been executed;
(e) the obliged en of tho City and the Department under such lease, contract or
agreement shell bo subordtruhe to the Department's obligations order this Ordinance; and
(d) if the amount payable to the City or tho Department In the then ourrent or any
subsequent Fiscal Year under any suoh lease, contract or agreement or any amendment or
rescission thereof, exceeds 5% of the Revenues for the pre0ading Fiscal Year, then the Board
shall expressly determine by resolution that It has given duo consideration to the provisions of
Section 704 hereof prior to the *mention of such contract, lease, or agrsement, and that such
lease, contract or agreement, or amendment or rescission 'hereof, does not materially adversely
. Impair or diminish the rights or enormity of any Holder. •tho Board shill not be prevented from
making tho determination required by dds paragraph (d) notwithstanding that o particular
comma, (ease or egreement la not subject to revision except In accordance with its terms and is
not subject to revision to comply with doe provisions set fort in paragraphs (a) and (b) of Section
704,
Section 716. Interim Indebtedness' Short Term Indebtedness. The City and the
Dnparunent shall have the right: (a) to incur Interim Indebtedness on a parity with the Bonds as
to payment from Revenues provided that (1) the requir¢nonis for the issuance of Additional
Bonds set forth in Section 209 of this Ordinance could be satisfied Irma interim indebtedness
59
were issued with a annuity of twenty-five (25) years after date of issuance, with substantially
equal annual payments of principal and interest and with an inmmst rote substantially aqua( to
the market Interest rare for similar obligations of hventy-Bvo year maturity at Ma dmo the
calculation is made and (2) there shall be, filet with tho Trusted, simultaneously with the
incurrence of such Interim indebtedness, a lunar from a banklog, Investment banking or olhor
appropriate financial institution stating that, under the then current market conditions, such
lnlorim Indobiednoss could be placed or sold on tiro mums and conditions assumed for the
purposes of (a) (1) above and (b) to incur Short Tenn Indebtedness payable as to principal and
Interest as Current Rxpcnms proylded that such Short Term Indeblcdnoss at any time outstanding
shall not exneud 20% of the Department's Current Expenses of are Parking System for the last
Fiscal Year for which an audit is available.
Saedon 717. Financing of Spacial Portion Facillllo . Nothing in this Ordkm ee shall
bo construed as prohibiting the Clty or the Doparlmnnt from financing the acquisition or
rumtmction of any Special Pomona Facilities permitted by law (whether or not related to
parking) so long as tiro following conditions aro saasfiod:
(a) the debt obligations Issued to iinwbeo tiro speotnl purpose faoiliies nee not
directly or ladinxtly axurod by or payablo from Revenues but aro seaared by and
payable from such othoe sources as are then pemtitterl by law;
(b) the Department shall have delivered to dire Trustee opinions of Om City
Agonmy to rho c1Tect ant tiro underlying obligations Issued to finance such facilities are
not, directly or indirectly, secured by or payablo from R anOanen or issued trader or
secured by the previsions of this Ordinance and that the finmrcing of such special purposo
faoililios will not oonlBot with or constitute on the part of the City or dmc Dnpartmcot a
bmaoh of or default under any of rho covonanfs or provisions of this Ordinance; and
(n) the Depmbnont shall have delivered to are Trustee a siatemont, signed by
the Parking Consultant, to lira effect that in Its opinion the ncqulsirlan or construction of
such spacial purpose Mollifies will not materially reduce Rovonues or impair the
operating efficiency of the Parking System,
Such Special Purpose Facilities may Include any facility parmissiblo under the laws of
the Stato, including but not limited to, parking Woilinos.
Section 718, Subordinated Dart. The City may incur and Issue Subordinated Debt to
finance the acquisition and construction of any facilities which the Board and the Depgebmont
may operate and maintain pursuant to law, except for Special Purpose Facilities described In
Section 717 hereof, if the following conditions am met
(a) rho City shall adopt an Ordina000 authorizing tho isarnnen of any such
Subordinated NH and setting forth the amount and details thereat;
(b) 11re principal of, and the redemption premium, if any, and Intnmst on any
such Subordinated Debt is payable as a whoto or in part solely from the proceeds of other
Subordinated Debt, Additional Bonds, any money available denrofor bt the Cenoral
Reserve Account, or from any other legally available source provided that such
60
Section 722. No Proo Parkins at City Facilities. The city covenants That no fare parking
will be, permitted panonoOm to Paso or Dane contractual arrangement upon real pmpnrty or et
faoiltttes owned or opemtud by the City.
Section 723. Department to Marano City Parking [Mollifies. The City covenants tlatlf
it acquires, fmaraces or coantntom any facilities or structures for tiro off-street parking of motor
vehlclos, which facilitieo or structures aro not a part of the Parking System, It will engage the
Department to manage and operate such Mollifies and structures.
Section 724, Biennial Inspection No tater than one hunched twenty (120) days after
the end of oach second Flnnal Year, commencing with the Fiscal Year ending on September 30,
1999, rho Department shall oauso iho Parking System to be inspected by the Parking Consultant,
who shall mako and filo with the Department, rho Trustee, trap Credit Banks and the Insurers, a
written report of such Inspacaoo and of the physical condition of the Parking Sysem. The
Tnnnteo shall mall a copy of such biennial btspeellon report to any Holder requesting tho same in
wdang.
ARTmCL,B lit tit
RBhtRDBES
Section 801. Extension of (mlerost Payment. if the limo for the payment of the Interest
on any Bond Is extended, whether or not sack cxtenslon is by or with rho consent of the City,
such Interest so extended shall not be entitled In case of default hereunder to the benefit or
security of this Ordinance and In such easo the Holder of the Bond for which the thou for
payment of Internet was exmnded shall be, ontidcd only to the payment in full of the prinaipal of
all Bonds then Outstanding and of interest for which the time for paynscnt shall not have been
extended,
Suction 802. Events of Default. Each of the following events Is hereby doatared en
"Event of Default":
(a) payment of the pdnoipal of, a Sinking Fund Requirement with respect to
or the rodamplion gremlin, if any, on any of the Bonds is not rondo when the same nee
due and payable, either at maturity or by redemption or othenvise;
(b) payment of the interest on any of the Bonds is not mado when tho sumo is
due and payable;
(o) a final Judgment for the payment of money Is rendered against the City or
the Department as a result of the ownomhip, control or °potation of the Parking System,
and any such judgment is not discharged within sixty (60) days from the entry thereof or
an dppnel is not taken thumfrom or from the ender, decree or process upon which or
pursuant to which such judgment shall have been granted or colored, In such marmor as to
stay the execution of or levy ardor snob Judgment, ardor, decree or process or the
enforcement thereof
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Subordinated Dart shall by payable from Additional Bonds only to the extent such
Indebtedness was tonged for any purpose for which Additional Bonds may be issued
under this Ordinance; except for payments from the proceeds of Additional Bonds and
tiro Genera! Reserve Account, no money in any other Fund or Account created pursuant
to dta provisions of this Ordinance shall be, used to pay the principal of, or the intenst or
redemption premium, If any, on, any Subordinated Debt; and
(c) simultaneously with the delivery' of mar payment for any suab
Subordinated Debt thero shall bee filed with the Tmsteo a certificate of the Chief Financial
Officer stating that no Default has ocaanod and Is continuing under this Ordinance or, If
any Default thou exists, that the proceeds of such Subordinated Debt will be applied to
euae tiro same.
Section719, Enaaaoment of Accountant. Insurance Consultant. and Parkins(
C naulmm For the purpose of causing to be performed and carried out the duties Imposed on
the Accauntaat under this Ordinance, dra Board shall engage as to Accountant 00 independent
codified publle accountant or a firm of indnpendont certified public accountants having a
favorable repute, for skill and expodonnca in such work.
For the purpose of performing and carrying out rho duties imposed upon an Insurenuo
Consultant under this Ordinance, the Board shall from time to time engage an Insurance
Consultant as defined in Section 101 hereof. A signed copy of any reports of any insurance
Consultant required hereby shall he, flied with the Department, and copies thereof shall be send to
the Trustee.
For the purpose of causing to be, performed and carried out the duties imposed on the
Parking Consultant under This Ordinance, the Board will engage ono oe more Parking
Consultants having a favorable repute for skill and axpcdence for such work. Exre;pt for any
fines and expanses incurred ander the provisions of Section 403 of this Ordinance, the cost of
engaging rho Parking Consultant shall he treated as a part of the cost of oparatlon and
malatenanoe of tho Parking System,
The Acaruntant and the ParHog Consultant shall at all limes have free access to all
properties cons(udng Iho Parking System for the purposes of inspection and examination, and
the books, records and accounts of the City and the Dspadment may be oxamined by tiro
Accountant and the Parking Consultant* all reasonable arms upon reasonable notice.
Section 720. Further lnstmments and Actions, The City and the Board shall, from limo
In time, execute and deliver such Portlier instruments or take such further aeaom as may be,
squired to cony out the purposes of this Ordlnanoe.
Seotlon 721. Usti of Rovunuoa and Inconsistent Aoaoas Tito City and the Board
covenant and agree lilac, so long as any of the Bonds scoured hereby are outstanding, Wane of the
Revenues will bo us;d for any pus -puce other than as provided in this Ordlnanao, and that no
contract or contracts will be entered into or any action token by winch the rights of Holders
might be Impaired or diminished.
6l
(d) rho City or tho Dcparbnent: (I) becomes resolvent or the subject of
insolvency proceedings; or (11) is unable, or admits In writing its inability, to pay Iry debts
as they mature; or Oil) makes a general assignment for tar benofit of arodltors or to an
agent authorized to liquidate any substantial amount of its property; or (iv) files a petition
or other pleading soaking reorganization, composition, readjustment, or Ilquldarion of
assets, or requesting similar relief; or (v) applies to a court for the appointment of a
receiver for it or for the whole or any pad of the Pairing Sysem; or (vi) has a receiver or
liquidator appointed for it or far the whole or any part of the Parking System (with or
without the oonsen,' of the City or the Department) and such receiver Is not discharged
within 90 consecutive days atter his appointment; or (cif) becomes the subject of an
`order for relief' within are meaning of the United States Bankruptcy Code; or (tdii) files
an answer to a creditor's petition admitting the material allegation therm( for
Ilquidaaon, reorgantration, readjustment or composition or to afoot a plan or other
arrangement with creditors or fall to have such, petition dismissed within 60 consecutive,
days after dire same is filed against the City or the Department;
(e) any court of competent jurisdiction assumes custody or control of the City
or the Department or of the whole or any substantial part of Its property under the
provisions orally other Law for the relief or aid of debtors, and such custody or control is
trot terminated within ninety (90) days from the data of assumption of such custody or
control; and
(f) the City of tiro Dupaelment defaults In the due and punctual porfommnce
of any other of the covenants, conditions. agreements and provisiotts contained In tho
Bonds or in this Ordinance, and such default continues for 30 days aBnr receipt by Ike
City and the Dopattment of a written native from the Trainee speoi0ring such default and
requesting that It be normaled, provided that if prior to the oxptmtlat of soar 30-day
period the City or dm Deparbnont irnandes aaaon reasonably designed to cure such
default, no "Brent of Default" shall be, rimmed to :have occurred upon the expiration of
such 30-day period for so long as the City or (ha Dopartaent pursues such curative action
with reasonable dlligenno.
For all proposes of this Ordinance, including bat not !hired to paragraphs (a) and (b) of
this Section 802, in determining whether a payment default has occurred, no affect shall bo given
to payments outdo ardor a Bond Insurance Polley,
Section 803. Aeeoloration of %Amities. Upon de, happening and continuance of any
Even( of Default specified in Section 802 of this Article, than and In every such case to Trustee
may, and upon the written requosl of the Holders of not loss than 25% In aggregate principal
amount of rho Bonds thorn outstanding, shall, by a voice in writing to the City and the
Department, declare the principal of all of the Bonds time Outstanding (If not then due and
payable) to be due and payable immedlately, and upon such declaration the sane shall become
and be Immrdfataly due and payable, anything contained in the Bonds or in this Onllnanee to the
contrary notwithstanding, tense conditions identified in clauses (a), (b) sod (a) of this paragraph
have boon satisfied alter the princlpal of and [morns( on the Bonds have been doctored to be duo
WI payable and before the entry of final judgment or decree in any suit, action or proceeding
Instituted on account of such default, or bolero the completion of rho enforcement of any other
63
remedy under this Ordinance, then and in every such case the Trustee may, and upon tho written
request o£tho Holders of not loss than 25% In aggregate prineipai amount of the Bonds not then
due and then outstanding shall, by written notice to the City and the Department, rescind and
annul such declaration and Its consequences, bet no such essodssion or annulment shall extend to
or affect any subsequent Event of Default or impair any right consequent thereon; (a) money
sufficient to pay the principal of all mutinied Bonds and all arrears of interest, if any, upon Bonds
then Outstanding (except the principal of any Bonds not than due except by virtue of such
doetaration and the interest accrued on seek Bonds since the last Interest Payment Date) has
accumulated In the hnomst Account, the Principal Account, and the Sinking Fund Account, (b)
all amounts then payable by the Department hereunder have been paid or a sum sufficient to pay
the same has been deposited by the Chief Financial Officer with the Trustee or the Paying Agent,
and (c) every other default In tho observance or performance of any covenant, condition,
agreement or provision contained in the Bonds or in this Ordinance (other than a default in the
payment of rho principal of suoh Bonds then due only because of a deceleration under this
Sectio01cis been remedied.
If purecent to the provisions of this Ordinance rho obligation of the Department to pay the
Bonds is ecailaratcd, the Department shall pay to the Trustee forthwith but only from Net
Revenues, an amount that is saffreien6 together with all other funds available therefor, to pay
such Benda In fail, and an enema that Is sufficient, together with ell other fends available
therefor, to pay all other expenses of the Trustee inured or to be Inured under this Ordinanee,
Section 804. R m . In addition to any remedies then available to the Trustee under
this Ordinance and under State and federal law, upon the oocurrenee of an Event of Default the
Trustee may:
(a) Require the Department to endorse alf checks and other negotiable
Instruments representing Net Revenues to the order of the Trustee immediately upon the
receipt thereof and to deliver such endornal Instruments daily to the Trustee,
(b) Notify any or all account debtors of the Department to pay any amounrn
representing Not Revenues, when due and owing, dbreody to the Tnrs[w, as Trustee.
(a) Upon the filing of a suit or other commencement ofJodioial proceedings to
enforce the rights of the Tnuteo and of the Holders under this Ordinance, the Trustee
shall be entitled, ea a matter of right, to the appointment of a receiver or receivers of the
Parking System and of the Net Revenues pending such proceedings, with such powers as
the court making such appointments confers, whether or not the Not Revenues am
deemed suffiotont ultimately to satisfy the Benda then Outstanding herocmder,
(d) Take whatever action at law or in equity may app[xr necessary or
desirable to collect the amounts than due and thereafter to become due er to enforce
observance or performance of any covenant, condition or agrcemeet of the City and the
Department underlies Ordinance.
Seddon 805 Enforcement of Remedies, Upon the happening and continuance of any
Event of Default specified la Scotian, 802 of this Article, then and in every such ease the Trustee
64
Alt payments to be made to the Holders pursuant to this Section shall be made ratably to the
persons entitled thereto, withoutdisorimbwdion or preference, except that Ifihere are insuffiolent
Arnie to make any payment of interest or principal (including Sinking Fund Requirements) then
due, the amount to be pald in respect of principal (including Sinking Pend Requirements) or
interest, as fie ease may be, on each Band shall he determined by multiplying the aggeegme
amount of the funds available for such payment by a fraction, the numerator of which is thu
amount then due as principal (including Sinking Fund Requirements) or interest, as the case may
be, on each Bond and the denominator of which is the aggregate amount duo In r opord of ail
intoreet or all principal (including Sinking Fund Requirements), as the ease may be, on all Bettis.
The pmvhiats of this Section are in all respects subject to the provisions of Section 801
of this Article.
Whenever money Is to be applied by tie Trustee pursuant to the provisions of this
Section: (a) such money shall be applied by iha Trustee at such times and from time to time as
the Tmstco in its sole discretion shall determine, having due regard for the amount of such
money available for such appli:Mean and Use likelihood of additional money becoming available
for stmh application in the future, (b) the deposit of such money with the Paying Agent or
otherwise setting aside such money as provided heroin, in trust for the proper purpose shall
constitute proper application by the Trustee, and (o) the Trustee shall incur no liability
whatsoever to the City, to the Department, to any Holder or to any other person for arty delay in
applying any such money so long as the Trustee ants with reasonable diligence, having due
regard for tiro eircumatancus, and ultimately applios the sane In accordance with such provisions
of this Ordinance as may be applicable at the time of application by the Trustee. Whenever the
Trustee exercises such discretion in applying web money, it shall fix the date (which shall be an
Interest Payment Date unless the Tmstets shall doom another date mom suitable) upon wh10b
such application 1s to be made and upon suchdate interest an the amounts of principal to be paid
on aueh dabs shall cease to accrue. The Trustee shell give such notice as It may deem nppropriole
of the fixing of any such date and shall not be required to make payment to the Holder of any
Bond until such Bond 1s surreaderod to the Trustee for eancellatioo if folly paid.
Section 807, Effect of Disaontinuanae of Pmceadlnea. If any proceeding taken by the
Trustee or Holders on ocoouot of any event of Default is discontinued or abandoned for any
reason, then and in every such ease, the City, tho Board, the Depadment, the Tmsteo and tie
Holders shall be restored to their former positions and rights hammier, and all rights, remedies,
powers and duties of the Trustee shall continue as though no proceeding had been taken,
Section 808, Control of Proceedinms by Holders Anything is this Ordinance to the
contrary notwithstanding, the Holders of a majority in aggregate principal amount of Bonds et
any time outstanding shall have the right, by an lnstmment or concurrent instruments In writing
executed and delivered to the Trustee, to dinict foe method end place of conducting all remedial
proceedings to be taken by the Trustee hereunder, provided that such direction shall be in
accordance with law and the provisions of this Onileance.
Section 809, Restrictions Upon Aetions by Individual Notice,' Except as provided In
Section 814 of this Ordinance, no Holder shall have any right to institute any suit, action or
proceeding in equity or at law on any Bond or for the execution of any trust hereunder or for any
66
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may, end upon the written request of the Holders of not less than 25% In aggregate principal
amount of the Bonds then outstanding shall, proceed to protect and enforce the rights of tho
Holders under federal or State law or under this Ordinance by such salts, actions or special
proceedings in equity or at law, either for the spceifio performance of any covenant or %moment
contained heroin or in aid or execution of any power heroin granted or for the enforcement of any
proper legal or equitable remedy, as the Trustee shall deem most effectual to protect and enforce
such rights.
Section 806. pro Rata Anullcadon of Funds. Anyrbbg In this Onilnanco to the contrary
notwithstanding, if at any time the money in the Interest lyceum, the Principal Account and tie
Sinking Fund Account is not sufficient to pay the interest on or the principal of or Sinking Fund
Requirement with respect 10 the Bonds as the same became due and payable (either by their
terms or by occoleration of maturities under the provisions of Section 803 of this Article), such
money, together with any money then available or thereafter becoming available for such
purposes, whether through the exercise of the remedies provided for in this Article or otherwise,
shell be applied as follows:
full if the principal of the Bonds has not become duo and payable, to We
payment of all Inatallmenfs of interest then due, in the order of the maturity of the
installments of such interest;
mad: if the principal of of less than all of the Bonds has become duo
and payable, first to the payment of all installments of interest then due on Bonds
of which the principal is not overdue, In the order of the maturity of the
installments thereof, end next to tiro payment of Interest at the respective rates
npocificd in the Bands on overdue principal, and next to lbw payment of the
principal (including Sinking Fund Requirements) of Bonds then duo in order of
thel r due dates;
third: If the pdnolpal of all Bonds has become due and payable by
declaration, redemption or otherwise, first to the payment of all interest duo on
Bonds of which the principal is not overdue, and nest to the payment ofhnterest at
the respective Tales specified in the Bonds on ovarduo principal, and next to the
payment of the principal (including Sinking Fund Requirements) of the Bonds in
order of their due dates;
fourth: If the principal of all Bonds has become due and payable, and all of the Benda
have, been fully paid, together with all interest and premium, 1f any, thereon, any surplus then
remaining shall be applied as set forth in Section 5 Id hcrtt1 and
Me if rho principal of all Bails has been declared dee and payable and if suds
doelarallon thereafter has been rescinded and remelted under Section 803 of this Ordinance, then,
subject to the provisions of paragraph third of this Section in the event that the prinoipal of all
Bonds Iator becomes duo and payable or Ls declared due and payable, the money then remaining
In and thereafter accruing to the Interest Account, the Principal Account, and the Sinking Fund
Amount shall be applied in accordance with the provisions of paragraph first or second of this
Section, whichever is then applicable.
65
other remedy hereunder unless such Holder previously shall (a) have given to the Imam written
notice of the Event of Default on account of which such suit, action er proceeding is to be
instituted, (b) have requested rho Trustee to take notion after the right to exercise such powers or
right of action, es the case may be, shall have ooeTald, (c) have afforded UwTrostoe a reesonable
opportunity either to proceed to exercise the powers hereWabove granted or to Institute such
eoIlon, sett or proceedings in its or their name, and (d) have offered to the Trvslee reasonable
security and Indemolty against the costs, expenses and liabilities to Ire tacurrc:d therein or
thereby, and the Trustee shall have refused or neglected to comply with such request within a
reasonable time. Such eetiecatton, request end offer of indemnity are hereby doolared in every
such we, at the option of the Tmstco, to be conditions precedent to lira execution of the powers
and (nuts of this Ordinance or to any other remedy hereunder. Netwithstendbog the foregoing
provisions of this Section and without complying therewith, the Holden of not lass than 20%in
aggregate principal amount of Bonds then Outstanding may institute any such suit or aoson or
proceeding In their own names for the benefit of all Holders hereunder. ft is understood and
intended that, except as otherwise obovo provided, no ono or more Holders shall have any right
In any manner whatsoever by Ws or their action to affect, disturb or prejudice tho security of this
Ordinance or to enforce any right hereunder except in the manner provided, that all proceedings
at law or in equity shall be instituted, had and maintained In the manner heroin provided and for
tho benefit of all Holders and that any Individual rights of action or other right given to one or
more of such Holders by law ase restricted by this Ordinance to tho rights and remedies herein
provided.
Section 810, Enforcement of Rbahts of Action, All rights of action (including the right
to file proof of claim) under this Ordinance or under any Bonds may be enforced by the Trustee
without the possession of any Bonds er the production thereof in any proceedings relating
thereto, and any such salt or proceedings instituted by the Trustee shall be brought in its name as
Trustee, without the necessity of joining as plaintiffs or defendants any Holders, end any
recovery of Judgment shall be far the equal benefit of the Holders, subject to the provisions of
Section 80i of this ordinance.
Section 811. No Remedy Exohesive No remedy herein conferred upon or reserved to
the Trustee or to the Holder is intended to ire oxolusive of any other remedy or remedies herein
provided, and each and every such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now er hereafter existing at law or In equity.
Section 812, Defer: Not a Waiver No delay or omission by tiro Trustee or of any
Holder in the exercise of any right or power accruing upon any default shall impair any such
right or power or shall be ecestrued to be awaiver of any such default by any acquiescence
therein, and oyory power or remedy given by this Ordinance to the Trustee and to the Holdom
may be exorcised from time to time and as often as may be deemed expedient,
The Trustee and upon written request of the Holders of not less than 23% in aggregate
principal amount of the Bonds then Oolstandhrg shall, waive any Event of Delude which in fts
opinion hes been remedied before the entry of final Judgment or decree in any salt, action or
proceeding instituted by it under the provisions of this Ordinance or before the completion of the
enforcement of any other remedies under lids ordinance, but no such waiver shall extend to or
67
affect any other existing or subsequent Event of Default or impair any rights or remedies
consequent thereon.
Section 813. Notice of Default. The Trustee shall mall to all Holders of registered
Bonds, ad their addresses as they appear an the registration books maintained by the Trusaw, and
all Holders requaating iha same, written notice of the occurrence of any Event of Default within
30 days after the Trustee has notice of the same. However, the Ttuat ° shad not be subject to
any liability to any Holder by reason of its failure to mail any mush notice.
Section 814. • • ht to Enforce Payment of Bonds Unimnahed Nothing in this Article
shall affect or Impair the right of any Holder to enforce the payment of the principal of and
iotenest on his Bonds or oho obligation of the City and the Department to pay the principal of and
Interest on each Bond to tho Holder thereof at the time and plate specified In said Bond.
ARTICLE IX
THE TRUSTEE
Section 901, Acceptance of inhale. The Trustee under this Ordinance and Paying
Agent for the 1998 Bonds shall be designated In the Series Ordinance for such Series. The
Trustee shall signify Its acceptance of the duties and obligations and agow to execute the fists
imposed upon It by this Ordinance by executing the certificate of authentication endorsed upon
the Bonds, but only upon the terms and conditions set forth in this Article and subject to the
provisions of this Ordinance, to all of which the City, the Board, the Department, the Trustee and
the respective Holders of the Bonds egroo, Unless the Trustee has been given notice or
otherwise has notice that an Event of Default has occurred and is continuing, the Trustee shalt
not he responsible except for the performance of those duties drat are expressly set forth In this
Ordlnanw, and no implied covenantor duty shall bo read into this Onlitance against the Trustee;
provided, however, that nothing heroin shall relieve the Trustee from responsibility for Its own
ncgl'genre orwlllfut misconduct.
If rut Event of Default has occurred and is continuing, the Trustee shall exercise such of
the fights and powers as are vested in it by this Ordinance and shall use the same degree dew
and skill in their exorcists as a prudent man would oxeroise or use ander the oirournetanoes in tree
conduct of his own affairs.
Section 902. indemnidcaton of Trustee as Condition for Remedial Action Upon
pPhoction of Holders The Trustee shall be under no obligation to take any remedial proceeding
under this Ordinance upon Aeration of tho Holden in accordance with Section 808 hereof until it
Is Indemnified to its sattyfaaton against any and all ootms and expenses, outlays and counsel fees
end other reasonable disbursements, and against all '(ability, provided that tho Trusters shall have
no right to Indomni6oation for any costs, expanses outlays, counsel fees, or disbursements or
against any liability resulting from any proceeding or action of to Trustoo if the Trustee Is
determined to have acted negligently with resp nt m snob proceeding or action. However, tee
Trustee may begin suit, or appear in and defend atilt, or take any remedial proceedings under this
Ordinance, or take may steps in the execution of any of the trusts ermined hereby or In the
entbreomont of any tights and powers horeendet, or do anythieg else to its judgment proper to be
68
(c) a brief description of all obligations held by 11 as an Investment of money
in each such Fund or Account and the investment income or loss that was charged to any
Fund orAxount In such month;
(d) the amount applied to the payment, pumhme, or redemption of Bonds
under the provisions of Article V of this Ordinance and a description of the Bonds so
paid, parchasotl, or redeemed; and
(o) any other information that tho Dkspoobnoot may reasonably toquest.
All records and files pertaining to the Bonds and the Parking System in the custody of the
Trustee shall be available at all reasonable times for lnspecion by the Department, the Holders,
and their agents and representatives.
Section 907. Trustee Protected In Roly)ng on Certain Documents The Trustee shall be
protected and shall incur no liability In acting or proceeding, or in not sating or not proceeding,
In good faith and in accordance with the renns of this Ordinance upon, any resolution, order,
notice, request, consent, waiver, certificate, statement, affidavit, roquis(don, bond or ether paper
or docomeot that it in good faith reasonably believes to be genuine and to have been adopted or
signed by the proper board or person or to have been prepared and fumbled pursuant to any o£
the provisions of this Ordinance, or upon the written opinion of any attorney, engineer or
accountant believed by the Trustee to bo qualified 'm relation to the subject matter, and the
Trustee shalt be under no duty to make any Investigation or Inquiry as to any statements
contained or natters refottud to in any such insimment, The Trustee shall not be ruder any
obligation to sea to the recording or tlllog of this Ordinance or othorwiso to the giving to any
person of notice of the provisions hereof,
Except as oihetwlse provided in this Ordinance, any request, notice, oortificaie or other
instrument from tho Department to the Trustee shall be deemed to have been signed by the
proper panty or parties if signed by the Chief Financial Officer or any designee whose slgnaturo
is on file with the Trustee.
Section 908 Helices of Default. Except upon the. happening of any Event of Default
speoifod in °lenses (a) and (b) of Section 802 hereof or lha reporting of the occurrence of an
Event of Default pursuant to Seaton 707 hereof, the Trustee shalt not be obliged to take notice or
be deemed to have notice of any 13vont of Default under this Ordinance unless specifically
notified in writing of suds Event of Default by the Department, the City or the Holders of not
less than 5 %In aggregate principal amount of Bonds then Outstanding.
Section 909. 'Coulee Not Responsible for Recitals. The recitals, statements and
representations contained herein and In the Bonds (excluding the Trustee's certificate of
authentication on the Bonds) shall be token and conatmed as made by and on the part nettle City
and tho Department and not by the Trustee, and tan Trustee shall be under no responsibility far
the eoroe*bomsa of Dan same,
Section 910 Trustre Mao Daa1 in Bonds. The bank or trust company acing as Trustee
• under this Ordinance, and its directors, officers, employees or agents, may In goad faith and in
sans length transactions, to the extant permitted by applicable law, buy, sell, own, hold and deal
70
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done by it as suoh Trustee, without indemnity and with or without the direction of Holders, and
in such case the Department, at rho ruttiest of the Trot*, shall reimburse the Trustee fiom
Revenues for all reasonable costs, expenses, outlays and counsel lbes and other reasonable
disbursements properly incurred In connection therewith.
Section 903. Limitations on Obligations and Reabonsiblfies of Trustee, The Trustee
shall be under no obligation to effect or maintain insurance or to renew any petioles ofinsurance
or to inquire as to the sufficiency of any petioles of iruvmnce carried by the Department, or to
report, make or file claims or proof of loss for any loss or damage that may odour, or to keep
itself informed or advised as to the payment of any premiums or assessments, or to require any
snob payment to be made. The Tondos chat( have no responsibility In respect of the validity or
sufficiency of this Ordinane or, except as to the authentication thereof, In rospoot of the validity
of Bonds or the duo execution or 'memos thereof. 'The Tn steo shall bo under no obligation to
sec that any duties herein imposed upon the City, the Board, the Ikpartrnant, any consultant, any
Paying Agent other than itself, any Depositary other than itself, or any party other than Itself are
done or performed.
Se0lon 904, Trustee Not Liable for Failure of Department to Act, The Trustee shall
not be liable or responsible for the ibdbw* of the Department or of any of its employees or agents
to make any eoNeetons or deposits or to perform any ad herein required of the Department or
for the loss of any money arising through the insolvency or the not or default or mnissbon of any
Depositary other than itself in which such money Is deposited under the provisions of this
Ordinance, The Trustee shall not bee responsible for the application of any of the proceeds of
Bonds or any other money deposited with it and paid cut, withdrawn or transferred hereunder if
such application, payment, withdrawal or transfer is made In accordance with the provisions of
this Ordinance, The immunities and exemptions from liability of tho Trustee hereunder shall
extend to its directors, officers, employees and agents,
Section 905. Compensation of Trustee and Paving Agent. Subject to the provisions of
any contract between the Department end the Trustee or any Paying Agent mlatng to the
compensation of the Trustee or such Paying Agent, do Department shall pay to the Trustee or
such Paying Agent fiom Revenues reasonable compensation for all soryloes performed by it
hereunder and also all its reasonable expenses, charges and other disbursements and those of Its
attotneys, agents and employees incurred in and about the administration and the performance of
its powers and duties hereunder,
Section 906. Monthly Statements from Trustee. On or before the 1IXh day of inch
month the Trustee shall file with the Department a stabinent setting forth in respect of the
preceding calendar month:
(a) the amount withdrawn or transferred by it from, and the amount deposited
in or credited to, each klmd or Account held by It under tho provisions of this Ordinance;
(b) the amount on deposit with it at the end of such month in each such Fund
or Account;
69
in any of the Bonds and may join in any action that ony Holder of Bonds may be entitled to take
with like effect as if such bank or bust company were not the Trustee under this Ordinance,
Seddon 911 Resignation and Removal of Trustee Subieot to Appointment of
Successor. No resignation or removal of oho Tnuteb and no appointment of a successor Trustee
pursuant to this Article shall become effective until the acceptance of appointment by the
successor Trustee under Section 915.
Section 912 Resignation of Trustee. The Trustee may resign and thereby become
discharged from the tests hereby created by notice in writing given to the Bondholders by Fast
class U.S. mall, postage prepaid, not bees than 90 days before suet resignation is to take effect.
Such resignation shall take effect immediately upon the appointment of a new Tr uioa hereunder
if such new Treace is appointed and accepts the trusts muted hereby before the time limited by
such notice, No such resignation shall relieve the Trustee for past actions taken or for which the
Trustee has felled to take, prior to such resignation becoming effective.
Section 913. Removal of Trustee. The Trustee may be removed at any time by an
instrument or concurrent instruments in writing, exroutod by (I) the City sad the Department or
((i) the Holders of not less than a majority to aggregate principal amount of Bonds than
Outstanding, filed with the Department and the Trustee,
The Trustee may also be removed at any time for any breach of trust or for noting or
proceeding in violation of, or for failing to act or proceed In accordance with, any provisions of
this Ordinance with respect to the dudes and obligations of the Trustee, by any court of
competent jurisdiction upon the application of the Holders of not less than 20% in aggregate
principal amount of Bonds Won Outstanding,
Section 914. Appointment of Successor Trustee, If al any lime the Trustee resigns, Is
removed, is dissolved or otherwise becomes incapable of acting, or the bank or Must company
acting as Trustee Is taken over by any governmental oflulal, agency, &spa nnent or board, the
position of Tmstro shall thereupon become vacant. If the position of Trustee becomes vacant for
any reason, the Department shall appoint a Towne to fill such vacancy, A successor Trustee
ahall not bee mqulmd litho Trustee sells or assigns substantially all of its trust business and the
vendee or assignee Continues in the trust business, or if a transfer of the taut department of rho
Trustee 1s required by operation of law, provided that such vendee, assignee or transferee
qualifies an a successor Trustee under this Section 914. The Department shall provide notice to
the Bondholders of such appointment by first class U.S. mad, postage prepaid.
At any time within one year after any vacancy in the office of the Trustee has oocuned,
the Holders of 20% in principal amount of Bonds then Outstanding, by an instrument or
coneurrenl instruments in writing, executed by such Holders and filed with the Department, may
appoint a successor Trustee, which shall supersede any Trustee theretofore appointed by the
Department. Photographic copies of each such Instrument shall be delivered promptly by the
Department to the predecessor Twice and to dee Trustee so appointed by the Holders.
71
lino appointment of a successor Trusted is made pursuant to the foregoing provisions of
this 5cclion, any Holder or any retiring Trustee may apply to any court of conrpetanl jurisdiction
to appoint a successor Trustee. Such court may thoroupon appoint a sucecssorTrusleo.
Any successor Trustee hereafter appointed shall bo a bank or trust company within the
State that Is in good standing and duly authorized to exemtse corporate trust powers in the State,
that Is subject to examination by fedora' or Stott authority, and that has a combined Capital,
surplus and undivided proms oggregaling not less than Fifty Million Dollar(550,000,000).
Socion 915, sleeting of Duties In Successor Trustee Every successor Trustee
appointed hotundor shall execute, acknowledge and deliver to its predecessor, and also to the
City and the Department' an instnmsent In writing accepting such appoialmont and the trusts
aremed hereby and thereupon, such successor Trustee, without any thither act, shell become Polly
voided with all rho rights, immunities and powers, and subject to all the duties and obligations, of
Its predooeseor upon receipt of such instnument, or upon receipt of a written request of the
Department and upon payment of tho expenses, charges and othor disbursements of such
predecessor that aro payable pursuant to tiro provisions of Sextons 502 and 905 of this Artiolo,
such predecessor Trustw shall exacuto and deliver an Instrument transferring to such successor
Trustee the rights, immunities and powers of such prodereseor hereunder and shall dativor all
property and money held by it hamundor to its successor, Should any bhstmment in writing from
the Deportment be roqulrcd by any successor Tmabec for moro fully and certainly vesting in such
Trusted rho rights, immunities, powers and trusts hereby and vested or intended to be vested in
the predecessor Trustee", any such Instrument in writing shall and will, on request, be ex°cutod,
acknowledged and delivered by the Department.
ARTICLE X
EXECUTION OF INSTRUMENTS BY HOLDERS,
PROOF OF OWNERSHIP OF BONDS, AND DETERMINATION
OF CONCURRENCE OF HOLDS RS
Section 1001. irarecution of Instruments by Holders. Any request, direction, consent or
other inslnmtunl In writing required or permitted by this Ordinance to be sienod, or exeodlod by
any Holden may bo in any number of concur/esti instrmnonte of similar tenor and may bo signed
or executed by such Hoidens or theirattomeys or legal representafives, Proofoftbe execution of
any such instrument and of rho ownorship of Bonds shall be sufficient for any purpose of this
Ordinance and shall be conclusive in favor of rho Trustee and the City and the Department with
regard to any notion taken by either undor such instument If the fact and dote of the execution by
any person of any such instrument may too proved by rho verification, by any ofloor In any
jurisdiction who by the laws thereof has power to take affidavits within such jurisdiction, to the
*Met that such instrument was subscribed and sworn to before him, or by an affidavit of
witness to such execution, Where such execution is on behalf of a person other than an
individual, such veriftcaton or affidavit shall also constitute sufficient proof of the nuthortty of
the elgnof thereof.
Notting contained In this Adlolo shell be construed as limiting the Tattoo to suoh proof,
it being intended that era Trustee, may accept any other evidence of rho matters herein stated
(i) to provide such changes which, in the opinion of the City and the
Deportment, will not materially adversely affect the security of or othorwlsc too materially
adverse to the Holders. Notwithstanding tiro foregoing, no such change pursuant to title
paragraph (i) shall become effective unless the Trustees shall have Bled with the
Department a codilcme stating that in Its sole and absolute discretion, such change will
not have a material adverse effect on the Interests of such Holders, In making such a
detonination, the City and the Department shall not take into consideration any Bond
Insurance Policy.
The City or the Department shall provide the Credit Bank and Insurers with notice of any
supplemental ordinances adopted pursuant this Section 1101.
Section 1102, Seeelemental Ordinance with Bondholders' Consent, Subject to rho Iona
and provisions contained in this Socton, and not otherwim, the Folders of not loss than Sfly-ono
percent (51°la) in aggregate principal amount of the Bonds there outstanding that will be affected
by a proposed supplemental Ordinance shall have the right, from time to time, anything
contained in this Ordinance to rho contrary notwithstanding, to consent to and approve de
adoption of such Ordinance or Ordinances supplemental hereto as are deemed necessary or
desirable by the City upon cconnondaton of the Board, for the, purpose of modifying, altering,
amending, adding to or rescinding, In any particular, any of rho tarns or provision eontained In
this Ordinance or In any supplemental Ordbsaneo, provided that nothing herein eontainod shell
permit, or too constrain as pending (a) an extension of the maturity of the principal of or the
Interest on any Bond, or (b) a reduction in the principal amount of any Bond or the redemption
premium or the rate of Interest thereon, men the erection of a lien upon or a pledge of Revenues
other tan tee lien and pledge crossed by this Ordinance, or (d) a profomnue or priority of any
Bond or Bonds ovor any other Bond or Bonds, or (e) a mduotion in to aggregate principal
amount of the Bonds required for consent to such supplemental Ordinance. Noting herein
oonWned, howevor, shall be constnred as making necessary rho approval by Holders of the
adoption of any supplemental ordinanco as authorized In Section 1101 of this Article.
1f at any limo (Inc City, upon recommendation of Roo Board, detenhros that It is
necessary or desirablo to adopt any supplemental Ordinance for any of the purposes of this
Soctlon, rho City Cleric shall cant notice of the proposed adoption of sued supplemental
ordinance to be mailed, postage prepaid, to all holders of Bands, at their addresses PS they appear
on the roglstraton books maintained by the Trustee, and all Holders of Record. Such notice shall
briefly set forth the nature of the propose{ supplemental Ordinance and shall slat° that oopion
thereof are on Ole at the office of to City Clerk for inspection by all Holders. The+ City, tie
Board and the Department shall not, however, be subject to any liability to any Holder by reason
of its tdluro to cause the notice required by this Section to be mailed and any such failure shall
not affect the validity of such supplemontal Ordinance when consented to and approved as
provided in this Section.
Wheaaver, at any lima within ono year after the data of tiro first publication of such
notice, the City or the Department deliver 10 tho TrustOo no inatnrrnent or Instruments in writing
purporting to be oriented by tiro Holders of not less than fifty-one portent (51%) in aggregate
principal amount of the Bonds then Outstanding that aro affected by a proposed supplemental
Ordinanco, which Insbtunent or instruments shall refer to the propooud supplemental Ordinance
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which 11 may doom sul11010n1, Any mgtest or Consent of any Holder shall bind every future
Holder of tho same Bond In respect of anything done by rho Truster, in puratane0 of such request
or consent.
Notwithstanding any of the foregoing provisions dais Section, tho Trustee shall not be
required to recognize any person as a Haldor or to take any action et his request unless such
Bonds shall be deposited with R.
ARTICLE XI
SUPPLEMENTAL ORDINANCES
Section 1101. Suonlumental Ordinance Without Bondholders' Consent. The City
Commission, upon recommendation order Board, foam lime to limo and at any time end with the
consent of the Trustee, may adopt suoh ordinances supplovontal hereto as aro consistent with rho
terms and provisions hcn:of (which supplemental ordinances shall, thercaftor forma past hereof)
and do not adversely effect the interest of the Holders:
(a) to cure any ambiguity or formal dofecl or omission or to cornet or
supplement any provision herein that may be lnconsiatant with any other pmvlslon,
herein, or
(b) to grant to or confer upon the Truske, for the bonefiit of the Holders, any
additional rights, remedies, powers, audtotity orsec ntly that may lawfully be granted to
or conferred upon the Holders or tiro Trustee, or
•
(o) to add to the conditions, limitations and restriofions on the Issue w of
Bonds under tho pmvlsions of this Otdlna❑ce other conditions, limitations and
restrictions thoreaftor to be observed, provided that such eanditions, limitations, and
mstdctions do not Impair the security for the Outstanding Bonds, or
(d) to add to the covenants and egroomeats of tiro City and the Department in
this Ordinance other covenants and agrwmcnts thctuafiur to be observed by tho City and
tho Dcparhnent or to amender any right or power herein reserved to or conferred upon
tho City and the Department, provided that such 0oveoants and agreements and the
surrendering of any such right or powor do not Impair the security for the Outstanding
Bonds, or
(a) to comply with oho provisions of Sections 208, 209, 210 or 211, or
(f) to provide for the issuance of coupon Bonds, or
(g) to provide for the issuance of Variable Ratio Bonds, Capital Appreciation
Bonds, Option Bonds and Capital Appreciation and tncoma Bonds which will not
Adversely affect tho exemption from Federal income taxation of lathiest on the Bonds Rut
am not Taxable Bonds,
(h) to provide for the issoance of Uncortifieated Bonds, or
73
described In such notice and shall specifically consent to and approvo the adoption thereof In
substantially the form of the copy thereof termed to la such notice, thereupon, but not otherwise,
the City Commission may adopt such supplemental Ordinance in substantially such then,
without liability or responsibility to any Holder whether or dot such Holder shall have consented
thereto,
If tho Holders of not less than fifty -ono percent (51 n) flu aggregate principal amount of
the Bonds Outstanding at the time of the adoption of such supplemental Ordinance and that are
affected by a proposed supplemental Ordinance have counted to and approved the adoption
thereof as homin provided, no Holder shall have any right to object to the adoption of such
supplemental Ordination, to object to any of the terms and provisions contained therein or the
operettas thofeof, to quostien the propriety of the adoption thereof, or to enjoin or restrain rho
City Commission from adopting the same or from taking any anion pursuant to the provisions
thereof.
For purposes of this Ordinance, Bonds shall be deemed to bid "elected" by a
supplemental Ordinance le the same adversely affeote or diminishes tee rights of Holders against
the City and the Department or tiro rights of the Holders to the security for such Bonds. Thu
Trustee may In its disoration determine whothar any Bonds would be affected by any
supplemental Ordinance and any such detemninalwn shall be conclusive upon the Holders of all
Bonds, whether theretofore or thereafter authenticated and dolivored hereunder. The Tnistce
shall not bu liable for any such dotemdoadtnn made le good faith.
Section L103. Suoolemenlat Ordinances Part of Oainanco Any supplemental
On1inanme adopted in nocordance with the provisions of this Article and approved as to legality
by the City Attorney shall thereafter than a part of this Ordinance, -and this Ordinanoe shall be
and ba deemed to be modified and amended in aecardancu demwlth. Thereafter the respective
rights, duties and obligations under this Ordinance of the City, tho Board, the Dopadment, the
Trustee, the Paying Agent, and all Holders of Bonds then Outstanding shall thereafter be
doternined, exercised and enforced in all respects under the provisions of this Ordinance as so
modified and amended. If any supplemental On bound is adopted and approved Bonds issued
thereafter may contain an Depress rofereneo to such supplemental Ordinance, if deemed
necessary or desirable by the City and the Doparmtent.
Section 1104. Series Ordinance Nat a Suteflemental Ordinance. For purposes of this
Article XI, a Series Ordinance that rotates only to a particular Series of Bonds issued haraondor
and that does not purport to alter or artond the rights or security of any Holders of any Bonds of
any other Soles issued hereunder &tall not he deemed or considered to be a supplemental
Ordbwnce,
ARTICLE XII
DEFEASANCB
Section 1201. . When (a} any Bards, Including any
maturity or portico of a nsturity thereof, secured hereby have, become due and payobin In
accordance with their terms or otherwise as provided In this Ordinance, and (b) tho whole
75
amount of the principal and tho Interest and pr niIum, if any, so duo and payable upon such
Bonds have been paid or If the Trustco, the Paying Agent or en escrow agent shall hold money or
Government Obligations, or a combination of both, that ano sufficient in the aggregate to pay the
principal of, and the interest and redemption premium, if any, on such Bonds to tho maturity date
or deltas of such Bonds or to the dale or dates specified for the redemption thereof, and (a) if tho
Bonds are duo and payable by reason of a call for redemption, irrnvoeabtc Instructions to bail
such Bonds for rodemplion shall have been given by ar on behalf antic Department end the City
to the Trustee, and (d) sufficient funds shall also have been provided or provision made for
paying all other obligations payable hereunder by the City and trio Department, then and in that
case the right, tido and interest of the Trustee and duo Bondholders of such Bonds in We Funds
and Accounts mated by this Ordinance shall thereupon cease, datarminc and become void, and,
if such Bonds shall constitute all of Ito Bonds then Outstanding, the Board shall ropeal and
Moot this Ordinance, and the Demo shall apply any surplus in the Funds or Accounts, other
than money held for the redemption or payment of principal of or interest co the Bonds, as
provided in Section 515 hereof, Otherwise this Ordinance shall be, continue and remain In full
force and effect, Notwithstanding the foregoing, if money, Government Obligations, or a
combination of loth, era deposited with and linld by the Trustee or Paying Agent or an escrow
agent, as hereinabove provided, and within 30 days after such many, Government Obligations,
ora combination of both, have been deposited with soh Trustee, Paying Agent or escrow agent,
the Department, in addition to observing the requirements of Artialu III of this Ordinance, shall
cause a notice signed by We Trustee to Inc naalled by first ulnas U.S. mall, postage prepaid, to the
IHoldam of tho applicable Bonds, setting forth (i) rise data designated for the redemption of the
Bonds, if applicable, (il) a dnsoription of We money and Oavomment Obligations so held by the
Tmslcu, Paying Agent or usatow agent, and (iii) that this Ordinance has boon repealed, cancolhxl
or defeated in accordance with Inc provisions of this Section. Notwithstanding the foregoing,
the Trustee and Paying Agent shall retain such rights, powers and privileges under this
Ordinance as may be necessary and oonvcnicnt in respect of rho Bonds for the payment of the
principal, interest and anypremium on which soh money and/or Oovemmcnt Obligations have
been deposited.
MI money and Govommcnt Obligations held by the Trustee, any Paying Agent or any
escrow agent pursuant to this Section shall be held in trust and applied to rho payment, when duo,
of the Bonds and obligations payable therewith, For purposes of this Ardola, Government
Obligations shall be doomed to Inc sufdoiant to pay or redeem bonds on a specified ditto if trio
principal of and the interest on suoh Government Obligations, when duo, will lan sufficient to pay
on such date the principal of, and the prcmlum, if any, and Interest duo on such Bonds en such
dates.
For, purposes ofdetennining whether Variable Rate Bonds shall be deemed to have boon
paid prior to We maturity or redemption date thorcef, as the case may Mr, by We deposit of
moneys, or Goytrumynl Obligations and moneys, If any, the interest to como duo on soh
Variably Rate Bonds on or prior to trio maturity data orredcmption date thereof, as dw case may
be, shall be colouiated at the maximum rate permuted by Ohm forma thereof; provided, however,
that if on any date, as a result ofsuotn Variable Rata Bonds having home interest at less than such
Maximmn Rate for any period, the total amount of moneys and Coyemment Obligations on
deposit with rho Escrow Agent for the payment of Interest co such Variable lta lc Bonds is In
excess of the total amount which would have boon requirrrd to be deposited with the Escrow
76
to Inc City, if addressed to the City Cleat of the City of Miami, Miami,
Florida;
to the Department, lha Director or the Chief Financial Offier, if addressed
to Department of Off•SMeetParking of trio City of Miami, Miami, Florida;
to tiro Trustee, if addressed to Inc Trusted at the address sat forth in the
resolution provided for in Section 208 harcnf,
to the 1998 Bond Insurer, if addressed to MBIA insurance Corporation,
113 King Strout, Armonk, Now Yodr, 10504, Attn: hunted Portfolio
Management Group.
Any such notice, demand or request may also be transmitted to rho appropriate above -
mentioned party by telegraph, telephone or facsimile and shall Inc doomed to Inc properly given or
.redo at the time of such transmission. Such transmission of notice shall bo naafi once in writing
riot later than one Business Day following such transmission and sent as spatted above.
Any of suoh addresses may be changed el any time upon written notice of such ohange
soot by United Sloths regtstored moil, postage prepaid, to the other paunch by the party Oftbeting
the chonge,
AR documents received by the Diector, the Chief Financial Officer, thc City Clark, and
(Inc Board under dw•provisions of this Ordinance, or photographic copies thereof; shall be
rrtalnod kt Weir possession, subject at all reasonable limas to Inc inspection of the City, any
Holdor, Cndit Bank, Insurer or Ito -servo Product Provider, and duo agents and representatives
thorcof.
Section 1303. Sgccassarshic of Paving Agent and Bond Registrar. Any bank or trust
company with or Into which a Paying Agent or Bond Registrar may be merged or consolidated,
or to which the assets and business or corporate Must Waimea of such Paying Agont or Bond
Registrar may be sold, shall bo doomed the successor of such Paying Agent or Bond Registrar for
trio outpaces of this Ordinance. If the position of an Paying Agent becomes variant for any reason,
the Board, within 30 days Wyreafter, shall appoint a bank or heel company as Paying Agent or
Bond Registrar, as the case may be, to fill snob vacancy and shall publish notice of suoh
appointment at the times and in the pieces as set forth in Section 914 hereof
Section 1304..Sucecasorahin of City Officers In the event that the office of any officer
or official of Inc City, the Board or the Dcparhnont who is vested with responsibility under this
Ordinance is abolished or any two or mom offices am merged or consolidated, or in the event of
a vacancy in any such office by reason of death, resignation, removal from office or oihanvise,
or in the event any such officer or official becomes incapable of perfomning We duties of his
office by reason of aiekrwss, absence from lira City or otherviae, all powers confen ed and all
obligations mod duties imposed upon suoh officer or official shall Inc performed by the officer or
official succeeding to lhoprinctpal functions thereof or by inc officer or official upon whom such
powers, obligations and Midas aro imposed by law.
78
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Agent on such date in respect of such Variable Bela Bonds in order to satisfy the above
provisions, (Inc Escrow Agent shall, if requested by Inc Depattmonl, pay the amount of such
excess to the I3epartmont fare and clam of any bust, lien, pledge or assignment securing the
Bonds or otherwise existing =dor this Ordinance,
Option Bonds shall be doomed lc have boon paid in accon:Witco with the provisons above
only if them shall have been deposited with the Escrow Agent money in an amount which shall
be sufficient to pay when due Inc maximum amount of principal of and premium, if any, and
interest on such Bands which could become payable to Inc Hoidors of suoh Bonds upon tho
exorcise of any options provided to Inc Holders of such Bonds; provided, however, that if, at the
time a deposit is made with the Escrow Agent, tho options originally oxerolsable by the Holder
of an Option Bond are no longeraxaruisablo, such Bond shall not be considered an Opdon Bond
for Inc purposes hereof, If any portion of the moneys deposited with We Escrow Agent for Inc
payment of tho principal of and premium, if any, and interest on Option Bonds is not required for
such purpose the Escow Agent shall, if requested by the Department, pay the amount tf such
excess to the Department fro end clear of any trust, Ilan, pledge or asslgnmunt securing said
Bonds or otherwise existing under this Ordlnanco.
ARTICLE X111
MISCELLANEOUS PROVISIONS
Soetlan 1301, Effect of Covenants. All covenants, stipulations, obligations and
agreements of the City, the Board and the Department contained in this Ordinaaco shall be
deemed fe be oovonents, stipulations, obligations and agrxmenta of the City, the Board rind (Inc
DeparNront to the roll extant authorized or pennittod by law, and all small covenants,
stipulations, obligations and agreamonts shall hind or Inure to the benefit of the stnocssor or
successors thereof From time to trine end any officer, board, body or commission la whom or to
which any power or duty affecting such covenants, stipulations, obligations and ngreaments is
transferred by or in accordance with law.
Except us olhcrwisa provided in this Ordinance, all rights, powers and privileges
conferred and dutios and Ilabilidcs Imposed upon the City, the Board and (Inc Department or by
the provisions of this Ordinanco shall be exercised or performed by Inc City Commission or (Inc
Board, or the Dopartmanl or by such other officer, board, body or connmission as may be
required by law to exercise such posture or to perform soh duties. Na covenant, silpnlatian,
obligation or agreement herein contained shall Inc deemed to Inc a covenant, stipulation,
obligation or agreement of any mcmb:r, agent or employee of tho City Commission or the Board
In his individual capacity, and neither Inc mcmbem of rho City Commission or (Inc Board nor any
official executing Inc Bonds shall be liable personally on Inc Bonds or be sabJeat to any personal
liability or acceuntabtiity by reason of the Issuance thereof.
Station 1302. Manner of Givinallodcc. Any notion, demand, dimgllonn requasl or other
iastrumcnt authorized or =mired lay rids Ordinance to be given to or filed with Inc City, the
Board, (Inc Trustee or the 1998 Bond Insurer shall be deemed to have been sufficiently given or
filed for all purposes of this Ordinance If and when sent by registered mall, return rocalpt
requested;
77
Section 1305, Inconsistent Onllnanees All 0nlinancos and parts thereof that are
inconsistent with any of the provisions of this Ordinance are hereby doctorial b bD inapplicable
to rho provisions of dila Ordinance,
Section 1306. Headings Not Part of Ordinance. Any (readings preceding the tents of trio
mend 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
Ordinance or effect its meaning, construction or affect.
Section 1307. City. the Board. Dcoarnnant Tnratcu, Bondholders. Insurers, Credit Bank
and Reserve Product Providers Along Have Rights Under Ordinance. Except es otitarw4sc
expressly provided !iambs, nothing in (his Ordinance, expressed or implied, la intended or shall
bo construed to confer upon any person, firm or corporation, other than the City, the hoard, the
Department, the Truot:o, rho Holders of Bonds issued under and secured by this Ordinance, any
Insurnn, any Credit Bank and any Reserve Product Provider, any right, remedy or claim, logal or
equitable, under or by mason of this Ordinance. This Ordinance Is Intended to bo for Inc solo
and exotusive benefit of Inc City, the Board, Ina Department, rho Trustee, Inc Borders, the
insurers, lira Credit Banks and Inc Reserve Product Providers.
Section 1308, EBbtt of Partial Involidily, If any ono or more of the provisions of this
Ordtnanoc or of any Bonds or coupon issued beroundor is held to Inc Illegal or invalid, snob
illegality or Invalidity shall not affect any other provision of this Ordinance or of Inc Bonds, and
rids Ordinance and the Bonds shall bit construed and enforced as if such Illegal or invalid
provision had nol been contained Fannin or therein.
Section 1309. Slate Law Governs. '[Inc Bonds are issued and this ordinance is adopted
with. tho intent that the laws of the State shall govern their coestruadoa
Saotion 1310, Roma] of Ordinance 10115 Upon dafeasancc of tho lien of the 1992
Bonds and the 1993 Gorda in accordance with the requirements of Section 1201 therarf,
Ordinance No. 10115 shall be deemed to have boon ropealed.
Section 1311. Notice, 'ilia City Clerk shall cause to Inc published onee, to a newspaper
published in Inc City, a notice In substantially the following fame:
NOTTCE
NOTICE IS HERBS? GIVEN that Ordinance No. entitled as
follows;
AN EMERGENCY ORDINANCE OF THE CITI' OF MIAMI; FLORIDA
AUTHORIZING THE ISSUANCE OF PARKING SYSTEM REVENUE
BONDS OFTHB CITY OF MIAMI, FLORIDA, INCLUDING THE ISSUANCE
OF AN INITIAL SERIES OF BONDS IN AN AGGREGATE PRINCIPAL
AMOUNT NOT EXCEEDING S14,500,000 FOR THE pURPOSS OF
REFUNDING THB OUTSTANDING PARKING SYSTEM RBVBNUE
00NDS, SERIES 1992A OF THE CITY AND PAYING THE' COSTS OF THE
ACQUISITION AND CONSTRUCTION OF PUBLIC PARKING FACILITIES
79
WITHDI THE CORPORATE LIMITS OF THE CITY OF MIAMI;
AUTHORIZING THE USE OF DEPARTMENT FUNDS TO DEFEASE THE
OUTSTANDING PARKING SYSTEM REVENUE REMINDING BONDS,
SERIES 1993A; 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;
AUTHORIZING. OTHER CLASSES OF INDEBTEDNESS TO BE SECURED
AS HEREIN PROVIDED; SETTING FORTH THE RIGHTS AND REMEDIES
OF THE HOLDERS OF SUCH BONDS; MAKING CERTAIN ODVENANTS
AND AGREEMENTS IR CONNECTION THEREWITH; AND PROVIDING
AN EFFECTIVE DATE,
was duly adopted try the City Commission of the City of Milani, Florida, on Use
day of 1998.
Any action or proceeding to contost the validity of said Ordinance or any
of its provisions muss ba oommenced within thirty (30) days after the publication
of this notice. Attar to expiration of such period of Imitation, no right of nation
at defense founded upon the invalidity of said Ordinance or any of its provisions
shall bo assertod, 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 am City of Miami, Florida.
City Clerk
Section 1312. Provisions Rolatine to Enamors. Notwithslonding any other provisions of
this Ordnance to the contrary, the following provisions shalt apply with respect to the 1998
Bonds or any Additional Bonds hereafter issued the timely payment of the principal of and
Interest on which is insured by a Bond Insumnco Polley;
(a) Except as otherwise provided In paragraph (o) below, an Insurer shall bo
drained to be the Holder of each Bond tnsand by it for purposes of consent to the ulceration and
delivery of any supplemental onlinance or resolution or any amendment, supplement or ahmrg0
lee or modification of this Ordinance and approval of any other action which requires the consent
of Bondholders whose Gonda are insured by such Insurer.
(b) Except as otherwise provided in paragraph (e) below, upon the occurrence
and contnuanco of an Event of Default, an Insurer shall be deemod to be the Holder of each
Bond insured by It for purposes of dlretfiug the enforcement and exorcising of rights and
80
then and In any such event suoh Insurer shalt not be entitled to any rights apce1Eeally granted to
It bemin to consent to, approve or participate in any talons proposed to be whet, by the City [or
the Department], the Tnntnu; a Bondholder or any of then pursuant to this Ordinance or to
receive any notices or other documents or instvments,
[SIGNATURES 0M1I (00]
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remedies granted to the Bondholders undo this Ordinance, and such hisutershall also be cntillod
to approve all waivers of Events of Default with respect to Bonds insured by the Insurer.
Notwithstanding the foregoing, however, any notices of Events of I>etbult hemandor required to
be sent to Bondholders shall be sent to Bondholders as well as each Insurer.
(c) fa the event that the principal andfor interest due on Bonds lowed by an
Insurer shall bo paid by such Insurer pursuant to Rs Bond Insurance Policy, auoh Bonds shall
remain outstanding for all purposes, not bo debased or otherwise satisfied and not he considered
paid by the (senor, and rho pludgo created under this Ordinance and all covenants, agreements
and other obligations of lbo Issuer to the Holders thereof shall continuo to oxlst and shall ran to
the benefit of such Insurer and the Insurer shall be subrogulod to the rights of such Holders.
(d) Except as otherwiso provided in paragraph (e) below, all notices required
to be given to the Holders of a Series of Bands pursuant to the provisions of this Ordinance shall
also be given to tiro Insuror providing tiro Bond Insurance Policy with mooed to smelt Series of
Bonds,
(e) Notwithstanding any other provision contained in this Section 1312 or
elsewhoro in this Ordbance to the contrary;
(i) ]fan Insurer shall bo in default in the due and punctual performance of its
obligations under its Bond Insurance Policy or if such policy for whatever reason is not
then onibrccablo and in full force and offcoli or
(ii) If an Insurer shall apply for or consent to the appointment of a receiver,
custodian, trustee or liquidator of arch Insurer or of all or a substantial part of Its assets,
or shall admit in writing its Inability, or be genawlly rmabte, to pay its debts as such dobta
become due, or shall make a goneml assignment for Use benefit of Its omditors, or
0omm0nee a voluntary case order Use Federal Bankruptcy Code (as now or hereafter in
affect) or shall filo a potltion sceking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, winding up or composition or adjustment of
debts, or shall fall 10 consent in a timely and appropriate manner, or acquiesce in writing
to, any other petition filed against each Insurer in any involuntary easo under said Federal
Bankruptcy Code, or shall take any other action for tho purpose of effecting the
foregoing; or
([II) If a proceeding or case shall be commenced without the application or
consent of alt Insurer, in any court of competent jurisdiction seeking the liquidation,
reorganization, dissolution, winding up or composition or readjustment of debts of such
Insurer or the appointment of a trustee, receiver, custodian, or liquidator or the like of Ito
Insurer or of all or a substantial part of its assets, or similar relief with respect to the
Insurer under any law relating to bankruptcy, insolvency, reorganization, winding up or
composition or adjustment of debts, and such proceeding or case shall continuo
undismissed and an order, judgment or decree approving or ordering any of the foregoing
shall bo entered and continuo unstayod ho effect far a ponied of sixty (60) days from the
commencoment of such proceedings or ease, or any order for relief against the Insurer
shall bo unlorcd in an Involuntary case under said Fedoras Bankruptcy Code;
81
SERIES 2009 ORDINANCE
ORDINANCE NO, 13092
AN ORDINANCE OF THE CITY OF MIAMI, FLORIDA (WITH
ATTACHMENTS), SUPPLEMENTING THAT CERTAIN
ORDINANCE N0. 11693 ENACTED BY THE CITY
COMMISSION ON AUGUST 14, 1998, AS FURTHER
AMENDED AND SUPPLEMENTED; AUTHORIZING THE
ISSUANCE OF NOT TO EXCEED 970,000,000 AGGREGATE
PRINCIPAL AMOUNT OF ITS PARKING SYSTEM REVENUE
AND/OR REVENUE REFUNDING BONDS, SERIES 2009, IN
ONE OR MORE SERIES PROM TIME TO TIME TO BE
ISSUED ON A TAX-EXEMPT AND/OR A TAXABLE BASIS,
FOR THE PURPOSE OF REFUNDING ON A CURRENT
BASIS ALL OF ITS OUTSTANDING TAX-EXEMPT
VARIABLE RATE PARKING SYSTEM REVENUE
REFUNDING BONDS, SERIES 2008 AND ALL. OF IT'S
OUTSTANDING TAXABLE VARIABLE RATE PARKING
SYSTEM REVENUE REFUNDING BONDS, SERIES 2008
AND FINANCING THE ACQUISITION, CONSTRUCTION
AND INSTALLATION OF CERTAIN PARKING FACILITIES;
PROVIDING FOR TIDE FUNDING OF THE RESERVE
ACCOUNT; PROVIDING FOR THE PAYMENT OF CERTAIN
COSTS OF ISSUANCE IN CONNECTION WITH THE
ISSUANCE OF THE SERIES 2009 BONDS; MAKING
CERTAIN FINDINGS AND DETERMINATIONS;
DELEGATING TO THE CITY MANAGER TIE
DETERMINATION OF CERTAIN MATTERS AND DETAILS
CONCERNING THE BONDS; APPROVING THE SENDING
0E A CONDITIONAL NOTICE OF REDEMPTION;
AUTH010IZINO THE REFUNDING OF THE SERIES 20013
BONDS; APPROVING THE SERIES 2009 PROJECT;
AUTHORIZING THE TERMINATION OF THE SWAP
ENTERED INTO IN CONNECTION WITH THETAX-EXEMPT
SERIES 2008 BONDS AND PROVIDING FOR PAYMENT OF
ANY TERMINATION PAYMENT IN CONNECTION
THEREWITH AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A TERMINATION AGREEMENT;
RATIFYING, CONFIRMING AND APPROVING THE
SELECTION OF THE UNDERWRITERS AND LEGAL
COUNSEL BY THE DEPARTMENT FOR THE BONDS;
AUTHORIZING A NEGOTIATED SALE OF THE BONDS;
APPROVING THE FORM AND AUTHORIZING THE
EXECUTION AND DELIVERY OF ONE OR MORE BOND
PURCHASE AGREEMENTS; APPROVING
UNCERTIFICATED BOOK -ENTRY ONLY REGISTRATION
OF THE BONDS; APPROVING THE FORM AND
AUTHORIZING THE DISTRIBUTION OF ONE OR MORE
PRELIMINARY OFFICIAL STATEMENTS AND OFFICIAL
STATEMENTS AND PROVIDING FOR THE SELECTION OF
A FINANCIAL PRINTER THEREFOR; DESIGNATING A
TRUSTEE, PAYING AGENT AND BOND REGISTRAR;
APPROVING THE FORM AND AUTHORIZING THE
EXECUTION AND DELIVERY OF ONE OR MORE TRUSTEE,
PAYING AGENT AND BOND REGISTRAR AGREEMENTS;
APPROVING THE FORM AND AUTHORIZING THE
EXECUTION AND DELIVERY OF ONE OR MORE
DISCLOSURE DISSEMINATION AGENT AGREEMENTS
AND DESIGNATING DIGITAL ASSURANCE
CERTIFICATION, L,L.C., AS DISSEMINATION AGENT
THEREUNDER; AUTHORIZING THE DIRECTOR OF THE
DEPARTMENT TO NEGOTIATE FOR AND OBTAIN ONE OR
MORE BOND INSURANCE POLICIES AND/OR RESERVE
PRODUCTS AND THE CITY MANAGER TO EXECUTE AND
DELVER ANY AGREEMENTS IN CONNECTION
THEREWITH; AUTHORIZING CERTAIN OFFICIALS AND
EMPLOYEES OF THE CITY AND 111E DEPARTMENT TO
TAKE ALL ACTIONS DEEMED NECESSARY OR REQUIRED
IN CONNECTION WITH THE ISSUANCE, SALE AND
DELIVERY OF THE SERIES 2009 BONDS, THE REFUNDING
OF THE SERIES 2008 BONDS AND THE TERMINATION OF
THE SWAP; PROVIDING FOR SEVBRABILITY AND
PROVIDING AN EFFECTIVE DATE,
WHEREAS, pursuant to Ordinance No. 11693, enacted by the City Commission (the
"City Commission") of the City of Miami, Florida (Thu "City") on August 14, 1998, as
suppiumented and amended by Ordinance No 11719, enacted by the City Commission on
October 27, 1998 (collectively, the "1998 Bond Ordinanco"), the Clty Issued itr $13,490,000
original aggregate prinoipal amount of Parking System Revenue Rofunding Bonds, Sorbs 1998,
(the 'Sodas 1998 Bonds') of which $5,925,000 aggregate principal amount is currently
outstanding;
WHEREAS, the Series 1998 Bonds were issued to refund and dufoase all other parting
bonds previously Issued by the Clty pursuant to a separate bond ordinance and to finance the cost
of certain publio perking improvements;
WHEREAS, pursuant to Ordinance No 12457, enacted by the City Commission on
December 18, 2003, as aupplemnlded and emended by Ordinance No, 12778, mooted by the City
Commission on March 9, 2006 (eolloctivcly, the "Series 2006 Ordinance'), In Clty issued as
Additional Bonds under the 1998 Bond osdinanco its $16,805,000 original aggregate pinoipal
amount of Tax -Exempt Variable Rate Parking System Ruvuma Bonds, Series 2006 (tiro 'Tax -
Exempt Series 2006 Bonds') and $3,850,000 Taxable Variable Rate Parking System Revonue
11
2009 Bonds" and, together with the New Moray Series 2009 Bonds, too "Soden 2009 Bonds"),
in on aggregate principal amannt not to exceed $70,000,000; and
WHEREAS, the Series 2009 Bond are to be Issued as Additional Bonds under the 1998
Bond Ordinance for the purpose of providing funds, tugetlror with other available moneys, to (i)
refired on a current basis all of the Refunded Bonds, (i) finance the cost of acquisition,
construction and installation of the Sarin 2009 Project, (Ui) pay any termination payment In
connection with the lamination of the 2008 Swap Agreement, If any, (iv) provide for the
payment of a Reserve Product or provide funds for deposit to the Reserve Account, and (v) pay
the cost of issuance of the Sarirs 2009 Bonds;
NOW, THEREFORE, BRIT ORDAINED BY THE CITY COMMISSION OF THE
CITY OF MIA.MI, FLORIDA:
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Bonds, So6os 2006 (the l'axnblo Series 2006 Bonds" and, logothcr with the Tax -Exempt Sencs
2006 Bonds, the "Sarkis 2006 Bonde') all of which wens refunded as described bolow;
WHEREAS, on March 30,2006, the Clty amended its forward sleeting Interest taro swap
agmemont dated October 12, 2004, consisting of an ISDA Master Agreement, a Schedule to the
Master Agreement and a Confnnalon (as amended, collectively referred to, tho '°2006 Swap
Agreement") with Bear Steams Capital Markets, Ino. (the '2006 Countorparty"), colored into In
connection with tho issuance of the Tax-Exompi Soles 2006 Bonds;
WHEREAS, pursuant to Ordinance No. 13011 enacted by the City Commission on July
10, 2008 (the "Sorios 2008 Ordinance") the City Issued es Additional Bonds under the 1998
Bond Ordinance Its $37,070,000 original aggregate principal amount of Tax•Excmpl Variable
Rate Parking System Revenue Refunding Bonds, Series 2008 (the "Tax -Exempt S01103 2008
Bonds"), all of which is currently outstanding and its $3,880,000 original aggregate principal
amount of Taxable Variable Rato Parking System Revenue Refunding Bonds, Sodkre 2008 (the
"Parable Selos 2008 Bonds" and together with the Tax -Exempt Series 2008 Bonds, the "Series
2008 Bonds"), all of which Is currently outstanding;
WHEREAS, the Scrim 2008 Bonds wens issued to provide funds, together with other
available moneys, to (i) refund on a current basis all of the Sines 2006 Bonds, and (I) pay the
costs of lasanuw of tho Sothis 2008 Bonds;
WHEREAS, on August 28, 2008 rho City and the 2006 Counterparly amended rho terms
of the 2006 Swap Agreement to provide that tho 2006 Swap Agreement would relates to the Tax -
Exempt Scrim 2008 Bonds, and was further amended on January 15, 2009 (the 2006 Swap
Agreement, as amended is referred to heroin as, the "2008 Swap Agreement', to replace the
2006 Cantos -party with JPMorgan Chase Bank N.A. (the "2008 Countarparty');
WHEREAS, duo to tho volatility of the current municipal bond market and the Increased
oust relating to the provision of Altemato Bond Credit Facilities with respect to the Tax -Exempt
Sorino 2008 Bends and the Taxable Series 2008 Bonds, the City desires to provide for the
refunding of all of tiro Sothis 2008 Bonds (hereinafter referred to oolleetively as the "Refunded
Bonds') sit a fixed rale basis;
WHEREAS, in addition to the refunding of the Refunded hoods, the City has detormined
that It is in Mo. lost Intcnat of the citizens of the City that 1t Issue Additional Bonds under and
pursuant to the 1998 Bond Ordinance and this Series Ordinance to finance the cost of curtain
public parking Improvements as moro particularly described herein (the "Sorios 2009 Projoot");
WHEREAS, the City desires to issue as Elsa( Rata Bonds, in ono or MOM Sorter, (T) its
Parking System Revenue Bonds, Tax -Exempt Series 2009 (the "Jew Money Tax-Fxompt Sorios
2009 Bonds"); (ll) ha Parking Systom Revenue Bonds, Taxable Series 2009 (the 'New Money
Taxable Series 2009 Bonds" and, together with the Now Money Tax -Exempt Series 2009 Bonds,
the "Now Money Series 2009 Bonds"); (Ili) Its Paring System Revenue Rnflmdtng Bonds, Tax -
Exempt Sorles 2009 (the "Refunding Tax-Bxompt Sorios 2009 Bonds'); and (iv) its Parking
System Revenue Refunding Bonds, Ta'm610 Series 2009 (the "Refunding Taxable Series 2009
Fonds" and together with rho Refunding Tax -Exempt Soles 2009 Bonds, rho "Refunding Series
Ili
TABLE OF CONTENTS
Page
ARTICLE I
AUTHORITY AND DEFINITIONS
Section 1,02, Incorporation of Recitals 1
Soclon 1.03, Meaning of Words and Tones 1
ARTICLED
FINDINGS
Section 2.01 Findings and Determinations—. ,,,,,,,, .................... ..................... ...........
� �..,.�. �...,... 3
ARTICLE 1Il
THIS 1NSTRUMENTTO CONSTITUTE CONTRACT
ARTICLE IV
AUTHORIZATION OF REFUNDING OF THE REFUNDED BONDS; THE SERIES 2009
PROJECT; DESCRIPTION, FORM AND TBRMS OF SERIES 2009 BONDS
Section 4.01. Authority for Reflecting ofRefimded Bonds; the Series 2009 Project and
Authodzabon for the Issuance of the Series 2009 Bonds 5
Section 4,02, Porm, Denominations, Dais, IMsre i Rates and Mnturlty Dabo,,,,,,,,,,,,,,,,,,,,,,,,,,, 6
Sootton 4,03, Redemption Provisions for the Series 2009 Bands 7
Section 4.04, Execution of Series 2009 Bonds..._8
Section 4.05. Authentication of the Series 2009 Bonds.. ....... ...... ................... .....
Soetion4.06. Book -Entry Only System 9
ARTICLE V
APPROVALS REL•ATINO TO SWAP TERMINATION; AUTHORIZATION OF SALE OF
THE SERIES 2009 BONDS; APPLICATION OF PROCEEDS AND CREATION OF
ACCOUNTS
Section 5.01. Approval of the Termination of tho 2008 Swap Agreement and
Authodzahon of a Swap Termination Payment I2
Section 5.02. Authorization and Approval oFNego0Med Salo of tho Solos 2009 Bonds;
Authorization and Approval of One er Moro Bond Purchase Agreements13
Section 5.03, Application argosies 2009 Bond Precoeds; Creation of Series 2009
Project Account and Cost of Issuance &Momeunt 13
Section 5,04, Bond Fond Accounts and Subaccosnts 13
Section 5.05. Relwto Account 13
ARTICLE VI
AUTHORIZATION AND APPROVAL OF OTHERFINANCINO DOCUMENTS
Section 6.01. Approval of form of One or More Trustee, Paying Agent and Ragtshar
Agreements; Appointment of Paying Agont and Bond Rogistmc14
Section 6,02, Preliminary Official Statements; Offiolsl Statements„ 14
TABLE OF CONTENTS
(continued)
Page
Section 6.03. Approval of tho Form of Ono or Mom Disclosuro Dissemination Agent
Agreements; Appointment ofDissemination Agent—, ........ ........, ........... ...... 14
Section 6,04. Bond Insurance Policy and/or Reserve Product 15
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01, Ratification of Selection of Underwriters and Legal Counsel. Tho City
Commission hereby ratifies, confirms and approves the selection of the
Underwriters with respect to tho Series 2009 Bonds by the Department,,,,,,,,.,,, 16
Section 7.02. Further Authorizations 16
Section 7,03. Applicability of Terms and Provision of the 1998 Bond Ordinonoo,,,,,,,,,,,,,,,,,,, 16
Section7.04. Scvorability,.. 16
Section 7,05, No Third -Party Beneficiaries 16
Section 7.06, Controlling Law; Members of City Not Liable 17
Section 7.07. Repeal of foeonsistent Ordlnanees .-. 17
Exhibit A - Fenn of Bond
Exhibit B - Farm ofTermination Agnomunt
Exhibit C . Font of Bond Purchase Agreement
Exhibit D -Form ofTrustee, Paying Agent and Registrar Agreement
Exhibit E - Form a fPrnliminary Official Statement
Exhibit F- Form of Disclosure Dissemination Agent Agreement
vi
"Financial Advisor" means with respect to the Series 2009 Bonds, First Southwest
Company,
"Seeuriiies Depository" means The Depository Trost Company (a Milted purpose trust
company), Now York, New York, ("DTC') until any successor Soourides Depository shall have
become such pursuant to the applicable provisions of this Series Ordinance and, tbetcafier,
"Securities Depository" shall moan the successor Securities Depository. Any Securities
Depository shall be a securities depository that is a clearing agency under federal law operating
and maintaining, with Its participants or otherwise, a book entry system to record ownership of
beneficial lntnreats in Series 2009 Bends, and to effect transfers of Series 2009 Bonds, In book -
entry Rau,
''Series 2009 Project" means, col1ectivuly, the acquisition, construction and Installation
of a portion of the Courthouse (binge. as more particularly described herein, the acquisition and
installation of PAD machines as described herein, and other improvements to the Parking
System, as determined by the Dcpamnent, including but not limited to electronic parking mctcre,
replacement of vohielos end other Parking System improvements,
"Swap Termination Payment" means the payment, if any, owed by the City to the 2008
Counterpnrty upon early lannknatlon of rho 2008 Swap Agreement.
"Underwriters" moans collectively, Menill Lynch, Pierce, Fenner & Smith
Incorporated, as representative of itself and Y.P. Morgan Securities lno„ RBC Capitol Markets
Corporation, Raymond lames & Associates, Inc. and Goldman Sachs & Co.
[End of Artiota I]
2
C-24
ARTICLE XIV
AIPfHORITY AND DEFINITIONS
Section 1401. Authority. This Ordinance Is enacted and implemented pursuant to the
Constitution and laws of the State of Florida, Including without limitation, Chapter 166, Florida
Statutea, Ito Charter of the City and Sections 209 and 211 of the 1998 Bond Ordinance. This
Ordinance shall constitute the "Series Ordinance" for the Series 2009 Bonds as defined in the
1998 Bond Oidinancc,
Section 1402. Incorporation of Recitals, 'rho City Commission hereby finds and
detarminas and door hereby Incorporate as part of this Series Ordinance the matters sot forth in
the foregoing rootlets,
Seaga 1403, Manion of Words and Terms Ali terms used herein in capitalized
form, except as otherwise defined heroin, shall have the meanings ascribed thereto In Section 101
of the 1998 Bond Oriname, The terms "herein,' "hereby," "horeunde ," "hereinafter" and
other equivalent words refer to this Satins Ordinance as a whole. Words importing singular
number shall include the plural number in each case and vi0a versa, and words Importing persons
shall include firms, corporations or other entitles including governments or governmental bodies.
Words of the masculine gender than. be deemed and construed to include 0Onnlative words of
the feminine and neutral genders, As used herein rite following terms shall have the meanings
sot forth below:
"Board" means the Off -Street Parking Board created by the Charter of tho City.
"Bond Purchase Agreement" means the Bond Purchase Agreement substantially in the
form o1ochod to this Surius Ordinance as Exhibit "C" hereto between Ito Underwriters and the
City with rasped to the sale of the Series 2009 Bonds from the City to the Underwriter,
"Chairman" means the Chairman of the hoard or rite officer succeeding to the
Chairman's principal functions.
"Chief Financial Officer" means the Chief Financial Officer of the Department or his
designee or the officer succeeding the Chief Financial Officer's principal functions,
"Director" anemia the Chief Executive Officer of the Department or his designoo, or the
officer succeeding to the Mentor's prinolpsl functions.
"Department" means the Department of Off -Street Parking of the City created by the
Charter of the City or the department, boar or body succeeding such Department by whatever
ranee at the lime given to such Department and having Jurisdiction over or control of the Parking
System.
"Filed Rate Bonds" means bonds which bear interest at a rate lined to their maturity
date.
ARTICLBXV
FINDINGS
Section 1501, Finches, and Determinations 1Y Is hereby ascertained, determined and
declared that:
(1)
(2)
It Is In the best interests of the City, its citizens and taxpayers 10 issue the
Refunding Series 2009 Bonds as Fixed Rale Bonds in order to provide for a
refunding of all of the Relbnded Bonds.
Tho City is authorized under the 1998 Bond Ordinance and this Series Ordinaries
to issue Additional Bonds for the purpose of finanoing Additional System
Facilities.
(3) 'the City is authorized under the 1998 Bond Ordinance and this Series Ordinance
to lathe refunding bonds and to deposit tho proceeds thereof with rite Trustee
under the 1998 Ordinance and the Series 200E Ordinance fbr the payment when
due of the principal of and interest on the Refunded Bonds.
(4) Because or the lametled and tumultuous nature of the municipal bond market, it
may bo necessary to lssuo the Series 2009 Bonds In multiple Series over a period
of time, with each Series of the Series 2009 Bonds potentially haying difibrent
details and characteristics, anbject to tho parameters set forth herein,
It is necessary In coonocton with tho refunding of Ibe Refimded Bonds to
terminate the 2008 Swap Agreement, and to pay to to 2008 Coonterparty a Swap
Turmhhatlon Payment, In commotion therewith,
(6) In ueooedance with Section 218.385(l), Florida Stotutee, as amended, the City
Commission hereby finds, dotormires and declares that a negotiated solo of the
Series 2009 Bonds, from time to time, is in he best Interests of the City due to the
complexities of rho market and timing of tiro issuance of the Refunding Series
2009 Bonds as rotimding bonds and to provide for tho redemption of all of the
Refunded Bonds, and to provide the lowest interest rate possible for the New
Money Series 2009 Bonds.
(5)
[End of Art Info II]
3
ARTICLE XVl
THIS INSTRUMENT TO CONSTITUTE CONTRACT
Section 1601. Contract. 1n consideration of the acceptance of the Series 2009 Bonds
authorized to bo issued hereunder by those who shall hold the same from time to limo, the 1998
Bond Ordinance as supplemented by this Sodos Ordinance shall bo deemed to bo and shall
constitute a enamel between the City and the Bondholders, The covenants and agreements
heroin set forth and in the 1998 Bond Ordnance to he potfonncd by the City shall be for the
equal benefit, proteotiior and security of the Bondholders of the Series 200913orxis and all Series
2009 Bonds shall be of equal rank and without preference, priority or distinction over any other
Series 2009 Bond or any Outstanding Bonds end with any Additional Bonds hereafter Issued and
Qualified Derivative Payments [elated to any Bonds issued under the 1998 Bond Ordinance, if
any, except as expressly provided heroin.
[End of Artiolo 1111
4
determined by the City Manager mid as sat forth In such Bond Purchase Agreement, for the
purpose of, together with other available moneys, (I) refunding on a current basis all of the
Refunded Bonds; (II) finan.oing the cost of the Series 2009 Project, (it) paying a Swap
Termination Payment, if any; (In) providing for the. payment of a Reserve Product or providing
funds for deposit to the Reserve Account; and (v) paying the costs of issuance of the Series 2009
Bonds.
Each Series of Series 2009 Bonds shall be separate and distinct from the other Series of
Series 2009 Bonds for all purposes of this Series Ordinance and the 1998 Bond Ordinance.
Nohvithntsnding anything to the contrary contained herein, no Series of Series 2009 Bonds shall
be issued until the City has complied with the requirements for the issuance of such Series of
Series 2009 Bonds as Additiaral Bonds tinder the 1998 Bond Ordinance, as supplemented
hereby.
Section 1702. Form Denominations, Date. Interest Rats and Maturity Dates.
Each Series of Series 2009 Bonds aro tonuable only in fully registered form and shall be in
substantially the than thereof set forth In Exhibit "A" to this Series Ordinance, with such
appropriate variations, omissions and Insertions as may be required therein and approved by the
City Manager, The Sudes 2009 Bonds shall be lssned•ax Fixed ]taco Bonds in denominations of
$5,000 or any multiple thereof, or such other denominations and at such times as determined by
the City Manager, Each Series of Series 2609 Bonds shall be dated their date of issuance, shall
be issued In such principal amounts, shall bear interest from the date thereof, payable on the first
day of April and October of each year (each an "Intereu Payment Date"), at such rues and shall
mature on the Arai day of Octabor of each year in accordance with the nsafur$y schedule set forth
In the Bond numbest; Agreement, but not later than October I, 2039, may be subjeot to optional
redemption, provided that any premium on such optional redemption does not exceed 101 % of
the principal amount to be redeemed, may be Issued as Serial Bonds and/or Term Bonds and If
such Series 2009 Bonds are issued as Term Bonds, be subject to payment from Sinking Fund
Requirements by operation of the Sinking Fund Aceomt as set forth in the Bond Purchase
Agreement, as such dates, pdnoipal amounts, rates, and maturity schedule, may be approved by
the Chairman and the City Manager, with tho execution and delivery of the Bond Purohaso
Agreement as described in Section 5.02 horcof being conclusive evidence of the City's approval;
provided, however, that the Series 2009 Bonds shalt be sold to the Underwriters at not less than
ninety-nine percent (99°) (including underwriters' discount but excluding origtoai issue
discount or premium) of the original principal amount of the Series 2009 Bonds and at a true,
intereu cast Into not to exceed seven end one-half percent (7 Ir'2%) per snnum with respect to
the Tax-Exennpt Series 2009 Bonds and not to exceed flight and ono -half percent (8 112%) par
annum with respect to the Taxable Series 2009 Bonds. Series 2009 Fonds shall be numbered
consecutively from R-1•and upwards. Subject to tho foregoing, the aggregate principal amount,
maturities, Interest rates and other terms of the Buries 2009 Bonds shall be as approved and
determined by the Chairman and City Manager and set forth 1n the Bond Purchase Agreement,
with the execution and delivery of rho Bond Purchase Agreement by tho Chairman and the City
Manager being conclusive evidence of the City's approval of the final details and prices of such
Series of Series 2009 Bonds, The Series 2009 Bonds may have endorsed thereon such legends
or text as may be necessary or appropriate to conform to any applicable rules and regulations of
any governmental authority or any usage or requirement of law with respect thereto.
6
C-25
ARTICLE XV1l
AOT 000I0AT(ON OP RERUN MO OF T11P. REFUNDED BONDS;
THE SERIES 2009 PROJECT; DESCRIPTION, FORM AND
TERMS OP SERIES 2009 BONDS
Section 1701. Authority for Refunding of Refunded Bonds[ tiro Series 2009 Protect
and Authorization for the Issuance of the Scrim 2009 Bonds The City hereby authorizes the
issuance of the Series 2009 Bonds from lime to tlmo, In ono or more Series and rho current
refunding of all of rho Refunded Bonds, Any authorized officer of the City is hereby directed to
deliver or causo to be delivered to the holders of the Refunded Bonds all appropriato notices
regarding Ire redemption of the Refunded Bonds as sat forth in the Sothis 2008 Ordinance,
The City homby oppmves the acquisition, construction and installation of the Series 2009
Project, as more particularly described as follows;
The 2009 Project consists of rho acquisition and construction or the acquisition end
installation of the following;
• A portion of a parking garage containing approximately 700 patting spaces with
approximately 34,000 square feet ("s,f.") of office space and approximately 4,500 s,f, of
commercial retail/restaurant rental space on the ground Boor (collectively referred to
heroic as the 0(11 Garage'). The GI Garage will replace the existing $15 parking spoca
garage and a 41 parking spare surface lot currently owned and operated by the
Department. The Department antlelpates untiring approximately 12,000 s.e,, of office
space Itself or to lease such span to other govornmontai entitles.
• Pay and Display automated parking meters ("PAD"). The Department expects to
parches, end Install additional PAD's. PAO's are multi -space pay stations that will
replace individual on -street parking metersand attendants in offatreet parking lots,
which are programmed to accept coins, credit cards and debit cards for payment.
• Miscellaneous other projects that are smaller in size including, but not limited to
electronic patting meters, replacement of vehicles and other Improvements to the Parking
System.
The Series 2009 Project Is considered an Additional System Facilities pursuant to the
1998 Bond Ordinance.
Subject and pursuant to the pmvlaions hereof, Ara Series 2009 Bonds to be known as the
"City of Miami, Florida Parking System Revenue Bonds, Tax -Exempt Series 2009", "City of
Miami, Florida Parking System Revenue Bonds, Taxable Series 2009", "City of Miami, Florida
Parking System Revenue Refunding Bonds, Tax -Exempt Series 2009" and "City of Miami,
Plodda Parking System Revenue Refunding Bonds, Taxable Series 2009", as appropriate, are
hereby authorized to be Issued at one time or from tmo to time as needed in WO or more Series,
seam** or combined, in an aggregate principal amount not to oxoeed Seventy Million Dollars
($70,000,000), with to numbers of Series and the exact principal amount for such Series to be
Except as otherwise. provided In Section 4.06 hereof, tho principal of and redemption
premien+, if any, on the Seres 2009 Bards shall be payable upon presentation and surrender at
the principal office of the Paying Agent, Interest on the Series 2009 Bands shall be paid by
Meath or draft drawn upon bit Paying Agent and maikd to the rogisterrd owners of the Series
2009 Bonds at the addresses as they appear on the registration books maintained by the Bond
Registrar at the close of business on the 15th day (whether or not a business day) of the month
next preceding tho Interest Payment Date (the "Record Date"), irrespecttvo of any transfer or
exchange of such Series 2009 Bonds subsequent to such Record Date and prior to saeh Interest
Payment Dale, unless the City shall be in default in payment of Interest due on such Interest
Payment Date; provided, however, that (I) If ownersbip of Series 2009 Bonds is maintained 1n a
book -entry only system by a Securities Depository, such payment may be mode by automatic
tends transfer (wire) to such Soouritfes Depository or Its enmities, or (IQ if such Series 2009
Bonds aro not maintained Ina book -entry only system by a Securities Depository, upon written
request of the Holder of $1,000,000 or more in principal amount of Series 2009 Bonds, such
payments may too made by wire transfer to the bank and bank account specified in writing by
snob Holder (such bank being a bank within the continental United States), if such Holder bas
advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or
authorized the Paying Agent to deduct the cast of such wire transfer from the payment due such
Holler, In the event of any default in the payment of interest, such defaulted Interest shall be
payable to the persons in whose names such Series 2009 Bonds are registered at tho close of
bosinces on a speoial record date for the payment of such defaulted interest es established by
notice deposited in the U.S. mail,, postage prepaid, by the Paying Agent to the registered
Chvners of the Series 2009 Bonds not less than fifteen (15) days preceding such special record
date. Such .notice shall be malled to the persons in whose names the Series 2009 Bonds are
reglstored at the close of buoinoss on tho A0h (5th) day (whether or not a business day) preceding
the date of mailing. Interest on the Series 2009 Bonds shall be computed on the basis of a 360.
day year of twelve 30-day menthe.
Section 1703. Redemption Provisions for the Series 2009 Dirndl,
(1) Optional Redemption The Series 2009 Bonds may be subject to redemption prior
to maturity u the option of the City, In whole or in part at such lime or limas, and at the
rolompdon prices, as approved and determined by the Chairman and die City Manager, as set
forth in the Bond Purchase Agreement; provided, homier, Ate redemption premium on the
Series 2009 Bonds shall not exceed the amount set forth in Section 4.02 hereof. The execution,
and delivery of the Bond Purchase Agreement by the Chairman and the City Manager shall be
conclusive evidence of the City's approval of the optional redemption provisloes oantained
therein relaling to the SOdes 2009 Bonds,
(2) Mandatory Sinking Fund Redemption The Series 2009 Bonds consisting of
Term Bonds, teeny, shall too subject to mandatory redemption prior to maturity to the extent of
the Sinking Fund Requirements therefor at the principal amount of such Series 2009 Bonds to be
redeemed, plus accrued interest to the date fixed for redemption, but without premium, for which
there is a $Inking Fund Requirement due on such Series 2009 Bonds. The Sinking Fund
Requirements and redemption date or dates for the Series 2009 Bonds consisting of Tenn Bonds
shall be as approved and determined by the Chairman and the. City Manager, all as set forth in
the Bond Purchase Agreement. The execution and delivery of the Bond Purchase Agreement by
7
the Chairman and the City Manager shall be conclusive evidence of the City's opprovel of the
mandatory sinking fund redemption provlsians contained therein relating to the Soles 2009
Bonds.
(3) Extraordinary Optional Redemotion The Series 2009 Bonds are subject to
extraordinary optional redemption as provided In Section 302 of the 1998 Bond Ordinance, as a
whole or in pan at any time upon payment of 100% of the principal amount of the Series 2009
Bonds to be mdoomed, plus Interest accrued to the redemption date, If the Department uxeroises
its option to redeem the Series 2009 Bards pursuant to Section 710 of the 1993 Bond Ordinance.
(4) Notice of Redemption of the Series 2009 Bonds, Except as otherwise provided
herein, notice of redemption of iha Series 2009 Bonds shall be as provided In Section 304 of the
1998 Bond Ordinance.
Notwithstanding anything to the oontmry contained herein and In the 1998 Bond
Ordinance, so long as the Series 2009 Bonds are held under a book -entry system by a S00uridos
Depository, notices of redemption shall be sent only to the Securities Depository or its nominee.
Selection of book -entry interests in the Series 2009 Bonds called, and notice of the call to the
ownots of those interests called, is the responsibility of the Securities Depository pursuant to Its
rules and procedures, and of its participants and indirect prutieipants. Any failure of the
Securities Depository to advise any participant, or of any participant or any Indirect participant to
notify the owner of a book -entry interest, of any such notice and its content or effect shall not
arrest the validity of any proceedings for the redemption of any Series 2009 Bonds,
If applicable, in the case of optional redemption only, such notice may bo given as a
conditional notice of redemption, in which case such notice shall state tho condition and provide
that if such condition Is not met on or prior to such redemption date, no such redemption shall
occur.
Section 1704. Execution of Series 2009 Bards, The Series 2009 Bonds shall bo
executed in the name of the City by the City Manager and the seal of the City shall be Imprinted,
reproduced or lithographed on the Series 2009 Bonds and attested to and countersigned by the
City Clerk, In addition, the City Attorney shall sign the Series 2009 Bonds, showing approval of
the form and correctness thereof. Thu signatures of the City Manager, the City Clerk and the
City Attorney on the Series 2009 Bonds may be by facsimile. If any officer whose signature
appears on the Series 2009 Rivets ceases to hold office before the delivery of the Series 2009
Bonds, his signature shall nevertheless be valid and suf8oicnl for all purposes. in addition, any
Series 2009 Bond may bear the signature of, or may be signed by, such parsons as at the actual
time of execution of such Series 2009 Bond shall bee the proper officers to sign such Series 2009
Bond, although at the date of such Series 2009 Hoed ar the date of delivery thereof such poisons
may not have been such officers.
Section 1705. Authentication of the Series 200e Bends, Only such of the Series 2009
Bonds an shall have been endorsed thereon by a csnlfioate of authentication substantially in the
form set forth in Exhibit A, duly manually executed by the Bond Registrar, shall bo entitled to
any right or benefit under this Series Drill/twice or the 199E Bond Ordinance, No Series 2009
Bond shell too valid or obligatory for any purpose unless and until such certificate of.
8
2009 Bonds, for (Inc purpose of giving notices of redemption and other matters with nspeet W
such Series 2009 amass for the purpose of registering transfers with respect to such Series 2009
Boards, and for all other purposes whatsoever, Tho Paying Agent shall pay all principal of,
redkmpton premium, If any, and interest on such Series 2009 Bonds only to or upon the order of
DTC her any such other depository then in effect) and all such payments shall be valid and
effective to Rutty satisfy and discharge the City's obligations with respect to payment of principal
of, redemption premium, Irony, and Interest an such Sedea 2009 Bonds to the extent of the sum
or sums so paid. No person other than DTC (or any such other Securities Depository then In
effect) shall receive Series 2009 Bonds avddeseing the obligation of tho City to snake payments
of amounts due pursuant to this Series Ordinance. Upon delivery by DTC (or any such other
Securities Depository then in effect) to the City of written notice to the effect that DTC (or any
such other Securities Depository then in effect) has detotmincd to substitute a new nominee in
place of an existing nominee, and subject to the provisions in this Series Ordinance with respect
to Interest checks or drafts being mailed to the registered Owners at the close of business on the
Record Date, the namo of the existing nominee in this Series Ordinance shall refer to such new
nominee,
(a) The Secudtles Depository may determine Se diseantinue providing its
services with respect to the Series 2009 Bonds at any time by giving written notice to the
City and the Bond Registrar and diseherging Its responsibilities with respect thereto under
applicabletem,
(b) The City, In its sole discretion and without the consent of any other
person, may loominrde to services of a Securities Depository with respect to the Series
2009 Bonds If the City determines that the continuation of the system of bank -entry -only
transfers trough such Securities Depository Is not in tho best interests of die Beneficial
Owners of rise Series 2009 Bonds or Is burdensome to the City, and shall terminate the
services of such Soenritice Depository with respect to the Series 2009 Bads upon receipt
by the City and the Bond Registrar of written notice from the Securities Depository to the
effect that it Is received written make from its participants having interest, as shown In
the records of the Securities Depository. in an aggregate principal amount of not less than
fifty percent (50n of the Series 2009 Bonds that: (1) the Securities Depository is tumble
to discharge its responsibilities with maned to the Series 2009 Bonds; or (d) a
continuation of the requirement that all of the Outstanding Series 2009 Bonds bo
registered In rho registration books kept by the Bond Replant/ in the name of the
Securities Depository's nominee is not In the best interest of rho Beneficial Owners of the
Sorter 2009 Bonds.
(o) Upon rho temninatlon of the services of the SeoudtesD)epository with
respect to the Series 2009 Bonds pursuant to subsection (o)(2)(11) honrof, or upon the
disoont❑uanoe or termination of the services of the Securities Depository with respect to
the Series 2009 Bonds pursuant to subsection (0)(1) or subsection (aX2)(l) hereof after
which no substitute Securities Depository willing to undertake the funeton of the
existing Securities Depository hereunder can be foued rehioh, in the opinion of tie City,
is willing and able to undertake such functions upon reasonable and customary terms,
such Series 2009 Bonds shall no longer too restricted to being toglstered in the registration
books kept by the Bond Registrar in rho name of the Securities Depository's nominee, In
10
C-26
authentication shall have been duly manually excontsd by the Bond Registrar, and such
certificate of the Bond Registrar upon any such Series 2009 Bond shall bo conclusive evidence
that spelt Series 2009 Bond has been duly outheatioated and delivered under this Series
Ordinance and the 1998 Band Ordinance. The Bond Registrar's conifi0te of authentication on
any Series 2009 Bond shall be deemed to have been duly executed If signed by an authodzed
officer of the Bond Regishat, but it shall not bu necessary that the same officer sign the
certificate of aathendoalton on all of the Series 2009 Bonds that may bo issued hereunder at any
one time.
Seodon f706, Book -Entry Only System. The Series 2009 Bonds are to be issued as
rmcenlficuted securities, pursuant to the book -entry only system ntaintsinrd by a Securities
Depository, subject to the terms and provisions hereof. Upon initial issuance of each Series of
Series 2009 Goads, and until such Series of Series 2009 Bonds am no longer maf ntaieed through
a Securities Depository book -entry only system, the registered Owner of ail the Series 2009
Bonds shall be, and the Series 2009 Bonds shall too registered in the name of, Cede & Co., as
nominee of DTC, Each Series of Series 2009 Bonds shell be initially issued In the farm of
separate single typewritten Series 2009 Bond for each maturity of each Series of Series 2009
Bonds,
(1) The provisions of this Section cony be changed or varied with respect to any
5odos 2009 Bonds for the purposes of (1) complying with the requirements of any automated
depnshory and eleadnghouse for securities transaction and (2) effectuating any booleenby only
registration and payment system. During any and all times that any of the Series 2009 Bonds are
registered in the name of any Securities Depository pursuant to a book -entry only system of
registration, sects Securities Depository shalt for all purposes under this Series Ordinance be
considered the registered Owner of such Series 2009 Bond and all references herein to the
registered Owners or Holders shall mean such Securities Depository.
(2) With respect to any Series 2009 Bonds registered in the tame of Cede & Co., as
nominee of DTC, or otherwise hold pursuant to a book entry only system nrokdslned by another
Securities Depository, the City, the Bond Registrar and tho Paying Agent shall have no
responsibility or obligation to any DTC participant (or any participant of such other Securities
Depository) or to any beneficial owner (the "Beneficial Dienes") ofsuch Soles 2009 Bonds. As
to any Series 2009 Bonds maintained through a book -entry only system, without limiting die
immediately preceding sentence, the City, the Trustee, the Bond Iteglsimr end the Paying Agent
shall have me responsibility or obligation with respect to (I) the aocuraoy of the records of DTC,
Cede & Co. or any DTC participant (or any such other Securities Depository) with hapi ct to any
beneficial ownership Interest In such Series 2009 Bond, (ii) the delivery to any DTC participant,
any Benoliclal Owner or any other person, other than DTC (or any such other Securities
Depostory), of any notice with respect to such Series of Bonds, including arty notice of
redemption, or (di) the payment to any DTC ponloipart, any Beneficial Owner or any other
person, other than DTC (or any such other Securities Depository), of any amount with respect to
pnneipal of, redemption premium, if any, or interest on such Series 2009 Bonds.
Notwithstanding any ocher provision of this Series Ordinance to the contrary, the City, the
Trustee, the Bond Registrar and the Paying Agent shall be enticed to beat and consider DTC (or
any such other Securities Depository) a9 the absolute Owner of such Series 2009 Bonds for the
purpose of payment of principal of, redemption premium, if any, and interest on such Series
9
such event, the City shall issue and the Bond Registrar shall authenticate bond certificates
as requested by the depository of the like principal amount in aatterized denominations
to the ideari0able Beneficial Owners in replacement of such Beneficial Owners'
beneficial interest In the Series 2009 Bonds,
(d) Notwithstanding any other provisions of this Series Ordinance to the
ontrary, so long as any Series 2009 Bonds is rogiston el in fire name of the Securities
Depository's nominee, all payments with respect to the pdnclpal of, redemption
premium, !Foy, and interest on the Series 2009 Bonds and all notices with respect to the
Series 2009 Bonds shall be made and given, rupectively, to such Securities Depository
as provided to the representation letter (or other singlet document required by the
Securities Depository) of the City and the Bond Registrar addressed to tin Socudties
Depository with respect to the Series 2009 Bonds.
(e) in connection with any notice or other communication to be provided to
Bondholders pursuant to this Series Ordunnce or the 1998 Bond Ordinance by the City
or the Bond Registrar with respect to any consent or other notes to be taken by
Bondholders, the City or tan Bond Registrar, as the case may be, skull establish a record
date for auch consent or other codas and give the Securities Depository notice of such
record date not less than (Moen (15) calendar days in ndvana of such record date to thc
extent possible,
[find of Article IY]
11
ARTICLE XVIII
APPROVALS RELATING TO SWAP TERMINATION; AUTHORIZATION OF SALE
OP THE SERIES 2009 BONDS; APPLICATION OF PROCEEDS
AND CREATION OF ACCOUNTS
Section 1801. Approval of the Termination of the 2008 Swap Agreement and
Authoritelen of a Swap Termination Payment, The termination of the 2008 Swap
Agreement is hereby authorized and approved and the payment of the Swap Termination
Payment related thereto from the proceeds of the Series 2009 Bonds Is hereby authorized. The
City Commission hereby authorizes and directs the Chairman and the City Manager to detemtine
the final provisions relating to the termination of the 2008 Swap Agreement, including Rho
determination of the amount of the Swap Termination Payment. The City Manager Is hereby
authorized to Doane and the City Clerk is hereby authorized to attest to, seal and deliver any
termination agreement relating to the termination of the 2008 Swap Agreement, in substantially
the form approved al this meeting and attached hereto as Exhibit "B," subject to such changes,
insertions and omissions and ouch filling in of blanks therein as hereafter may be approved by
the Chairman and the City Manager upon rho advice of the City Attorney, Bond Counsel and the
Financial Advisor, the final form of which Is to be approved by the City Attorney. The
execution, attestation and delivery of the termination agreement, as described herein, shall be
conclusive evidence of the City's approval of any such dotenoina0ons, 0hang00, Insertions,
omissions or tilting in of blanks.
Seddon 1802 Aulborizetion and Aeeroval of Negotiated Sate of the Series 2009
Bonds: Authorization and Approval of One or More Bond Purchase Agreements. Based on
the finding set forth In Atticle 11 hereof, the City Commission hereby approves Otto negotiated
loath of the Sorh`s 2009 Bonds to the Underwriters from than to time and the Series 2009 Bonds
shall be sold and awarded to the Underwriters upon the terms and conditions set forth herein and
as sot forth in such Bond Purchase Agreement,
The execution and delivery of ono or more Bond Purchase Agreements is hereby
authorized and approved The City Commission hereby authorizes and directs the Chairman and
the City Manager to determine the final provistons of the Bond Purchase. Agreement, within the
panuneters for such Series of Series 2009 Bonds set forth In Section 4.02 of this Series
Ordinance. Upon compliance by the Underwriters with the requirements of Section 218.385(2)
and (3), Florida Statutes, and Section 218.385(6), Florida Statutes, by delivering the 'truth -in -
bonding statement" end the "disotosure slatrmont" required by said statutory provisions, the
Director and the City Manager are hereby authorized to execute and the City Clerk is hereby
authorized to attest to, seal and deliver one or more Bond Purchase Agreements In substantially
the farm approval at this matting and attached hereto as Bxhibil 'V, subject to such changes,
insertions and omissions and such tilling in of blanks therein as hereafter may be approved and
made by the Director and the City Manager epee the advice of the Financial Advisor, the City
Attorney and Bond Counsel. Tho oxocution, attestation and delivery of the Bond Purchase
Agreement, as described herein, shall be conclusive evidence of the City's approval of any such
determinalons, changes, Insertions, omissions or filling In of blanks,
12
ARTICLE 201X
AUTHORIZATION AND APPROVAL 0P 011113R FINANCING DOCUMENTS
Section 1901, Approval of Form or Ono or More Trustee. Parini Areal and
Jtegjetrar Aereementoe Appointment of ?Irvine Anent and Bond Reeistrar, The execution
and delvoty of one or mom 'Dwane; Paying Agent and Registrar Ag,wete'ds Is hereby authorized
and approved. The City Commission hereby matborizes and directs the Chairmen and the City
Manager to doternerte the final provisions of such 'frusta; Paying Agent and Registrar Agreement.
The Chairman end the City Manager are hereby uuthorincd to execute end the City Clerk Is hereby
authorized to attest to, seal and deliver such Trustee, Paying Agent and Registrar Agreement in
substantially the form approved et this meeting and attached hereto as Exhibit "D", subject to suoh
changes, insertions and missions and such tiling in of blanks therein as hcrcaler may be approved
and made by the Chairman and the City Manager upon the advice of the City Attorney and Bond
Counsel. The execution, attestation and delivery of the Trustee, Paying Agent end Reglsuur
Agreement, as described heroin, shall be conoluelve evidence of the City's Approval of any such
datum Mations, changes, insertons, orelsakms or Ililag in of blanks. TD Hark National
Association is hereby designated as the Ttvsb.e under the 1998 Bond Ordinance and the Paying
Agent and the Bond Registrar for the Series 2009 Bonds.
Section 1902 Preliminary ()Vidal Statemenfst Welt' Staternolo. The use of one
or more Preliminary Official Statements in connection with the mi nkeing of the Series 2009
Bonds is hereby authorized. 000 or more Preliminary Within( Statements in substantially the
fort at[mhed hereto as Exhibit "E" Is hereby approved with such changes, insertions and
omissions and soh filling in of blanks therein es may be approved by the Chairman and the City
Manager. The Chairman and the City Manager am hereby authorized to approve and execute, on
behalf of the City, one or more Oflolal Statements relating to the Series 2009 Bonds with such
changes from such Preliminary Offoial Statement, within the authorizations and limitations
contained herein, as the Chairman end the City Manager in consultation with the City Aitomey,
Bond Counsel and the City's disclosure counsel In their solo discretion, may approve, such
execution to bo conclusive evidence of such approval. The Chairman and the City Manager are
hereby authorized to deem such Preliminary Offielel Statement final for the p0p0005 of Rule
[502.12 of the Sooudles and Exchange Commission (the "Rule"), and to execute such
documents as may be necessary therefore, The Director or his designee is hereby authorized to
provide for the printing of one or more Preliminary Official Statements and the Official
Statements by the lowest and most responsive bidder therefor and the payment of the cost of
such printing is hereby authorized to be paid from the proceeds of the Series 2009 Bonds.
Section 1903. Approval of the Form of One or Mores Disclosure Dissenting -the
Aeeot Aereomenlst A000iatment of Dissemination Avant, For the benefit aeries Holders and
Beneficial Owners from lime to Erne of the Series 2009 Bonds, the City and the Department each
agrees in accordance with the Rule, and as the only obligated potions with respect to the Series
2009 Banda under the Rule, to provide or cause to be provided such financial bnforenolon and
operating data, financial statements and notices, In such mariner, as may be replan for purposes
of paragraph (b)(5) of Rho Rule, In order to describe and speoify certain terms of the City's
continuing disclosure agreement, including provisions for enremament, nmendmont end
termination, the Chief Financial Officer is hereby motherland and directed to sign and deliver, in
14
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Sullen 1803, Apeltntiun of Series 2009 Bond Proceeds; Creatlon of Series 2009
Prole -et Account and COMI of Temente Subaccounf, Tho proceeds recolvcd from rho sale of flan
Series 2009 Bands shall be applied by the City, simultaneously with delivery of the Series 2009
Bonds as provided in a certificate of the Director delivered at closing.
A portion of the Series 2009 Bond proceeds as sot forth in such certificate of the Director
shall be dopesild in a separate mo0oumt within the Cease -eaten Fund designated `Series 2009
Project Account" which is hereby established with the Deportment and used solely to pay the
Cost of rho Series 2009 Project as provided in the 1998 Bond Ordinance. Within the Series 2009
Projeot Account, them Is hereby established sopuuule subaocounts designated as `Tex -Exempt
Sobaccount" and 'Taxable Subae ount" into which the proceeds of the Tax -Exempt Series 2009
Bonds and Taxable Series 2009 Bonds, respectively, will be deposited, In addition, [here is
hereby further established separate subaccounls Within the Series 2009 Project Account
designated es "Series 2009 Tax -Exempt Cost of Issuance Shbaceount" and 'Series 2009 Taxable
Cost of Issuance Subacaeunt" to which the respective portions of the Tax -Exempt Series 2009
Bond proceeds and Taxable Series 2009 Bond proceeds as set forth In such certificate of tho
Director shall be deposited end soh proceeds shall be disbursed far payment of expenses
incurred in connection with the issuance of the Series 2009 Bonds (including payment of the
expenses of the City), Any balance remaining in the respective Cost of Issuance Subaccounts
after payment or provision for payment of such costs and expenses have been made shall be
transferred to the respective Tax'Bxerept or Taxable Subaccaunts Series 2009 Project Account
end used to pay Costa of the Series 2009 Project
Section 1804. Rend Fund Accounts and Subeecounls. In accordance with the terms
and provisions of the 1998 Bond Ordinance including but not limited to Section 501 thereof, the
City hereby authorizes rho ospbiishmont with the Trustee and the Depatmrent, as applicable, of
appropriate accounts end subaceounts of the Bond Fund established under the 1998 Bond
Ordinance for both rho Taxable Series 2009 Bonds and Tax -Exempt Series 2009 Boards,
in0luding in particular a Series 2009 Principal Account, a Series 2009 Interest Accent and a
Series 2009 Sinking Fund Account, If applicable, and separate subaceounts for the Taxable
Series 2009 Bonds and the Tax-Ewtmpt Series 2009 Bonds, therein foreooh Account,
Section 1805. Rebate Account. There la hereby created within the Rebate Account of
the Miami Puking System Fend held by the Dopadm0nl in a Depository a subeecomn to be
known as the 'Series 2009 Rebate Subleasing," Such Series 2009 Rebate Subaccount shall be
kept separate and apart from all other accounts of the Department and used for the purposes
provided in Section 516 of the 1998 Bond Ordinance. Funds on deposit in the Series 2009
Rebate Sutnaeeount in excess' of the rebate amount, may be withdrawn and used by the
Department for any lawful purpose.
[End of Article V7
13
the name and on behalf of the City and the Department, one or more Disclosure Dissemination
Agent Agreements (tho "Disclosure Disseminalaa Agent Agreements") with Digital Assurance
Certification LLC ("DAC"). In substantially the form attached hereto as Exhibit "P", with such
changes, insertions and omissions and sock filling -in of' blanks therein as may be approved by
the Chief Pinanobob Officer and in consultation with the City Attorney, Bond Counsel and the
City's disclosure counsel, the final form of which is to be approved by the City Attorney. The
execution and delivery of ono or mom Dloolosere Dissemination Agent Agreements, for and on
behalf of the City by the Chief Financial Officer, shall bo deemed conclusive evidence of the
City's and Department's approval of ono or more Disclosure Dissemination Agent Agreements.
Netwithsanding any other provisions of this Series Ordinance, any failure by tho City ar the
Department to comply with any provisions of such Disclosure Dissemination Agent Agreement
or this Section 6,03 shall not constitute a default under this Series Ordlnanee or the 1998 Bond
Ordhtance and the remedies therefor shall be solely as provided in the Disolosure Dissemination
Agent Agreement. DAC to hereby appointed dissemination agent under any Dbolosure
Dissemination Agent Agreement.
Section 1.904, Bond Insurance Policy andlor Reserve Product. In order to produce
the lowest ton: Interest cost possible for the Series 2009 Bonds or any Series or any portion
thereof, the Director Is hereby authorized to aeenla one or mere Bond Insurance Policies In the
form of a municipal bond insurance policy and/or one or more Reserve Poliaies, in the form of a
rescrvo surety or letter of credit, with reapene to the Series 2009 Bonds, if, after consultation with
the Fkencial Advisor and the Chief Financial Officer, the Director determines that obtaining
such Bond Insurance Policy ondlor Reserve Product is in the best interests of the City, The
Director is hereby authorized to provide for lee payment of any premium(s) on such Bond
Insurance Polley and/or Reserve Product from the proceeds of the issuance of ouch Series of
Sedea 2009 Benda and rho Chairman and OM City Manager are hereby aelhoizad to enter into
such agreements as may be necessary to secure such Bond Insursn0 Polley and/or Reserve
Produot. The Chairman's and City Manager's execution of any such agreements, after
consultatoo with the City Attorney and Band Counsel, Is to be conclusive evidence of the City's
approval thereof, the final form of which is to be approved by the City Attorney,
[End of Article VIj
15
ARTICLE 3(X
MISCELLANEOUS PROVISIONS
Sootion2001. Ratification of Selection of Underwriters and 1.4211l Coonael. Tho
City Commission hereby ratifies, confines and approves tho selection of Ma Underwriters with
respcet to the Scrics 2009 Bonds by the Doparhnant. Tiro City Commission hereby ratltive,
Confmts and approves the selection by tlo Department with respect to tiro Series 2009 fronds of
Squire, Sanders 4o Dempsey L,L,P„ as Bond Counsel and Bryant Millar Oliva P.A., as disclosure
counsot to the Depardnent and City, as approvod further by the City Attorney,
Section 2002, Further Authorizations. Tho City Manager, the Chairman, the Director
end die Chief Financial Officer or any of them and the City Clerk and tho City Attomoy and such
other officers and employees of the City as may bo designatrxl by the City Manger or the
Chairman or either of them are oaoh designated as agonts of the City and tho Department la
Connection with the solo, issuanw and delivery of the Series 2009 Bonds and ere authorized and
empowered, collectively or individually, to take all action and steps and to execute all
insfumanls, documents and contracis on behalf of the City, including, but not limited to, the
eoloctian and hiring ofony professionals or orators providers and the execution of documentation
roquirod 1n commotion with the negotiated sato of tho Sodas 2009 Bonds to rho Underwriters,
that are necessary or desirable in connection with the sale, oxeoution and delivery of the Series
2009 Bonds, and which arc specifically authorised or aro not inconsistent with the terms and
provisions of this Series Ordinance, the Bond Purchase Agreement, the Tmstao, Paying Agent
Sind Registrar Agreement, the Disclosure Dissomination Agent Agreement, Ira Official
Statement or any notion relating to tiro Series 2009 Bonds heretofore takon by Oho City nr tho
Department on behalf of Oho City. Such officers and those so doslgnalod aro hereby charged with
the responsibility for the Issuance of the Sorics 2009 Bonds. Any and all costs incurred in
connection with the issuance of tin Sarkis 2(709 Bonds and/Or the refunding of the Roflmded
Bonds are hereby authorised to bo paid from dos proceeds of Oho Series 200913onds,
Section 2003. Applicability of Terme rind Provision of the 1998 Band Ordinance,
To tiro extant that such forts and provisions of the 1998 Bond ordinance ate not inconsistent
with the terms and provisions of this Scrics Ordinance, such towns and provisions of the 1998
Bond Ordinance shall apply equally to time Series 2009 Bonds and shall bo deemed Incorporated
by reforenoe into this Series Ordinance.
So9don2004, feyerabilits. If any one or more of oho covenants, agreements or
provisions of this Series Ordinanoe should be bold contrary to any oxpross provision of law or
contrary to any express provision of law or contrary to Oho policy of express law, though not
oxpressly prohibited, or agahnst.publlo policy, or shall for any reason whatsoever be held invalid,
then such covenants, agreements or provisions shall be null and void and shall be deemed
severed from the remaining covenants, agnxmonto or provisions of this Series Onlioance or of
the Series 2009 Bonds issued homunder,
Becton 2005. No Third -Party Beneficiaries, Except es herein otherwise expressly
provided, nothing in this Series Onlinnnco oxprussrx! or implied is intended or shall be constrod
to confer upon any person, Brtn or corporation other than the parties hereto and the Owners and
16
Seotion2008. Effective Data. This Ordinance shall become effective immediately
upon its enactment and aignatum of the Mayor,'
PASSED AND ADOPTED this day of , 2009.
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM AND CORRECTNESS:
City Attorney
r lithe Mayor doss oat sign this Onlfrrenco, it shall become etlbcI0vent Ere end of ten calendar days Nat thedetail
WAS Kasai! and enacted. If he Mayervcbes Ihle Onliomee, it shell become effective ire nedistsly upon override
of the veto by n,eeity Commission,
18
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Holders of lire Series 2009 Bonds Issued under end secured by this Series Ordinanco, any rights,
remedy or Claim, legal or umiak, under or by mason of this Series Ordinance or any provision
homof, this Series Ordinance and all its provisions being lnlonded to be and boing for the sole
and oxclusivo bonefn of the parties heroic, and Iiw Owners and Holders from time to time of tiro
Bodes 2009 Bends issued hereunder.
Sevtion2006, Ceti) rolling Lana Members of City Not Liable, All covenants,
stipulations, obligations and agreements of the City contained in this Series Ordinoneo shall bit
deemed to be covenants, sdpulations, obligations and agreements of the City to the full extant
authorized and provided by the Constitution and laws of the Stoto. No uavanant, stipulation,
obligation or agreement contained heroin shall be deemed to ha a covenant, stipulation,
obligation or agreement of any present or future member, agent or cmployeo of the City in their
individual eapaoity, and mepher the members of the City nor any official executing Ora Sorios
2009 Bonds shall bo liable personally on the Sorien 2009 Bonds or this Series Ordinance or shall
be subject to any personal liability or aocnuntability by reason ofthu issuance or the execution by
the City or such members thou -of.
Section 2007. Arnggl of Inconsistent Ordinances. All Ordinances or parts thereof In
conflict horowith am to flan oxleot of such conflict superseded and rvpoaled,
[Slgnatum Page Follows]
17
IRkts PAo0 tl10N7t0NALLY Lear BLAND;