HomeMy WebLinkAboutCombined Attachment ACOMBINED ATTACHMENT A
February 6, 2019 MPA Board Minutes and Memorandum, RFP, and Commitment of the Lender
40 NW 3rd Street
Suite 1103
Miami, Florida 33128
Phone (305) 373-6789
Fax (305) 371-9451
www.mfamiparking.com
TO: Honorable Chairperson and Members of the Off -Street Parking Board
FROM: Arthur Noriega V, Chief Executive Officer, Miami Parking Authority
SUBJECT:
Approving the competitive selection of Capital Bank and authorizing the execution
of a Line of Credit Agreement not to exceed Ten Million Dollars in accordance
with RFP No. 8-12; and supporting the adoption of an Ordinance by the City of
Miami Commission effectuating the Line of Credit
DATE: February 6, 2019
On December 21, 2018, the Miami Parking Authority ("MPA") issued Request for Bank Loan
Proposals: In an Amount Up to $10, 000,000. 00 Revolving Line of Credit - RFP 18-12 ("RFP") t
Following the release of the RFP, the MPA received a total of four (4) proposals from interested
financial institutions. At a duly noticed public meeting held on January 23, 2019, the Evaluation
Committee qualified the proposals in the order of ranking, as follows:
1, Capital Bank
2. Synovus Bank d/b/a Florida Community Bank
3. Regions Capital Advantage, Inc.
4. PNC Financial Services Group
Based on the terms, conditions and criteria delineated in the RFP, the Evaluation Committee
proffered the selection of Capital Bank as the highest ranked -responsive proposer for the provision
of a Ten Million U.S. Dollars (USD$10,000,000,00) line of credit ("Line of Credit"). The Line of
Credit shall be used to fund capital improvement projects, including land acquisition, new parking
facilities and related projects, improvements to existing parking facilities, and other system related
projects, including the acquisition and construction of any facilities which the MPA may operate
and maintain pursuant to law.
Staff is hereby requesting that the MPA Board of Directors ("Board") approve the Evaluation
Committee's competitive selection of Capital Bank and authorize the MPA Chief Executive
Officer ("CEO") to execute a Line of Credit Agreement, in substantially the attached form
("Agreement"), for the acquisition of the Line of Credit at the most feasible financing cost and
structure currently available. The CEO, the MPA Finance Director, and/or their designees, are
further authorized and empowered, to take all action and steps to execute and deliver any and all
This RFP is a revised version of the previously issued RFPo. 1 8-11, which was duly rejected by MPA.
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IN RE: MIAMI PARKING AUTIIORITY
OFF-STREET PARKING BOARD FINANCE COMMITTEE MEETING on 12/12/201 8
Page 38
MR. NORSTRAND: Okay. I'm good.
CHAIRMAN JELKE: Any other questions?
MR. NORSTRAND: I'll move it.
CHAIRMAN JELKE: Is there a second?
MR. HILL: Second.
CHAIRMAN JELKE: All in favor?
MR. NORSTRAND: Aye.
MS. REYES: Aye.
MR. SPRING: Aye.
MR. HILL: Aye.
CHAIRMAN JELKE: Aye. It passes.
Credit line?
MR. SIMPSON: Yes. The next item is, as we
continue to develop the capital plan in the current
year, we had talked about short-term and long --term
money.
We had gone to the board previously for the
approval and to issue an RFP to authorize and put in
place short-term financing. The board asked that we
come back after we issue the RFP and present the
recommendations. We did that.
The committee was made up of three individuals:
Myself, two outsiders that had various degrees of
development, finance and experience. We also had
representatives from the City of Miami's legal team to
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IN RE: MIAMI PARKING AUTHORITY
OFF-STREET PARKING BOARD FINANCE COMMITTEE MEETING on I2/12/2018
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help us make sure that when we looked at the
proposals, there were no legal issues that, you know,
that we didn't understand or might come back to bite
us, and so we had a very successful meeting.
They recommended Capital Bank as a unanimous
recommendation. And the reason they didn't recommend
anyone other than the number one is because,
obviously, if something was to happen during the term
of this negotiation, we weren't able to finalize the
deal with Capital Bank, there is still flexibility in
making additional recommendations in case we couldn't
do it.
The line of credit is, again, it's 5 million
taxable, 5 million tax exempt, on a variable basis.
The proposal that we did accept basically had pretty
much consistent terms as far as, you know, your CAFR
is due in 70 days, your budget is due in 30 days.
One of the things that we did recognize in this
particular proposal, there is no fee for unused access
to the line of credit. So if the line of credit sits
idle, there is no additional cost to us. So we would
ask for the board's approval to negotiate and execute
any subsequent agreements, the documents to put this
in place.
Once you guys do approve it, we are slated to go
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IN RE: MIAMI PARKING AUTHORITY
OFF-STREET PARKING BOARD FINANCE COMMITTEE MEETING on 12/12/2018
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to the City of Miami Commission for approval. This
would be adopted by an ordinance which would require
two readings. Currently we do have a placeholder for
the meeting on the 10th. Obviously, if it passes on
the 10th, we would go to the 24th.
CHAIRMAN JELKE: Any questions from the board?
MR. NORSTRAND: Scott, could you give us an idea
of the use of these proceeds?
MR. SIMPSON: As we alluded to when we were doing
the development of the budget, these things would be
used for anything that is a short-term emergency that
came up in the negotiation.
Let's say we're negotiating a piece of -- a
parcel of land that we needed either for land banking
or a particular investment. So in this way, we can --
during the negotiation with the seller, look, we
already have it in place, we have liquidity, we can
meet your needs and facilitate the transaction.
MR. NORIEGA: The primary lender.
MR. SIMPSON: Yes. Again, in any subsequent
transactions that we would do that requires something
substantial, we would have to come back to the board
for approval.
MR. NORIEGA: And the intent is, obviously, that
this is intended to be short-term money. When we
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IN RE: MIANII PARKING AUTHORITY
OFF-STREET PARKING BOARD FINANCE COMMITTEE MEETING on 12/12/2018
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issue the long-term debt, it will take out those --
MR. NORSTRAND: The debt gets taken out, right.
Got it.
MR. HILL: Larry. Any thoughts?
MR. SPRING: No. I drilled him yesterday.
MR. SIMPSON: And I had to take a lot of aspirin.
CHAIRMAN JELKE: Is there a motion?
MR. SPRING: I'll move it.
MS. REYES: I'll second.
CHAIRMAN JELKE: Great. All in favor?
MR. SPRING: Aye.
MS. REYES: Aye.
MR. HILL: Aye.
MR. NORSTRAND: Aye.
CHAIRMAN JELKE: Aye.
MR. SIMPSON: Thank you very much.
MR. NORSTRAND: Thank you, Scott.
MR. NORIEGA: This is the formal acceptance and
authorization to select Roadway, Inc., as our new
towing vendor.
As everyone is well aware, there was an initial
protest filed immediately after the selection
committee process and the advisement of the conclusion
of that process. There was a hearing before a
magistrate, a ruling that was returned in our favor,
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January 14, 2019
THE MIAMI PARKING AUTHORITY
DEPARTMENT OF OFF STREET PARKING OF
CITY OF MIAMI
GABRIEL SANGIOVANNI, PROCUREMENT ADMINISTRATOR
PROCUREMENT@MIAMIPARKING.COM
40 NW 3" STREET
SUITE 1103
MIAMI FLORIDA 33128
RE: Miami Parking Authority RFP #18-12-Issue date 12-21-2018
Capital Bank, a Division of First Tennessee Bank (the "Lender") is pleased to offer the following loan "Commitment Letter" to the
Miami Parking Authority (the Borrower"). The attached commitment letter is provided to the Miami Parking Authority aka the
"MPA", describing terms and conditions for a Revolving Line of Credit; Up to an aggregate amount of $10,000,000, whereby the
MPA will draw advances under two credit facilities; A $5,000,000 "Qualified Tax Exempt" facility, and a $5,000,000 "Taxable"
facility, governed under a single line agreement. The proposed line of credit will finance capital improvement projects, including land
acquisition, new parking facilities and related projects, improvements to existing parking facilities, and other system related projects,
as outlined in the Miami Parking Authority RFP 18-12.
This commitment and related documents, are the confidential work of the Lender and, as such, represent intellectual property not to be
shared with other financial institutions' or other third parties without Lender's consent except (a) to your officers, agents and advisors
who are directly involved in this matter or (b) as may be compelled in a judicial or administrative proceeding or as otherwise required
by law (in which case you agree to inform us promptly).
Capital Bank is a part of First Horizon National Corp (FHN on NYSE) which also operates First Tennessee Bank. First Tennessee
just celebrated its 153 birthday and is the 14th oldest National Bank in the United States. Our geographic territory is the Southeast
United States with total assets of just over $40 billion. LENDER'S FEI 62-0201385.
We pride ourselves on our personalized customer service and local decision making capabilities. This loan relationship if awarded
will be managed and serviced locally by our experienced Commercial Banking team in Sunrise, Broward County, Florida.
Edward F. DeVarona
Vice President
Capital Bank
Broward Commerciale Banking
Capital Bank, a Division of First Tennessee Bank, 4699 Nob Hill Road, Sunrise FL 33351 I Office: 954.393.15021 Fax: 954. 748.3444
e-mail: edward.devarona@capitalbank-us.com
COMMITMENT LETTER
JANUARY 14, 2019
THE MIAMI PARKING AUTHORITY
DEPARTMENT OF OFF STREET PARKING OF
CITY OF MIAMI
40 NW 3RD STREET
SUITE 1103
MIAMI FLORIDA 33128
LENDER:
CONTACT:
CAPITAL BANK, A DIVISION OF FIRST TENNESSEE BANK, N.A.
4699 NOB HILL ROAD, SUNRISE FLORIDA, 33351
FTB SECURITIES INVESTMENT I, LLC
500WEST MADISON, STE. 1705
CHICAGO, IL 60661
312-258-5020
EDWARD F. DEVARONA
VICE PRESIDENT
CAPITAL BANK
BROWARD COMMERCIAL BANKING
954-393-1502 OFFICE
786-617-3758 CELL
EDWARD.DEVARONA@CAPITALBANK-US.COM
BANK COUNSEL: STEVE ELKIN OF THE LAW FIRM OF FRANK WEINBERGER AND BLACK
BORROWER: THE MIAMI PARKING AUTHORITY ("MPA")
LOAN AMOUNT: UP TO AN AGGREGATE AMOUNT OF $10,000,000
TYPE OF LOAN: REVOLVING LINE OF CREDIT
CREDIT
FACILITIES:
FACILITY A: (TAXABLE)
FACILITY B: (QUALIFIED TAX EXEMPT)
INDIVIDUAL LOAN
AMOUNT(S): FACILITY A: $5,000,000-EST.-FINAL ALLOCATION AS NEEDED BY MPA
FACILITY B: ' $5,000,000-EsT.-FINAL ALLOCATION AS NEEDED MY MPA
TOTAL: $10,000,000 UP TO AGGREGATE.
DRAWS: THE MPA MAY DRAW UP TO $10,000,000.00 ON THE SERIES 2019A NOTE OR THE SERIES 2019 NOTE
(TAXABLE/TAX EXEMPT) PROVIDED THAT THE AGGREGATE AMOUNT DRAWN AT ANYTIME
DOES NOT EXCEED $10,000,000.00.
LOAN PURPOSE: FACILITY A&B: To FACILITATE INTERIM FUNDING FOR CAPITAL IMPROVEMENTS PROJECTS, WHICH MAY
INCLUDE LAND ACQUISITION, NEW PARKING FACILITIES AND RELATED PROJECTS, IMPROVEMENTS TO
EXISTING PARKING FACILITIES, AND OTHER SYSTEM RELATED PROJECTS.
INTEREST RATE: FACILITY A (TAXABLE): CURRENT INDICATIVE INTEREST RATE IS 3.19% VARIABLE.
(30 DAY LIBOR RATE; 2.51% + 0.68= 3.19%).
INTEREST RATE TO BE SET TWO DAYS BEFORE CLOSING AT THE THEN COMPARABLE 30 DAY LIBOR RATE PLUS
0.68).
FACILITY B (TAX EXEMPT): CURRENT INDICATIVE INTEREST RATE IS 2.55% VARIABLE.
(30 DAY LIBOR RATE; 2.51% + 0.68= 3.19% x .80%= 2.55%).
INTEREST RATE TO BE SET TWO DAYS BEFORE CLOSING AT THE THEN COMPARABLE 30 DAY LIBOR RATE PLUS
0.68 MULTIPLIED BY .80).
FIXED RATE OPTION:
PREPAYMENT
PREMIUM:
MATURITY:
DRAW
LIMITATIONS:
INTEREST PAYMENT
DATES:
INTEREST
COMPOUNDING:
INTEREST DAY
COUNT METHOD:
UNUTILIZED FEE:
PRINCIPAL
REPAYMENT:
BANK
FEE:
SECURITY:
ADDITIONAL
DEBT:
FACILITY A &B: As A NON REVOLVING LINE OPTION, THE MPA MAY ELECT TO FIX THE RATE ON DRAWS
NOT TO EXCEED THE AGGREGATE OF $10.0MM BETWEEN TAXABLE AND TAX EXEMPT LOANS AND FIX THE
RATE FOR 36 MONTHS. FIXED RATES AS FOLLOWS:
FACILITY A (TAXABLE): CURRENT INDICATIVE INTEREST RATE IS 3.46% FIXED FOR 3
YEARS. (3 YEAR US TREASURY YIELD; 2.52% + 0.94% = 3.46%).
INTEREST RATE TO BE SET TWO DAYS BEFORE CLOSING AT THE THEN COMPARABLE 3
YEAR TREASURY YIELD PLUS 0.94%).
FACILITY B (TAX EXEMPT): CURRENT INDICATIVE INTEREST RATE IS 2.77% FIXED FOR 3
YEARS. (3 YEAR US TREASURY YIELD; 2.52% + 0.94%= 3.46% x 80% = 2.77%). INTEREST RATE
TO BE SET TWO DAYS BEFORE CLOSING AT THE THEN COMPARABLE 3 YEAR TREASURY
YIELD PLUS 0.94% MULTIPLIED BY 80%).
FACILITY A&B: NONE
FACILITY A&B: 36 MONTHS FROM CLOSING.
FACILITY A&B: NONE
FACILITY A&B: SEMIANNUALLY ON THE 1ST DAY OF THE APPLICABLE MONTH AND AT MATURITY.
FACILITY A&B: NONE
FACILITY A&1B: BASED ON A 360, 12-30 DAY MONTHS, FOR THE ACTUAL NUMBER OF DAYS ELAPSED; OR
365 DAYS, AT THE PREFERENCE OF THE MPA.
FACILITY A&B: NONE.
FACILITY A&B: AT FINAL MATURITY.
FACILITY A: TAXABLE $3500
FACILITY B: TAX EXEMPT $3500
FACILITY A&B: THE LOAN WILL BE SECURED BY AND PAYABLE FROM AVAILABLE REVENUES OF THE
PARKING SYSTEM DEPOSITED TO THE GENERAL RESERVE ACCOUNT, AS DEFINED IN THE SENIOR LIEN BOND
ORDINANCE.
THE PLEDGE OF THESE REVENUES WILL BE SUBORDINATE TO THE MPA'S SENIOR LIEN BONDS. THE MPA
EXISTING SENIOR LIEN PARKING SYSTEM REVENUE AND REVENUE REFUNDING BONDS, TAX EXEMPT SERIES
2009, AND PARKING SYSTEM REVENUE AND REVENUE REFUNDING BONDS, TAXABLE SERIES 2009, ARE
OUTSTANDING IN THE AMOUNTS OF $60,110,000 AND $1,725,000.
THE PLEDGED OF SUCH REVENUES, SECURING THE LINE, SHALL NOT PROHIBIT MPA FROM PLEDGING SUCH
REVENUES, OR ANY PORTION THEREOF, TO SECURE ADDITIONAL DEBT, PROVIDED IT CONTINUE TO MEET
REQUIREMENTS, AS DEFINED IN THE SENIOR LIEN BOND ORDINANCE.
ADDITIONAL "SENIOR DEBT" MAY BE ISSUED UNDER THE SENIOR LIEN ORDINANCE, UPON MPA MEETING
THE REQUIREMENTS OF THE ORDINANCE.
ADDITIONAL "SUBORDINATE DEBT" (AT PARITY TO THE LOAN) MAY BE ISSUED, UPON MPA MEETING THE
REQUIREMENTS OF THE SENIOR LIEN BOND ORDINANCE.
BANK LEGAL
EXPENSE:
FACILITY A&B: PAID BY BANK
LOAN COVENANT: THE BORROWER TO PROVIDE AN UNQUALIFIED AUDITED FISCAL YEAR-END FINANCIAL STATEMENT WITHIN
270 DAYS OF FISCAL YEAR END ON AN ANNUAL BASIS.
CERTIFICATIONS
BY CAPITAL BANK
PER REP:
MPA TO ABIDE BY DEBT SERVICE COVENANT WITHIN THE SENIOR LIEN ORDINANCE TO BE TESTED
ANNUALLY.
• THE BANK IS MAKING THE LOAN FOR ITS OWN ACCOUNT, DOES NOT INTEND TO SYNDICATE THE
LOAN, WILL TAKE NO ACTION TO CAUSE THE LOAN TO BE CHARACTERIZED AS A SECURITY, AND
WILL NOT TREAT THE LOAN AS A MUNICIPAL SECURITY FOR THE PURPOSES OF THE SECURITIES LAW.
• IT. IS NOT ACTING AS A BROKER OR OTHER INTERMEDIARY, AND IS FUNDING THE LOAN FROM ITS
OWN CAPITAL, FOR ITS OWN ACCOUNT AND NOT WITH A PRESENT VIEW TO A RESALE OR OTHER
DISTRIBUTION TO THE PUBLIC.
• THE LOAN WILL NOT BE USED IN THE FUTURE ON A SECURITIZED TRANSACTION AND IS NOT A
MUNICIPAL SECURITY.
• IT UNDERSTANDS THAT THE LOAN IS EVIDENCED BY A NOTE AND THE NOTE IS ISSUED IN A SINGLE
DENOMINATION EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT OF THE LOAN AND MAY NOT BE
TRANSFERRED EXCEPT IN WHOLE AND WILL NOT BE TRANSFERRED TO ANY KIND OF TRUST UNDER
ANY CIRCUMSTANCES, AND CONFIRMING THAT IT UNDERSTANDS THE LOAN MAY NOT BE
TRANSFERRED IN A DENOMINATION LESS THAN $100,000 EVEN IN WHOLE.
• THE LOAN WILL ONLY BE TRANSFERRED TO A PERMITTED LENDER IN WHOLE, IN A DENOMINATION
OF NOT LESS THAN $100,000, WITH MPA'S CONSENT. A "PERMITTED LENDER" MEANS ANY BANK,
TRUST COMPANY, SAVINGS INSTITUTION OR INSURANCE COMPANY THAT IS ENGAGED AS A REGULAR
PART OF ITS BUSINESS IN MAKING LOANS AND IS AUTHORIZED TO DO BUSINESS IN THE STATE OF
FLORIDA.
• THE LENDER "CAPITAL BANK, IS A BANK AS CONTEMPLATED BY SECTION 517.061(7), FLORIDA
STATUTES.
• IT. HAS IN ITS POSSESSION OR HAS HAD ACCESS TO ALL MATERIAL INFORMATION CONCERNING THE
SECURITY AND SOURCES OF PAYMENT OF THE NOTE, AND AS A RESULT THEREOF, IS THOROUGHLY
FAMILIAR WITH THE NATURE AND RISKS OF MAKING THE LOAN AND PURCHASING THE NOTE. IT HAS
BEEN AFFORDED ACCESS TO ALL MATERIAL INFORMATION AND HAS HAD SUFFICIENT OPPORTUNITY
TO DISCUSS THE BUSINESS OF MPA AND THE PROJECTS FINANCED WITH THE PROCEEDS OF THE
NOTE, WITH ITS OFFICERS, EMPLOYEES AND OTHERS, AND HAS BEEN PERMITTED TO MAKE AN
INVESTIGATION OF MPA AND ITS OPERATIONS. IT DOES NOT REQUIRE ANY FURTHER INFORMATION
OR' DATA CONCERNING MPA. IN MAKING THE LOAN AND PURCHASING THE NOTE, IT HAS RELIED
SOLELY UPON ITS OWN INVESTIGATION, EXAMINATION, AND EVALUATION OF MPA AND OTHER
RELEVANT MATTERS, AND HAS NOT RELIED UPON ANY STATEMENT OR MATERIALS WHICH HAVE NOT
BEEN SUPPORTED BY ITS OWN INVESTIGATION AND EXAMINATION. IT HAS KNOWLEDGE AND
EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS, PARTICULARLY IN TAX EXEMPT OBLIGATIONS,
AND IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF MAKING THE LOAN AND PURCHASING
THE NOTE AND HAS DETERMINED THAT IT CAN BEAR THE ECONOMIC RISK OF MAKING THE LOAN
AND PURCHASING THE NOTE.
• IT IS NOT FUNDING THE LOAN FOR THE DIRECT OR INDIRECT PROMOTION OF ANY SCHEME OR
ENTERPRISE WITH THE INTENT OF VIOLATING OR EVADING ANY PROVISION OF CHAPTER 517,
FLORIDA STATUTES.
• UNDERSTANDS THAT THE LOAN IS NOT A MUNICIPAL SECURITY AND THAT, UNLESS OTHERWISE
REQUIRED, NO FILING MAY BE MADE WITH RESPECT TO THE LOAN WITH EMMA, THE MUNICIPAL
SECURITIES RULEMAKING BOARD CONTINUING DISCLOSURE SITE.
• TAERE WILL BE NO CUSIPS OBTAINED ON THE LOAN AND;
• THERE WILL BE NO CREDIT RATING OBTAINED ON THE LOAN.
LENDER AGREES TO
THE FOLLOWING:
BANK AGREES IN THE SUBMISSION OF ITS PROPOSAL, WARRANTS TO MPA THAT IT WILL COMPLY
WITH ALL APPLICABLE FEDERAL, STATE, AND LOCAL LAWS, REGULATIONS AND ORDERS IN
PROVIDING SERVICES UNDER THE PROPOSED DOCUMENTS.
BANK AGREES TO NO ACCELERATION PROVISIONS AND No FUTURE INTEREST RATE ADJUSTMENTS
ON ANY LOANS, DUE TO LENDER'S REGULATIONS OR FINANCIAL CONDITIONS.
TH$ PARTIES SUBMIT TO THE JURISDICTION OF ANY FLORIDA STATE OF FEDERAL COURT IN ANY
ACTION OR PROCEEDING ARISING OUT OF, OR RELATING TO, THESE PROJECT LOANS. VENUE OF ANY
ACTION RELATING TO THESE PROJECT LOANS SHALL BE IN DADE COUNTY FLORIDA. PARTIES
EXPRESSLY WAIVE ALL RIGHTS TO TRIAL BY JURY FOR ANY DISPUTES ARISING FROM OR IN ANY WAY
CONNECTED WITH THESE PROJECT LOANS, NOR WILL THEY BE REQUIRED TO SUBMIT TO ANY
BINDING ARBITRATION. IN THE EVENT OF ANY LITIGATION, EACH PARTY SHALL PAY ITS OWN
ATTORNEY FEES AND COSTS.
DOCUMENTS REQUIRED FOR CLOSING
AUTHORITY DOCUMENTS: CERTIFICATES OF GOOD STANDING, EXISTENCE, AUTHORIZATION TO DO BUSINESS,
ORGANIZATIONAL DOCUMENTS AND BORROWING RESOLUTIONS APPLICABLE TO THE BORROWER AS
LENDER MAY REQUIRE.
COMPLIANCE WITH LAWS: EVIDENCE OF COMPLIANCE BY THE BORROWER WITH ALL LAWS, ORDINANCES, RULES,
REGULATIONS, AND RESTRICTIONS AFFECTING ITS BUSINESS AND THE CONSUMMATION OF THIS
TRANSACTION.
OPINION OF COUNSEL: AN OPINION OF BORROWER COUNSEL AS TO AMONG OTHER THINGS, PROPER EXECUTION, VALIDITY,
ENFORCEABILITY OF THE NOTE(S) AND THE PLEDGE OF REVENUES TO SUPPORT THE NOTE AND
EVIDENCE OF AUTHORIZATION OF THE NOTE AND EXECUTION OF THE NOTE DOCUMENTS BY THE
APPROPRIATE PERSONS. LENDER SHALL ALSO BE REPRESENTED BY LEGAL COUNSEL, THE LENDERS
COUNSEL SHALL REVIEW ALL DOCUMENTATION RELATED TO THE NOTE(S).
LOAN DOCUMENTS:
THE LOAN CONTEMPLATED BY THIS COMMITMENT TO THE BORROWER SHALL BE EVIDENCED BY
LOAN DOCUMENTS (THE LOAN DOCUMENTS). LENDER SHALL RESERVE THE RIGHT TO IMPOSE
REASONABLE REQUIREMENTS THAT ARE CUSTOMARY FOR THIS TYPE OF TRANSACTION. ALL
DOCUMENTS SHALL BE IN THE FORM AND CONTENT SATISFACTORY TO THE LENDER. THIS
COMMITMENT IS NOT ASSIGNABLE WITHOUT LENDERS PRIOR WRITTEN CONSENT. NO CHANGE OR
VARIATION ON THE PROVISIONS OF THIS COMMITMENT SHALL BE BINDING UNLESS IN WRITING AND
EXECUTED BY THE LENDER. TIME IS OF THE ESSENCE WITH RESPECT TO ALL DATES AND PERIODS OF
TIME SET FORTH IN THIS COMMITMENT.
ACCEPTANCE AND
CLOSING DATE: LOAN TO CLOSE APRIL 8, 2019.
THIS COMMITMENT SHALL EXPIRE IF NOT ACCEPTED OR EXTENDED IN WRITING WITHIN 90 DAYS OF
THIS COMMITMENT DATE.
BORROWER ACKNOWLEDGES THAT THE INTEREST RATE AND THE LOAN TERMS OUTLINED IN THE
COMMITMENT ARE BASED UPON ACCEPTANCE OF THE COMMITMENT AND CLOSING OF THE LOAN
WITHIN TIME PERIODS SET FORTH ABOVE AND THAT THESE TIME PERIODS ARE MATERIAL FACTORS
IN LENDER OFFERING THIS COMMITMENT.
ACKNOWLEDGEMENTS:
CAPITAL BANK IS PLEASED TO PROVIDE "THE MIAMI PARKING AUTHORITY" WITHA LOAN
COMMITMENT. IF YOU FIND THE ABOVE MENTIONED TERMS AND CONDITIONS ACCEPTABLE,
PLEASE INDICATE YOUR ACCEPTANCE BELOW AS APPLICABLE AND RETURN THE ORIGINAL
EXECUTED COMMITMENT LETTER.
WE ARE LOOKING FORWARD TO WORKING WITH YOU ON THIS TRANSACTION AND TOWARD
DEVELOPING A BANKING RELATIONSHIP. PLEASE CALL ME WITH ANY QUESTIONS OR CONCERNS AS
THEY RELATE TO THIS COMMITMENT. I CAN BE REACHED AT MY OFFICE AT 954-393-1502, OR
DIRECTLY AT 786-617-3758. MY EMAIL ADDRESS IS EDWARD.DEVARONA@CAPITALBANK-US. COM.
SINCERELY,
EDWARD F. DEVARONA
VICE PRESIDENT
CAPITAL BANK,
BROWARD COMMERCIAL BANKING
THIS LOAN COMMITMENT AS OUTLINED ABOVE IS AGREED TO AND ACCEPTED THIS , DAY OF , 2019
BORROWER:
MIAMI PARKING AUTHORITY
BY:
NAME AND TITLE :
PUBLIC NOTICE
RFP 18-12 BANK CREDIT LINE
The Department of Off Street Parking for the City of Miami d/b/a Miami Parking Authority,
("MPA" or the "Authority") is seeking proposals for a Bank Credit Line. This Request for
Proposal (RFP) contains specific information about the scope of services, submission
requirements and selection procedures. The RFP will be available in the MPA web page Friday,
December 21, 2018 and will contain information related to the scope of work, submission
requirements and evaluation criteria.
Please submit proposals by email to procurementamiamiparkinq.com, no later than 1:00 p.m.
on or before January 17, 2019. Submissions received past such deadline and/or submitted to
any other location or office shall be deemed not responsive and rejected. MPA's Chief Executive
Officer or his designee and/or the MPA's Board of Directors ("Board") reserves the right to accept
any timely submission deemed to be in the best interest of the MPA, to waive any minor (e.g. not
material) technicalities, omissions, or irregularities in any submission and/or reject any, or all
submissions, and re -advertise, at MPA's option, for new submissions.
Proposals are to be submitted via email bearing the name of the individual and/or company, and
the address as well as the number and title of this RFP no later than the date and time specified
in the RFP timetable section. Proposals received after said date and time will not be considered
and no time extensions will be permitted.
MPA's tentative schedule for this Solicitation is as follows:
Event
Advertisement Date
Date Time
12/21/2018
Closing of Solicitation
01/17/2019
2:00 pm
Miami Parking
Authority RFP #18-12
REQUEST FOR BANK LOAN PROPOSALS:
IN AN AMOUNT UP TO $10,000,000
REVOLVING LINE OF CREDIT
RFP Issue Date: December 21, 2018
Proposal Due Date: January 17, 2019 @ 1:00 pm Eastern
TABLE OF CONTENTS
A. THE MIAMI PARKING AUTHORITY 1
B. REQUEST FOR LOAN 1
C. STRUCTURE OF FINANCING 1
D. THE PROJECT 2
E. SECURITY FOR THE LOAN 2
F. ADDITIONAL DEBT 2
G. CAPITAL ADEQUACY / YIELD MAINTENANCE COVENANTS / ACCELERATION 2
H. DOCUMENTATION 3
I. PROPOSAL FORMAT — SELECTION CRITERIA 4
J. MISCELLANEOUS 4
K. TENTATIVE SCHEDULE* 5
L. RFP INSTRUCTIONS 6
APPENDICES
Appendix A: Outstanding Senior Lien Debt Service
Appendix B: Estimated Historical & Budgeted Net Revenues Available after Senior Lien Debt Service
AppendixC: FY 2019 Annual Budget
Appendix `D: Senior Lien f3dnd Ordinance
LINKS
Comprehensive Annual Financial Reports:
https://www.miamiparking.com/financial-information/
A. THE MIAMI PARKING AUTHORITY
The Miami Parking Authority ("MPA"), officially known as the Department of Off -Street Parking of
the City of Miami, was created in 1955 by a Special Act of the Florida State Legislature and
incorporated into the City of Miami's Charter in 1968. MPA manages and develops on -street and
off-street parking assets in the City of Miami.
B. REQUEST FOR LOAN
MPA is seeking proposals from qualified financial institutions to provide a revolving line of credit (the
"Loan(s)", "Line(s)", or "Note(s)"), at the lowest overall borrowing cost, pursuant to certain
conditions. The Line will consist of two subseries or Notes, a Taxable Note and a Non -Bank Qualified
Tax -Exempt Note, and MPA currently anticipates that the amount available for each subseries will
be $5 million ($10 million aggregate). However, the MPA may seek to adjust this allocation between
the subseries prior to closing of the Lines. It is anticipated that both Notes will be provided by the
same financial institution under a single line of credit agreement, and that the Line will be issued by
the City of Miami on behalf of the MPA.
The MPA shall accept and review proposals from qualified banking institutions. Proposals for the
Line should be submitted based upon the proposed financing structure below. The MPA will select
the bank financing that provides the lowest overall borrowing cost, and meets the financing
requirements of the MPA. Hilltop Securities Inc. ("HilltopSecurities"), Orlando, Florida, as the MPA's
Financial Advisor, will be assisting the MPA with respect to the Line.
C. STRUCTURE OF FINANCING
Amount: Up to $10,000,000 Aggregate Revolving Line
A) $5,000,000 Taxable (est.)
B) $5,000,000 Non -Bank Qualified Tax -Exempt (est.)
Closing Date: Expected April 8, 2019
Interest Rates Options: 1) Variable taxable rate
2) Variable non -bank qualified tax-exempt rate
3) Fixed taxable rate
4) Fixed non -bank qualified tax-exempt rate
Prepayment• MPA requests the ability to prepay all or a
portion of the Lines at any time without penalty.
Final Maturity: 3-Years
Draws: Please specify any individual draw limitations.
Interest Payments Dates• Semi-annually on the 1st Day of the applicable
month and at maturity (quarterly payments may
be accepted if required by the Lender)
Interest Compounding: None
Interest Day Count Method: Please specify in proposal
Unutilized Fee: Please specify if any
Principal Repayment: At Final Maturity
D. THE PROJECT
Proceeds of the Line, along with other legally available funds, will be used primarily by the MPA to
facilitate interim funding for capital improvement projects. Capital improvement projects may
include land acquisition, new parking facilities and related projects, improvements to existing parking
facilities, and other system related projects. It is expected that draws on the Lines will be repaid
through available funds as outlined in the Security for the Loan below as well as refinanced through
future debt issuance.
E. SECURITY FOR THE LOAN
The 'Loan will be secUred by and payable from available revenues of the parking system deposited to
the General Reserve Account, as defined in the senior lien bond ordinance. The pledge of such
revenues will be subordinate to the MPA's senior lien bonds. The MPA's existing senior lien Parking
System Revenue and Revenue Refunding Bonds, Tax Exempt Series 2009, and Parking System
Revenue and Revenue Refunding Bonds, Taxable Series 2009, are currently outstanding in the
amounts of $60,110,000 and $1,725,000, respectively. The existing Series 2009 senior lien bonds
were issued by the City of Miami, and are currently rated 'A2' by Moody's and 'A' by Fitch. See
Appendix A for debt service schedules for the outstanding senior lien bonds.
The pledge of such revenues to secure the Line shall not prohibit MPA from pledging such revenues,
or any portion thereof, to secure additional debt. The Loan will not be secured by a debt service
reserve fund.
F. ADDITIONAL DEBT
The MPA will not aecept proposals that require the Bank's approval before additional debt can be
issued. Additional senior debt to the Lines may be issued under the senior lien ordinance upon MPA
meeting the requirements of the ordinance, including the additional bonds tests (see Appendix D for
the existing senior lien ordinance). If the Lender requires additional covenants with respect to the
issuance of additional senior lien debt or additional subordinate lien debt (parity to the Loan), the
proposer must clearly state the requested covenants within its proposal.
G. CAPITAL ADEQUACY / YIELD MAINTENANCE COVENANTS / ACCELERATION
The MPA's preference is not to include these provisions. Should the Bank require any provisions
whatsoever that would create the ability for the Bank to increase the rate on the Loan to MPA (other
1'
than per the initial variable rate formula), please provide the required provisions. In addition, MPA
desires that acceleration of principal repayment not be a remedy of default.
H. DOCUMENTATION
Bryant Miller Olive, P.A. ("Bond Counsel") shall prepare the Notes and other documents to close the
Loan. The selected bank will be furnished, without charge to the bank, the opinion of Bond Counsel,
approving the legality of the Loan together with the closing certificates and documents related to the
transaction. HilltopSecurities will also assist MPA in meeting its financing objectives.
At the closing of the Loan, the financial institution will be required to make certain certifications,
including, but not limited to, signing a closing certificate that:
a. It is making the Loan for its own account, does not currently intend to syndicate the Loan,
will take no action to cause the Loan to be characterized as a security, and will not treat
the Loan as a municipal security for purposes of the securities law;
b. it is not acting as a broker or other intermediary, and is funding the Loan from its own
capital for its own account and not with a present view to a resale or other distribution to
the public,
c. the Loan will not be used in the future on a securitized transaction and is not a municipal
security;
d. it understands that the Loan is evidenced by a note and the note is issued in a single
denomination equal to the aggregate principal amount of the Loan and may not be
transferred except in whole and will not be transferred to any kind of trust under any
circumstances, and confirming that it understands the Loan may not be transferred in a
denomination less than $100,000 even in whole;
e. the Loan will only be transferred to a Permitted Lender in whole, in a denomination of not
less than $100,000, with prior written consent in MPA's discretion. A "Permitted Lender"
means any bank, trust company, savings institution or insurance company that is engaged
as a regular part of its business in making loans and is authorized to do business in the
State of Florida;
f. the Lender is a bank, trust company, savings institution, insurance company, dealer,
investment company, pension or profit-sharing trust, or qualified institutional buyer as
contemplated by Section 517.061(7), Florida Statutes;
g It has in its possession or has had access to all material information concerning the security
and sources' of payment of the Note, and, as a result thereof, is thoroughly familiar with
the nature and risks of making the Loan and purchasing the Note. It has been afforded
access to all material information and has had sufficient opportunity to discuss the
business of MPA and the projects financed with the proceeds of the Note, with its officers,
employees and others, and has been permitted to make an investigation of MPA and its
operations. It does not require any further information or data concerning MPA. In
making the Loan and purchasing the Note, it has relied solely upon its own investigation,
examination, and evaluation of MPA and other relevant matters, and has not relied upon
any statement or materials which have not been supported by its own investigation and
examination. It has knowledge and experience in financial and business matters,
particularly in tax-exempt obligations, and is capable of evaluating the merits and risks of
making the Loan and purchasing the Note and has determined that it can bear the
economic risk of making the Loan and purchasing the Note.
h. it is not funding the Loan for the direct or indirect promotion of any scheme or enterprise
with the intent of violating or evading any provision of Chapter 517, Florida Statutes;
i. understands that the Loan is not a municipal security and that, unless otherwise required,
no filing may be made with respect to the Loan with EMMA, the Municipal Securities
Rulemaking Board continuing disclosure site;
j. there will be no CUSIPs obtained on the Loan; and
k. there will be no credit rating obtained on the Loan.
I. PROPOSAL FORMAT — SELECTION CRITERIA
Proposals will be evaluated on the basis of cost and the structure that best meets the financing
requirements of MPA. Further, MPA will accept proposals that provide for the ability to prepay the
Loan in whole or in part at any time without penalty. In order to assist MPA and HilltopSecurities in
reviewing the responses, each proposal should include the following information.
(1) The legal name of the Bank and the primary Bank contact person(s) (include address,
telephone number, and e-mail address).
(2) Proposed interest rates for Options 1, 2, 3, and/or 4 outlined within Structure of Financing
(Section C) for the full term of the Lines. For clarity, while the MPA is requesting proposed
rates for all four interest rate options outlined, acceptance of a proposal is not contingent
upon the proposal of all four options. The proposal shall additionally include any minimum
draw requirements, draw limitations, and any ongoing expenses that may apply to the Line
(ex. unutilized fee if any),
Describe in detail all fees and expenses which MPA will be responsible to pay to the Bank
including its legal counsel. MPA has retained the law firm of Bryant Miller Olive, P.A. to
prepare the Loan documents. The amounts stated in the proposal shall represent the
maximum amounts payable to the Bank by MPA. All fees and expenses, with the exception
of those of Bond Counsel and Financial Advisor, in excess of those stated in the proposal shall
be the sole responsibility of the Bank and will not be paid or reimbursed by MPA.
(4) A listing of all conditions, covenants, terms or restrictions, other than those specified in this
RFP, which would be included in your commitment to provide the Loan. Certain covenant
requirements, including but not limited to cross -default with other MPA debt, or those that
create notice defaults not subject to a cure period, may be deemed non -responsive to this
request.
(3)
J. MISCELLANEOUS
(1) MPA will not accept proposals with reserve requirements or other restrictions to revenues or
requirements to maintain minimum balances in any bank account as a condition for the Loan.
(2) MPA reserves the right, in its sole discretion, to accept or reject any and all proposals, to waive
any irregularities or informalities in any proposal or in the proposal process, and to accept or
reject any items or combination of items. If MPA determines to move forward with the Loan,
the award will be to the financial institution whose proposal best complies with the
requirements set forth in this RFP and whose proposal, in the opinion of MPA and its Financial
Advisor, is best, taking into consideration all aspects of the offeror's response.
(3)‘‘ Changes to this'RFP may be made by and at the sole discretion of MPA.
(4) MPA will not be liable for any expenses incurred in connection with the preparation of a
response to this RFP.
(5)
All requests for clarification or additional information should be directed to the following. The
deadline to submit questions is January 8, 2019 at 1:00 P.M. Eastern.
Miami Parking Authority
Procurement Administrator
Procurement@MiamiParking.com
305-373-6789
(6) Federal, State, and local laws, ordinances, rules and regulations that in any manner affect the
items covered herein apply. Lack of knowledge by the Bank will in no way be a cause for relief
from responsibility.
No successful proposer may assign any portion of the contractual agreement between the
parties without prior written consent in MPA's discretion.
(8) Warranties — The proposer, in submission of its proposal, warrants to MPA that it will comply
with all applicable federal, state and local laws, regulations and orders in providing the services
under the proposed documents.
Public Entity Crime; Florida Statutes, 287.133(2)(a): A person or affiliate who has been placed
on the convicted vendor list following a conviction for a public entity crime may not submit a
bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not
submit a bid, proposal, or reply on a contract with a public entity for the construction or repair
of a public building or public work; may not submit bids, proposals, or replies on leases of real
property to a public entity; may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a contract with any public entity; and may not transact
business with any public entity in excess of the threshold amount provided in s. 287.017 for
CATEGORY TWO for a period of 36 months following the date of being placed on the convicted
vendor list.
(7)
(9)
K. TENTATIVE SCHEDULE*
December 21, 2018 Issue Request for Proposal (RFP)
January 8, 2019 Deadline for Questions from Proposers at 1:00 P.M. Eastern
January 17, 2019 Bank Proposals Due Prior to 1:00 P.M. Eastern
February 6, 2019 MPA Board Meeting / Approval of Loan
March 28, 2019 City of Miami Commission Meeting / Approval of Loan
April 8, 2019' Closing of the Loan
*Preliminary/subject to change.
L. RFP INSTRUCTIONS
All bids must be submitted via e-mail (in PDF or Word format) directly to MPA at the e-mail address
below for receipt no later than 1:00 PM Eastern Time on January 17, 2019:
Miami Parking Authority
Procurement Administrator
Procurement@MiamiParking.com
Miami Parking
Authority RFP #18-12
REQUEST FOR BANK LOAN PROPOSALS:
IN AN AMOUNT UP TO $10,000,000
REVOLVING LINE OF CREDIT
RFP Issue Date: December 21, 2018
Proposal Due Date: January 17, 2019 @ 1:00 pm Eastern
TABLE OF CONTENTS
A. THE MIAMI PARKING AUTHORITY 1
B. REQUEST FOR LOAN 1
C. STRUCTURE OF FINANCING 1
D. THE PROJECT 2
E. SECURITY FOR THE LOAN 2
F. ADDITIONAL DEBT 2
G. CAPITAL ADEQUACY / YIELD MAINTENANCE COVENANTS / ACCELERATION 2
H. DOCUMENTATION 3
I. PROPOSAL FORMAT — SELECTION CRITERIA 4
J. MISCELLANEOUS 4
K. TENTATIVE SCHEDULE* 5
L. RFP INSTRUCTIONS 6
APPENDICES
Appendix A: Outstanding Senior Lien Debt Service
Appendix B: Estimated Historical & Budgeted Net Revenues Available after Senior Lien Debt Service
Appendix C: FY 2019 Annual Budget
Appendix D: Senior Lien Bond Ordinance
LINKS
Comprehensive Annual Financial Reports:
https://www.miamiparking.com/financial-information/
A. THE MIAMI PARKING AUTHORITY
The Miami Parking Authority ("MPA"), officially known as the Department of Off -Street Parking of
the City of Miami, was created in 1955 by a Special Act of the Florida State Legislature and
incorporated into the City of Miami's Charter in 1968. MPA manages and develops on -street and
off-street parking assets in the City of Miami.
B. REQUEST FOR LOAN
MPA is seeking proposals from qualified financial institutions to provide a revolving line of credit (the
"Loan(s)", "Line(s)", or "Note(s)"), at the lowest overall borrowing cost, pursuant to certain
conditions. The Line will consist of two subseries or Notes, a Taxable Note and a Non -Bank Qualified
Tax -Exempt Note, and MPA currently anticipates that the amount available for each subseries will
be $5 million ($10 million aggregate). However, the MPA may seek to adjust this allocation between
the subseries prior to closing of the Lines. It is anticipated that both Notes will be provided by the
same financial institution under a single line of credit agreement, and that the Line will be issued by
the City of Miami on behalf of the MPA.
The MPA shall accept and review proposals from qualified banking institutions. Proposals for the
Line should be submitted based upon the proposed financing structure below. The MPA will select
the bank financing that provides the lowest overall borrowing cost, and meets the financing
requirements of the MPA. Hilltop Securities Inc. ("HilltopSecurities"), Orlando, Florida, as the MPA's
Financial Advisor, will be assisting the MPA with respect to the Line.
C. STRUCTURE OF FINANCING
Amount: Up to $10,000,000 Aggregate Revolving Line
A) $5,000,000 Taxable (est.)
B) $5,000,000 Non -Bank Qualified Tax -Exempt (est.)
Closing Date: Expected April 8, 2019
Interest Rates Options: 1) Variable taxable rate
2) Variable non -bank qualified tax-exempt rate
3) Fixed taxable rate
4) Fixed non -bank qualified tax-exempt rate
Prepayment• MPA requests the ability to prepay all or a
portion of the Lines at any time without penalty.
Final Maturity: 3-Years
Draws: Please specify any individual draw limitations.
Interest Payments Dates: Semi-annually on the 1st Day of the applicable
month and at maturity (quarterly payments may
be accepted if required by the Lender)
Interest Compounding: None
Interest Day Count Method: Please specify in proposal
Unutilized Fee: Please specify if any
Principal Repayment: At Final Maturity
D. THE PROJECT
Proceeds of the Line, along with other legally available funds, will be used primarily by the MPA to
facilitate interim funding for capital improvement projects. Capital improvement projects may
include land acquisition, new parking facilities and related projects, improvements to existing parking
facilities, and other system related projects. It is expected that draws on the Lines will be repaid
through available funds as outlined in the Security for the Loan below as well as refinanced through
future debt issuance.
E. SECURITY FOR THE LOAN
The Loan will be secured by and payable from available revenues of the parking system deposited to
the General Reserve Account, as defined in the senior lien bond ordinance. The pledge of such
revenues will be subordinate to the MPA's senior lien bonds. The MPA's existing senior lien Parking
System Revenue and Revenue Refunding Bonds, Tax Exempt Series 2009, and Parking System
Revenue and Revenue Refunding Bonds, Taxable Series 2009, are currently outstanding in the
amounts of $60,110,000 and $1,725,000, respectively. The existing Series 2009 senior lien bonds
were issued by the City of Miami, and are currently rated 'A2' by Moody's and 'A' by Fitch. See
Appendix A for debt service schedules for the outstanding senior lien bonds.
The pledge of such revenues to secure the Line shall not prohibit MPA from pledging such revenues,
or any portion thereof, to secure additional debt. The Loan will not be secured by a debt service
reserve fund.
F. ADDITIONAL DEBT
The MPA will not accept proposals that require the Bank's approval before additional debt can be
issued. Additional senior debt to the Lines may be issued under the senior lien ordinance upon MPA
meeting the requirements of the ordinance, including the additional bonds tests (see Appendix D for
the existing senior lien ordinance). If the Lender requires additional covenants with respect to the
issuance of additional senior lien debt or additional subordinate lien debt (parity to the Loan), the
proposer must clearly state the requested covenants within its proposal.
G. CAPITAL ADEQUACY / YIELD MAINTENANCE COVENANTS / ACCELERATION
The MPA's preference is not to include these provisions. Should the Bank require any provisions
whatsoever that would create the ability for the Bank to increase the rate on the Loan to MPA (other
than per the initial variable rate formula), please provide the required provisions. In addition, MPA
desires that acceleration of principal repayment not be a remedy of default.
H. DOCUMENTATION
Bryant Miller Olive, P.A. ("Bond Counsel") shall prepare the Notes and other documents to close the
Loan. The selected bank will be furnished, without charge to the bank, the opinion of Bond Counsel,
approving the legality of the Loan together with the closing certificates and documents related to the
transaction. HilltopSecurities will also assist MPA in meeting its financing objectives.
At the closing of the Loan, the financial institution will be required to make certain certifications,
including, but not limited to, signing a closing certificate that:
a. It is making the Loan for its own account, does not currently intend to syndicate the Loan,
will take no action to cause the Loan to be characterized as a security, and will not treat
the Loan as a municipal security for purposes of the securities law;
b. it is not acting as a broker or other intermediary, and is funding the Loan from its own
capital for its own account and not with a present view to a resale or other distribution to
the public,
c. the Loan will not be used in the future on a securitized transaction and is not a municipal
security;
d. it understands that the Loan is evidenced by a note and the note is issued in a single
denomination equal to the aggregate principal amount of the Loan and may not be
transferred except in whole and will not be transferred to any kind of trust under any
circumstances, and confirming that it understands the Loan may not be transferred in a
denomination less than $100,000 even in whole;
e. the Loan will only be transferred to a Permitted Lender in whole, in a denomination of not
less than $100,000, with prior written consent in MPA's discretion. A "Permitted Lender"
means any bank, trust company, savings institution or insurance company that is engaged
as a regular part of its business in making loans and is authorized to do business in the
State of Florida;
f. the Lender is a bank, trust company, savings institution, insurance company, dealer,
investment company, pension or profit-sharing trust, or qualified institutional buyer as
contemplated by Section 517.061(7), Florida Statutes;
It has in its possession or has had access to all material information concerning the security
and sources of payment of the Note, and, as a result thereof, is thoroughly familiar with
the nature and risks of making the Loan and purchasing the Note. It has been afforded
access to all material information and has had sufficient opportunity to discuss the
business of MPA and the projects financed with the proceeds of the Note, with its officers,
employees and others, and has been permitted to make an investigation of MPA and its
operations. It does not require any further information or data concerning MPA. In
making the Loan and purchasing the Note, it has relied solely upon its own investigation,
examination, and evaluation of MPA and other relevant matters, and has not relied upon
any statement or materials which have not been supported by its own investigation and
g•
examination. It has knowledge and experience in financial and business matters,
particularly in tax-exempt obligations, and is capable of evaluating the merits and risks of
making the Loan and purchasing the Note and has determined that it can bear the
economic risk of making the Loan and purchasing the Note.
h. it is not funding the Loan for the direct or indirect promotion of any scheme or enterprise
with the intent of violating or evading any provision of Chapter 517, Florida Statutes;
i. understands that the Loan is not a municipal security and that, unless otherwise required,
no filing may be made with respect to the Loan with EMMA, the Municipal Securities
Rulemaking Board continuing disclosure site;
j. there will be no CUSIPs obtained on the Loan; and
k. there will be no credit rating obtained on the Loan.
I. PROPOSAL FORMAT — SELECTION CRITERIA
Proposals will be evaluated on the basis of cost and the structure that best meets the financing
requirements of MPA. Further, MPA will accept proposals that provide for the ability to prepay the
Loan in whole or in part at any time without penalty. In order to assist MPA and HilltopSecurities in
reviewing the responses, each proposal should include the following information.
(1) The legal name of the Bank and the primary Bank contact person(s) (include address,
telephone number, and e-mail address).
(2) Proposed interest rates for Options 1, 2, 3, and/or 4 outlined within Structure of Financing
(Section C) for the full term of the Lines. For clarity, while the MPA is requesting proposed
rates for all four interest rate options outlined, acceptance of a proposal is not contingent
upon the proposal of all four options. The proposal shall additionally include any minimum
draw requirements, draw limitations, and any ongoing expenses that may apply to the Line
(ex. unutilized fee if any).
Describe in detail all fees and expenses which MPA will be responsible to pay to the Bank
including its legal counsel. MPA has retained the law firm of Bryant Miller Olive, P.A. to
prepare the Loan documents. The amounts stated in the proposal shall represent the
maximum amounts payable to the Bank by MPA. All fees and expenses, with the exception
of those of Bond Counsel and Financial Advisor, in excess of those stated in the proposal shall
be the sole responsibility of the Bank and will not be paid or reimbursed by MPA.
(4) A listing of all conditions, covenants, terms or restrictions, other than those specified in this
RFP, which would be included in your commitment to provide the Loan. Certain covenant
requirements, including but not limited to cross -default with other MPA debt, or those that
create notice defaults not subject to a cure period, may be deemed non -responsive to this
request.
(3)
J. MISCELLANEOUS
(1) MPA will not accept proposals with reserve requirements or other restrictions to revenues or
requirements to maintain minimum balances in any bank account as a condition for the Loan.
(2) MPA reserves the right, in its sole discretion, to accept or reject any and all proposals, to waive
any irregularities or informalities in any proposal or in the proposal process, and to accept or
reject any items or combination of items. If MPA determines to move forward with the Loan,
the award will be to the financial institution whose proposal best complies with the
requirements set forth in this RFP and whose proposal, in the opinion of MPA and its Financial
Advisor, is best, taking into consideration all aspects of the offeror's response.
(3) Changes to this RFP may be made by and at the sole discretion of MPA.
(4) MPA will not be liable for any expenses incurred in connection with the preparation of a
response to this RFP.
All requests for clarification or additional information should be directed to the following. The
deadline to submit questions is January 8, 2019 at 1:00 P.M. Eastern.
Miami Parking Authority
Procurement Administrator
Procurement@MiamiParking.com
305-373-6789
(5)
(6) Federal, State, and local laws, ordinances, rules and regulations that in any manner affect the
items covered herein apply. Lack of knowledge by the Bank will in no way be a cause for relief
from responsibility.
No successful proposer may assign any portion of the contractual agreement between the
parties without prior written consent in MPA's discretion.
(8) Warranties — The proposer, in submission of its proposal, warrants to MPA that it will comply
with all applicable federal, state and local laws, regulations and orders in providing the services
under the proposed documents.
Public Entity Crime; Florida Statutes, 287.133(2)(a): A person or affiliate who has been placed
on the convicted vendor list following a conviction for a public entity crime may not submit a
bid, proposal, or reply on a contract to provide any goods or services to a public entity; may not
submit a bid, proposal, or reply on a contract with a public entity for the construction or repair
of a public building or public work; may not submit bids, proposals, or replies on leases of real
property to a public entity; may not be awarded or perform work as a contractor, supplier,
subcontractor, or consultant under a contract with any public entity; and may not transact
business with any public entity in excess of the threshold amount provided in s. 287.017 for
CATEGORY TWO for a period of 36 months following the date of being placed on the convicted
vendor list.
(7)
(9)
K. TENTATIVE SCHEDULE*
December 21, 2018 Issue Request for Proposal (RFP)
January 8, 2019 Deadline for Questions from Proposers at 1:00 P.M. Eastern
January 17, 2019 Bank Proposals Due Prior to 1:00 P.M. Eastern
February 6, 2019 MPA Board Meeting / Approval of Loan
March 28, 2019 City of Miami Commission Meeting / Approval of Loan
April 8, 2019 Closing of the Loan
*Preliminary/subject to change.
L. RFP INSTRUCTIONS
All bids must be submitted via e-mail (in PDF or Word format) directly to MPA at the e-mail address
below for receipt no later than 1:00 PM Eastern Time on January 17, 2019:
Miami Parking Authority
Procurement Administrator
Procurement@MiamiParking.com
APPENDIX A
Outstanding Debt Service
Existing Senior Lien Debt:
The proposed Line will be subordinate to the MPA's existing senior lien bonds and any future
additional senior lien bonds issued under the senior lien ordinance.
City of Miami, FL
Parking Sys Rev & Rev Rfdg Bonds
Tax Exempt Series 2009
City of Miami, FL
Parking Sys Rev & Rev Rfdg Bonds
Taxable Series 2009
Year Ending
Principal
Interest
Total P&I
Principal
Interest
Total P&I
Aggregate P&I
10/1/2019
$ 35,000
$ 2,966,166
$ 3,001,166
$ 1,725,000
$ 97,618
$ 1,822,618
$ 4,823,784
10/1/2020
1,860,000
2,964,679
4,824,679
4,824,679
10/1/2021
1,940,000
2,883,304
4,823,304
4,823,304
10/1/2022
2,030,000
2,796,004
4,826,004
4,826,004
10/1/2023
2,120, 000
2,704,654
4,824,654
4,824,654
10/1/2024
2,220,000
2,606,604
4,826,604
4,826,604
10/1/2025
2,325,000
2,501,154
4,826,154
4,826,154
10/1/2026
2,435,000
2,390,716
4,825,716
4,825,716
10/1/2027
2,545,000
2,277,473
4,822,473
4,822,473
10/1/2028
2,675,000
2,152,035
4,827,035
4,827,035
10/1/2029
2,805,000
2,018,285
4,823,285
4,823,285
10/1/2030
2,945,000
1,878,035
4,823,035
4,823,035
10/1/2031
3,095,000
1,730,785
4,825,785
4,825,785
10/1/2032
3,250,000
1,575,135
4,825,135
4,825,135
10/1/2033
3,415,000
1,410,610
4,825,610
4,825,610
10/1/2034
3,585,000
1,237,729
4,822,729
4,822,729
10/1/2035
3,770,000
1,056,235
4,826,235
4,826,235
10/1/2036
3,955,000
867,735
4,822,735
4,822,735
10/1/2037
4,155, 000
669,985
4,824,985
4,824,985
10/1/2038
4,365,000
462,235
4,827,235
4,827,235
10/1/2039
4,585,000
237,265
4,822,265
4,822,265
Total
$ 60,110,000
$ 39,386,821
$ 99,496,821
$ 1,725,000
$ 97,618
$ 1,822,618
$ 101,319,439
Existing Subordinate Loan Obligation to the City of Miami:
2005 City of Miami
Fiscal Year
Loan Agreement
Principal
9/30/2019
9/30/2020
9/30/2021
9/30/2022
9/30/2023
9/30/2024
9/30/2025
150,000
150,000
150,000
150,000
150,000
150,000
150,000
Total
1,050,000
APPENDIX B
Estimated Historical & Budgeted Net Revenues Available After Senior Lien Debt Service
$ Amounts in thousands
Fiscal Year
2013 2014 2015 2016 2017 Budget Budget
2018(a) 2019(a)(b)
Operating Revenues $27,791 $28,757 $31,652 $34,212 $32,118 $32,002 $42,025
Operating Expenses(c) (15,678) (16,376) (15,947) (17,375) (17,629) (17,595) (19,180)
Interest Income
(59) 36 1 36 105 10 10
Net Revenue
Available for Senior $12,054 $12,417 $15,707 $16,873 $14,593 $14,416 $22,855
Debt Service
Senior Lien Debt
Serviced)
(4,575) (4,567) (4,557) (4,902) (4,905) (4,990) (4,995)
Available Revenue
After Existing Senior $7,479 $7,850 $11,150 $11,971 $9,688 $9,426 $17,860
Lien Debt Service)
(a) Represents unaudited budgeted figures.
(b) Includes FY 2019 budgeted rate increase. Subsequently, a modified rate increase was adopted which is
estimated to result in a reduction of $1,200k in both 'Net Revenue Available for Senior Debt Service' and
'Available Revenue After Existing Senior Lien Debt Service' illustrated above.
(c) Excludes depreciation and amortization.
(d) Includes amortization of bond issuance costs. Does not reflect additional senior lien bonds, other than
the existing Series 2009 Bonds, that may be issued under the senior lien ordinance in FY 2019 or future
years. FY 2019 figure excludes budgeted amounts for contributed capital of $133k and new debt service
of $1,195k.
(e) Available funds for subordinate debt service, including the proposed Line, are subject to other required
deposits under the senior lien ordinance to the reserve fund, renewal and replacement fund, and the
rebate account as required under the senior lien ordinance. Additionally, amounts do not reflect other
non -operating expenses of the MPA, including excess revenue distributions to the City of Miami.
APPENDIX C
FY 2019 Annual Budget
40 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
Page 1 of 6
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 Tots under the 1-395 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
Page 2 of 6
which it serves. To this end, K4PAcollaborates with the EngUsh', 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 Gale, "Innovate Miami: A
Catalyst for Disruption," Kixvanis 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
tobenefit Big Brothers Big Sisters and Dade County Public Schools.
* The Authority continues its participation in neighborhood parking advisory
committees, which provides m 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 N1PA 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 ofMiami Parks.
The Authority continues tosuccessfully maintain a relationship with the Adrienne Arsht
Center for the Performing Arts asits 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 mfthe 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 ofthe fiscal year.
MPA has not affected a formal rate change since 2009 while the cost mfrunning the
public parking system has continued to increase. TheOty'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 iyacrucial element inachieving this goal.
As we continue to experience growth throughout our [ity, additional parking
enforcement officers are needed to increase compliance and provide effective and
efficient coverage. In order to accomplish this, K4PAvvi|| increase its staff by adding 31
officers.
Page 3 of 6
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
31.32% 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.
Page 4 of 6
Lot revenues are budgeted to increase by $1,113,239 or 12.91%, primarily due to
increased utilization being experienced at various lots 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.
Page 5 of 6
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.
Sincererly,
'Arthur Noriega, V
Chief Executive Officer
Page 6 of 6
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 ALTHORIT"
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 1,294,444 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 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 & Amon 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 108,052 10,000 10,000 (98,052) - (90.75)
Gain (Loss) on Disposal Property (20,674) - 20,674 - (100.00) #DIV/0!
Interest Expenses (2,924,458) (3,320,417) (4,562,433) (1,637,975) (1,242,016) 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) #DIV/0! 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 Revenue In Excess of Expenses
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
$ $ $ Increase/(Decrease) Increase/(Decrease)
Operatng 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
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 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
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 lnsurance 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 Pay 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
Repairs. Maintenance, Cleaning & 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
ecuri
Security 961,927 841,534 784,800 (177,127)
Armored Car Services 15,888 15,500 18,000 2,112
(56,734)
2,500
977,815 857,034 802,800 (175,015)
(54,234)
(18.41) (6.74)
13.29 16.13
(17.90) (6.33)
Utili ies
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)
Workers Compensation Insurance 20,877 78,039 93,481 72,604
49,930
15,442
585,572 496,387 561,759 (23,813)
65,372
(17.07) 11.94
347.77 19.79
(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 - Management Fee 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
Rental - Building/Land
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
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
Parking Meter Parts & Installation
Equipment Rental
Parking Meter Parts & Installation
FY 2017 FY 2018 FY 2019 Requested Budget 2019 Requested Budget 2019
Actual
Approved Proposed vs. vs.
Budget Budget FY 2017 Actual Budget 2018 FY 2017 Actual Budget 2018
$ $ Increase/(Decrease) Increase/(Decrease)
22,326 27,500 18,000 (4,326) (9,500) (19.38) (34.55)
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
Trustee Fees 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) (1.49)
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
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 - -
Uncollectible 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
Total Operating Expenses 17,615,347 17,595,461 19,180,276 1,564,929 1,584,815 8.88 9.01
Operating Results Before Depr & Amor
Depreciation & Amortization
Operating Results
14,502,309 14,406,433 22,844,904 8,342,595 8,438,471 57.53 58.57
(2,673,315)
(2,921,070) (2,921,070)
(247,755) 9.27
11,828,994 11,485,363 19,923,834 8,094,840 8,438,471 68.43 73A7
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 Expenses (2,924,458) (3,320,417) (4,562,433) (1,637,975) (1,242,016) 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 Revenue 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 ofOff-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 apart hereof, ishereby 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
1 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, Wakes & Frin,e 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-teim disability and long tend 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-Operatinz 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
TABLE OF CONTENTS
Section 501.
Section 502.
Section 503.
Section 504.
Section505,
Section 506.
Section 507.
Section 508.
Section 509,
Section 510,
Section 511.
Section 512,
Section 513,
Section 514,
Section 515.
Section 516.
COMPOSITE
ORDINANCE NOS, 11693 AND 11719
CITY OF MIAMI, FLORIDA
PARKING SYSTEM REVENUE REFUNDING BONDS,
SERIFS 1990
TABLE OF CONTENTS
(continued)
Page
ARTICLE V
REVENUES AND FUNDS
Establisinnent of Funds 35
Revenues Received 6y the DepazLnent............. ............. ........ „......... ,.,....,...... 35
Application of Money in Revenue Account 36
Application of Money in Interest Account 38
Application of Money in Pfwcipal Account 38
Application of Money in Sinking Fund Account 39
Application ofMoney in Reserve Account 41
Application ofMoney in the Renewal and Replacement Account.. ..... ._..,43
Application of Money . m the General Reserve Account„,„47
Application of Money
in the Redemption Account ....................... „..... „. ,. , ,, 44
Insurance and Condemnation Award Account 46
Funds Held in Trust 46
Cancellabon of Bonds 46
Disposition of Fund Balanoss..................................,.,.,47
Security for the Bonds 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
Section603, Valuation 49
Section 604.
ARTICLE VII
GENERALS COVENANTS AND REPRESENTATIONS
Section 701. Payment of Principal, Interest and Premium Si
Section 702. Construction of 1998 Project and Additional System Facilities 51
Section 703, Operation of Parking System 52
Section 704, Rate Covenant 52
Scotian 705. Budgets and Covenant as to Current Expenses..„...„ ........ ...... 53
Section 706, Covenants with Credit Banks, Insurers and Reserve Product Pmviders 53
Section 707. Records, Accounts and Audits 54
Section 708. Insurance 55
Section 709. Notice of Taking; Cooper
ation of Parties 55
Section 710. Insurance and Eminent Domain Proceeds 55
Section71,1, Compliance with Applicable Law .................... ..... ,.................... ........,,...... 57
Section 712. Payment of Charges and Covenant Against Encumbrances... ................... ,„,,,, 57
57
Section 713. Disposition of Parking System
Section 714, Additional System Facilities, Additions to the Parking System........ .......... : 59
ri
Page
ARTICLE I
DEFINITIONS
Section 101. Meaning and Words and Tenn. 2
Section 102. Rules of Construction ............. .......... .....:..... ....................... ....„................ ,, 13
ARTICLE II
DETAILS OF BONDS; AUTHORIZATION OF DEFEASANCE OF 1993 BONDS
Section 201.
Section 202.
Section 203.
Section 204.
Section 205
Section 206.
Section 207.
Section 208,
Section 209.
Section 210.
Section 211.
Section 212.
Section 213.
Section 214.
Section 21S.
Section 301.
Section 302.
Section203.
Section 304,
Section 305,
Scginn 306.
Section 307.
Section 308.
Limitation on Issuance of Bonds...................................................,............. 14
Details of Bonds - 14
Execution and Form of Bonds ........ .......... .. .............. ...........,................15
Exchange of Bonds - 21
Negotiability, Registration and Registration of Transfer of Bonds 21
Authorization of 199E Bonda......................................................�..�.,,..,.....,....... zu
Additional Bonds for Additional System Facilities ........................................... 23
Additional Bonds for Completion Purposes .......................... ...... .......,,.. 26
Additional Bonds for Refunding Purposes ., .,...................................28
Tcnnparary Bonds. �..........�...................................�............,,........, �....30
Mutilated, Destroyed, lost, or Stolen Bonds 30
Qualified Derivative Agreements ....................... �.......� .....� ...,.,.,..,,.........,� 30
Authorization of Defense= of 1993 Bonds .................... ...... .,,,....... 31
ARTICLE 111
REDEMPTION
Redemption Generally 31
Exbaordin y Redemption ofnll Honda.........................�.,, 31
Selection of Bonds orPortions thereof to be Redscrmd ...... :..............,.,,31
RedemptionNotice........................................�.�..,,,,.� �..,..,,,......,,..,,...,,.� �3 i
Effect of Calling for Redemption .................. ..,.,.,, .......,..,................32
Redemption of Portion of Registered Bonds „............... ............. ....... ......... �33
Use ofGovemment Obligations to Redeem Bonds 13
ARTICLE 1V
CONSTRUCTION FUND
Section 401, Construction Fund.. ........ ................... ...... ....... ,....... ,,..... ........,...33.
Section 402, Payments from Construction Fund 34
Section 403. Cost of 1998 Project and Additional System Facilities .............. ...„..,....... ,,34
TABLE OF CONTENTS
(continued)
Page
Section 715, Contracts, Leases and Other Agreements 59
Section 716, interim Indebtedness; Short Tenn Indebtedness 59
Section 717. Financing of Special Purpose Facilities 60
Section7l8, Subordinated Debt .........................,„ 60
Section 719. Engagement of Accountant, Insurance Consultant, and Parking Consultant,, 61
Section 720, Further Instruments and Actions ....... ............. ..........,,....,........,...,.,.... 61
Section 721. Use of Revenues and Ioeonsistent Actions......... ................ 61
Section 722, No Free Parking at City Facilities 62
Section 723. Department to Manage Clty Parking Facilities - 62
Section 724. Biennial Inspection 62
Section BOi.
Section 802,
Section 803.
Section 804.
Section 805.
Section 806.
Section 807,
Section 808.
Section 809,
Section 810,
Section 811,
Section 812,
Section 313.
Section 814.
Section 901.
Section 902.
Section 903,
Section 904.
Section 905.
Section 906.
Section 907.
Section 908.
Section 909.
Section 910.
Section 911.
Section 912.
ARTICLE VIII
REMEDIES
Extension of Interest Payment ........................................................... ,,.. 62
Events of Default - 62
Acceleration of Maturities - - - 63
Remedies 64
Enforcement of Remedies. ........ ,„, ................................... ,„...„.„ . ..... . ....... „64
Pro Rata Application of Funds ... ::................................. ........ . ......... ............ 65
Effect of Discontinuance of Proceedings............................................,.......66
Cants[ of Procendings by Holders 66
Restrictions Upon Actions by Individual Holders 66
Enforcement of Rights of Action 67
No Remedy Exclusive 67
Delay Not a Waiver 67
Noticeof Default...................................................................� �.......,.........,,68
Right to Enforce Payment of Bonds Unimpaired ........................... . .........,68
ARTICLE LX
THE TRUSTEE
Acceptance of Trusts 68
I
..... ..................... ..
In rechon of ion of Trustee as Condition for Remedial coon.Upon 68
Limitations on Obligations and Responsibilities of Trustee . 69
Trustee Not Liable for Failure of Department to Act 69
Compensation ofTmstee and Paying Agent 69
Monthly Statements from Trustee .................. .......... ............................... 69
Trustee Protected in Relying on Certain Documents 70
Notice of Default 70
Trustee Not Responsible for Recitals ........ ........ ....�...... .......... 70
Trustee May Deal in Bonds .. - 70
Resignation and Removal of Trustee Subject to Appointnsent of Successor ,. 71
C- 1
TABLE OF CONTENTS
(continued)
Page
Suction 913. Removal of Tmstire 71
Section 914. Appointment of Successor Trusted 71
Section 915. Vesting of Duties in Successor Trustee 72
ARTICLE X
EXECUTION OF INSTRUMENTS BY HOLDERS, PROOF OF OWNERSHIP OF BONDS,
AND DETERMINATION OF CONCURRENCE OF HOLDERS
Section 1001. Execution of Instruments by Holders 72
ARTICLE XI
SUPPLEMENTAL ORDINANCES
Section 1101. Supplemental Ordinance Without Bondholders' Consent.... ....... ....... ........ 73
Section 1102. Supplemental Ordinance with Bondholders' Consent ...................... ., . ..,....,74
Section 1103. Supplemental Ordinances Part of Ordinance 75
Section 1104. Series Ordinance Not a Supplemental Ordinance 75
ARTICLE XII
DEFEASANCE
Section 1201. Cessation of Interest of Bondholders 75
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 130i. Effect of Covenants 77
Section 1302. Manner of Giving Notice 77
Section 1303. Succeessorship of Paying Agent and Bond Registrar 78
Section 1304. Successorship of City Officers 7g
Section 1305. Inconsistent Ordinances 79
Section 1306. Headings Not Part of Ordinance 79
Section 1307. City, the Board, Department, Trustee, Bondholders, Insurers, Credit Bank
and Reserve Product Providers Alone Have Rights Under Ordinance 79
Suction 1308. Effect of Partial Invalidity 79
Section 1309. State law Governs 79
Section 1310. Repeal of Ordinance 10115 79
Section 1312. Provisions Relating to Insurers 80
iv
WHEREAS, an emergency exists with respect to the enactment of this Ordinance in that,
in order to take advantage of existing market conditions and in girder to promptly commence the
1998 Project (as hereinafter defined) to meet the parking needs of the citizens and taxpayers of
the City, it is necessary that the City market bonds authorized hereunder as soon as possible, and
Immediate enactment of this Ordinance is necessary In order to accomplish such marketing; and
WHEREAS, the City Commission, by enactment of this Ordinance by at least a four -
fifths vote, hereby waives ail notice requirements for the regular enactment of municipal
ordinances, and
WHEREAS, this Ordinance is hereby declared to be an emergency measure on the
grounds of urgent public need for the preservation of peace, health, safety and the property of the
City;
NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OP
MIAMI, FLORIDA:
ARTICLE I
DEFINITIONS
Section 101. Meaning and Words and Terms. In addition to words or terms elsewhere
defined in this Ordinance the following words and terms as used in this Ordinance shall have the
fallowing meanings, unless some other meaning is plainly intended:
"Accountant" means the certified public accountant or fine of certified public
accountants engaged by the Board under the provisions of Section 719 of this Ordinance.
"Accreted Value" means, the value specified in any Series Ordinance for any date or
dates specified in such Series Ordinance as the principal amount of Capital Appreciation Bonds,
plus the amount of interest that has accreted thereon, If such date shalt 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 specified in such Series Ordinance and the Accreted
Value of the immediately succeeding date specified in such Series Ordinance calculated based on
the assumption that accreted value accrues during any period in equal daily amounts on the basis
of a year of twekve 30-day months.
"Additional Bonds" means the Bonds of the City authorized 10 be issued under Sections
209, 210 and 211 of this Ordinance.
"Additional Facilities Account" means the account in the Construction Fund created and
so designated by Section 401 of this Ordinance,
"Additional System Facilities" means (a) any parking garages and off-street parking
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, sinrctures, equipment and appurtenances
constituting a part thereof, (b) all enlargements of and improvements and addition to any existing
or future buildings and structures that constitute a portion of the Parking System, and (c) 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 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 PURPOSE OF
REFUNDING THE OUTSTANDING PARKING SYSTEM REVENUE
BONDS, SERIES 1992A OF THE CITY AND PAYING THE COSTS OF THE
ACQUISITION .AND CONSTRUCTION OF PUBLIC PARKING FACILITIES
WITHIN THE CORPORATE LIMITS OF THE CITY OF MIAMI;
AUTHORIZING THE USE OF DEPARTMENT FUNDS TO DEFEASE THE
OUTSTANDING PARKING SYSTEM REVENUE REFUNDING 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, SE I I tNG 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 NO, 10115; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, The City of Miami, Florida (the "City"), is authorized pursuant to the
Constitution and laws of the State of Florida, including, without limitation, Chapter 166, Florida
Statutes, and the Charter of the City, to own and operate, through the Department of OP -Street
Parking of the City, facilities for the parking of motor vehicles, to operate such facilities as a
proprietary function and an enterprise of the City, and to collect fees and charges for the use and
services ofsuch facilities; and
WHEREAS, the City is also authorized pursuant to the Constitution and laws of the State
of Florida and its Charter, to issue revenue bonds to pay the casts 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 an June 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 615,515,000 Parking System Revenue Refunding
Bonds, Series 1993A (the "1993 Bonds') ; and
WHEREAS, the City has determined that it is in the boat irderest of the citizens and
taxpayers of the City that it utilize certain funds on hand to defease the lien of the 1993 Bonds,
and that it issue revenue bonds under the lemur hereof to finance the cost of certain public
parking improvements more pattioularty described herein and to refund the 1992 Bonds, and that
it provide for the issuance of such bonds and other revenue bonds under the terms hereof; and
renewals and replacements of any of the foregoing, which parking garages, off—street parking
facilities, enlargements, improvements, additions, renewals and replacements are financed as a
whok or in part through the issuance of Additional Bonds or with money held in the General
Reserve Amount.
"Annual Budget" means the budget adopted or in effect for each Fiscal Year as provided
in Section 705 of this Ordinance,
"Appreciated Value" shall mean the valve specified in any Series Ordinance for any date
or dates specified on such Series Ordinance as dos Appreciated Value with respect to any Capital
Appreciation and Inane Bonds. If such date of calculation shall not be specified in such Series
Ordinance, "Appreciated Value" shall mean a portion of the difference between the Appreciated
Value as of the immediately preceding date specified in such Series Ordinance and the
Appreciated Value as of the immediately succeeding date spacitied in such Series Ordinance
calculated based upon an assumption that Appreciated Value accrues during any period in equal
daily amounts on the basis of a year of hvelve 30day months. As of any date of calculation on
and after the Interest Commencement Date, the "Appreciated Value" shall mean the Appreciated
Value on the Interest Commencement Date.
"Average Annual Principal and Interest Requirements" means the total amount of
Principal and Interest Requirements to become due on all Bonds divided by the total number of
y-ears 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 Bonds and any Additional Bonds issued
hereunder,
"Bond Counsel" means any attorney at law or Rrm of attorneys retained by the City, of
nationally recognized experience in matters pertaining to the validity of, and exclusion from
gross income for federal income tax purposes of interest on, the obligations of states 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' of any similar torn means the registered owner of
any Bond outstanding.
"Bond Insurance Policy" shall mean the municipal bond insurance policy or policies
issued by an Insurer guaranteeing the payment of the principal of and interest on any portion of
the Bonds; and with respect to the 1998 Bonds, shall mean the 1998 Bond Insurance Policy.
"Bond Registrar" means a bank or trust company either within or without the Slate that is
designated as such by the Board, such link or trust company being the same bank or trust
company designated to act 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 the Trustee has its principal corporate trust office
are authorized or required by law or oxccutivo order to close, or (ii) a day on which the New
York Stock Exchange is closed.
"Capital Appreciation Bonds" shall mean those Bonds as to which interest is
compounded periodically on each of the applicable periodie 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 designated by a Series Ordinance.
"Capital Appreciation and Income Bonds" shall mean any Bonds as to which accruing
interest is not paid prior to the specified Interest Commencement Date and is compounded
periodically on certain designated dates prior to the Interest Commencement Date for such Series
of Capital Appreciation and income Bonds, alt as so designated by a Series Ordinance.
'Capital Funds Budget" rot any Fiscal Year means the amount estimated by the Board to
be necessary for the extension, improvement; enlargement, renewal, or replacement of the
Parking System, whether, the same are to be commenced, continued, or completed during such
Fiscal Year or thereafter.
"Certificated Bonds"means any Bond which is represented by an instrument.
"Chairman" means the Chairman of the Board or the officer succeeding to the principal
functions thereof.
"Chief Financial Officer" means the Chief Financial Officer of the Department or his
designee or the officer succeeding to the Chief Financial Officer's principal functions.
"City" means The City of Miami, Florida, a municipal corporation,
"City Attorney" means the City Attorney of the City or tho person succeeding to the
principal functions Ilererof.
"City Clerk" means the City Clerk of the City, any Deputy Clerk or any officer
succeeding to the principal functions thereof
"City Commission" means the Commission of the City or the board or body in which the
general legislative powers of the City shall be vested.
"Construction Fund" means the fund created and designated the Miami Parking System
Canslmcton Fund by Section 401 of this Ordinance.
"Cost" as applied to the 1998 Project and any Additional System Facilities financed with
Bonds or other available funds, moms, without intending thereby to limit or restrict any proper
definition of such word wider law, all items of cost set forth in Section 403 of this Ordinance -
"County" mean; Miami -Dade County, Florida, a political subdivision of the State.
4
"Escrow Agent" means a bank or trust company, either within or without the State
designated as Escrow Agent in 010 Escrow Deposit Agreement and performing such Reactions as
aro required by such Agreement,
"Escrow Deposit Agreement" means the Escrow Deposit Agreement by and between the
City and the Escrow Agent, pursuant to which a portion of the proceeds of the Series 1998 Bands
and other funds of the City shall be held, invested and applied by the Escrow Agent as provided
in this Ordinance and the Escrow Deposit Agreement,
"Event of Default" moans each of those events of default set forth in Becton 802 of this
Ordinance.
"Fiscal Year" means the period commencing on the first day of October in any year and
ending on the last day in September of the following year, unless the Trustee is notified in
writing by the Director of a change in such period, in which case the Fiscal Year shall be the 12-
manth period set forth in such notice.
"General Reserve Account" means the account in the Parking System Fund created and
so designated by Seaton 501 of this Ordinance.
"Goverment Obligations" means (i) direct obligations of, or obligations the payment of
the principal of and the interest on which is guaranteed by, the United States of America or (ii)
any bonds or other obligations of any stale or governmental unit thereof which are rated at such
time in the then highest rating category (without reference to gradations within such categories)
of hvo or more nationally recognized municipal rating agencies,
"Helder of Record" means any owner of one or more Bonds who shall have filed with the
Director, in accordance with procedures established thereby, a written request setting forth his
name and address and the particular reports, notices and otter documents that ho desires and is
entitled to receive under this Ordinance,
"Insurance and Condemnation Award Account" means the account in the Bond Fund
created and so designated by Section 501 of this Ordinance.
"Insurance Consultant" means a person or a firm of persons of favorable repute in the
Slate, for skill and experience in dealing with the insurance requirements of enterprises similar to
the Parking System and in performing the duties to be Imposed upon it by this Ordinance.
Insurer" shall mean with respect to the 1998 Bonds, the 1998 Bond Insurer, and with
respect to any other insured Series of Bonds, shall mean the issuer of a Bond Insurance Policy
whose credit is such that, at the time of any action or consent required or permitted by the Insurer
pursuant to the team ofthis Ordinance, all municipal securities insured or guarantad by it are
then rated, because of such insurance or guarantee, in one of the two highest mating categories
(without regard to pluses or minuses) by al least one nationally recognized rating agency that
regularly rate the credit of municipal securities.
"Interest Account" means the account in the Bond Fund created and so designated by
Section 50i of this Ordinance.
6
"Credit Bank" shall mean as to any particular Series of Bonds, the Person (other than an
Insurer) providing a Credit Facility.
"Credit Facility" shall mean as to any particular Series of Bonds, a latter of credit, a line
of credit or another coedit or liquidity enhancement facility (other than a Bond Insurance Polley
issued by an Insurer), as approved In the Series Ordinance providing for the issuance of such
Series of Bonds.
"Current Expenses" means the current expenses, paid or accrued, of the Board and the
Department for the operation, maintenance, and ordinary, current repair of the Parking System as
determined in accordance with generally accepted accounting principles, including, without
limiting the genenrlity of the foregoing, all ordinary and usual expenses of operation,
maintenance, and repair, administrative expenses, salaries, payments to any retirement plan or
plans properly chargeable to tho Parting System, payments to other governmental entities for
current expenses for the operation, maintenance and repair of the Parking System, insurance
premiums and expenses and accumulation of appropriate reserves for self-insurance, engineering
expenses relating to the operation, maintenance, or repair of the Parking System, fees and
expenses of the Trustees and the Paying Agent, legal expenses, fees of consultants, and any other
expenses required to be paid by the Board and the Department under this Ordinance or by law,
but Current Expenses shall not include any reserves for extraordinary replacements or repairs,
any allowance for depreciation, any principal payment in respect of capital leases or
Subordinated Debt any deposits to any Fund or Account created under INS Ordinance or any
payment to any governmental entity for capital costs.
"Daily Newspaper" means a newspaper regularly published in the English language on at
least five days in each calendar week.
"Default" means any Event of Default and any event that, after notice or lapse of time or
both, would become an Event of Default.
"Department" means the Department of Off -Street Parking of the City created by the
Charter of the City or the department, board or body succeeding such Department by whatever
name at the time given to such Department and having jurisdiction over or control of the Parking
System.
"Depositary" means any bank or trust company duly authorized by law to engage in the
banking business and scl roiod by the Board as a depositary of money under this Ordinance.
"Director" means the Executive Director of the Department, the officer succeeding to his
principal functions, or such other individual who from time to time is designated in writing by
the Chairman to perform the duties of the Director.
"Eminent Domain" means the eminent domain or condemnation power by which all or
any part of the Parking System may be taken for another public use or any agreement that is
reached in lieu of proceedings to exercise such power.
'Interest Commencement Date" means, with respect to any particular Capital
Appreciation and Income Bonds, the date specified in the Series Ordinance authorizing such
Capital Appreciation and Income Bonds attar which interest accruing on such Capital
Appreciation and Income Bonds shall be payable on the dates specified in such Series
Ordinance.
"Interest Payment Date" means each interest payment date applicable to a Series of
Bonds as specified in the Series Ordinance with respect to such Series of Bonds,
'interim Indebtedness" means indebtedness of the City payable from Revenues which (a)
has a final maturity not more than sixty (60) months after tlx: 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 requirements of Section 716 of this
Ordinance,
"Investment Obligations" means any investment authorized pursuant to the laws of the
State of Florida.
"Net Proceeds' means the gross proceeds derived from insurance or as an award arising
from Eminent Domain, less payment of attorneys' fees and expenses properly incurred in the
collection of gross proceeds.
"Net Revenues" means the excess of Revenues over Current Expenses.
"I992 Bonds" mean the City's outstanding Parking System Revenue Bonds, Series
1992A,
"1993 Bonds" means the City's outstanding Parking System Revenue Refunding Bonds,
Series 1993A,
"I998 Bond Insurance Policy" shall mean tho municipal bond insurance policy issued by
the 1998 Bond Insurer insuring the timely payment of the principal of and interest on the 1998
Bonds.
"I998 Bond Insurer" shall mean MBIA Insurance Corporation (the principal operating
subsidiary of MBIA, Inc., a New York Stock Exchange listed company), or any successor
thereto.
"1998 Bonds" means the City's Parking System Revenue Refunding Bonds, Series 1998,
authorized hereby.
"1998 Project" means a four -level parking garage on Oak Avenue between Rice and
Mary Streets in Coconut Grove, a revenue control system, a 300-space surface packing facility
on Watson Island, renovation and rehabilitation ore 495-space parking garage to be located at 40
NW 3rd Steel, payment of litigation and settlement costs and expenses related to the Coconut
Grove Playhouse lawsuit between the Department and the State of Florida Department of State,
and other parking -related improvements and facilities.
7
C-3
"1998 Project Account" means the account in the Construction Fund designated as such
created by Section 401 hereof.
"Operations and Maintenance Requirement" means, as of the date of detennination, one-
fourth of the amount shown by the Annual Budget as Current Expenses for the then current
Fiscal Year.
'Option Bonds" means Bonds subject to tender for payment prior to their maturity at the
option of the Holder thereof.
"Ordinance" means this Ordinance together with any supplemental ordinances and Series
Ordinances enacted by the City.
"Ordinance No. 10115" means Ordinance No. 10115, enacted by the City on June 26,
1986, as the sane, has boon supplemented and amended,
"Outstanding" when used with reference to Bonds means, as of a particular dale, all
Bonds theretofore issued under this Ordinance except
(1) Bonds theretofore canceled by the Trustee or delivered to the Trustcc for
cancellation;
(2) Bonds for the payment of which money, Government Obligations, or a
combination of both, in an amount sufficient to pay an the date or dates when such Bonds are to
be paid or redeemed the Redemption Price of and the interest accruing to such date or dates on
the Bonds to be paid or redeemed, have been deposited with the Tntsico, the Paying Agent or an
escrow agent in Mani for the Holden of such Bonds; Government Obligations shall be deemed to
be sufficient to pay or redeem Bonds on a specified date if the principal of and the interest on
such Government Obligations, when due, will be sufficient to pay on such, date the Redemption
Price of, and the interest accruing on, such Bonds to such date; and
(5) Bonds in exchange for or in lieu of which other Bonds have boon authenticated
and delivered pursuant to this Ordinance.
"Parking Consultant" means any engineer, engineering fie,, fine ef certified public
accountants, parking consulting firm or corporation, or otter 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 of this Ordinance.
"Parking System" means, except as provided below, at existing real property, parking
garages, parking lots, off -sheet parking facilities and related facilities, structures, equipment and
machinery presently owned by the City or the Department and operated by the Department in
connection with the public parking of motor vehicles; the on -street parking meters installed at
any time or near the curbs of the streets within the jurisdiction of the Department (subject to
removal or relocation, no provided in Section 713 of this Ordinance); and any Additional System
Facilities and any parking garages and off-street parking facilities added to the parking System
pursuant to this Ordinance. "Parking System" shall not include, unless expressly provided in a
subsequent Ordinance or resolution, any airspace above a parking lot, parking garage or parking
index or formula, shall be used for purposes of this definition as the actual rani of interest with
teapcut to such Benda.
"Proceeds Account" means the account in the Construction Fund to be created and so
designated by Section 404 of [his Ordinance.
"Qualified Derivative Agreement" means an agreement between the City and a
munterparty creating Qualified Derivative Payments.
"Qualified Derivative Payment" shall mean a payment obligation created by a Qualified
Derivative Agreement, such as an interest 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 rale index or formula, provided that, in order for a payment to be. a "Qualified
Derivative Payment,' the long-terrn unsecured debt of the counterparty to the Qualified
Derivative Agreement to which such payment pertains must be at all times rated in at Ihast one of
the two highest rating 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 Derivative Agreement determined by reference to lniethest on a
notional amount and shall not include any other payments under such agreement (for example
any termination fee, indemnification obligations or other fees payable to the counietparty),
"Rebate Account" means the account in the Miami Parking System Fund designated as
such created in Section 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 principal amount of 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 the account in Parking System Fund created
and so designated by Section 50I of this Ordinance.
"Renewal and Replacement Account Requirement" for any Fiscal Year means that
amount established as such from rime to time by the Board, which amount shall not be less than
$250,000, or such greater amount as the Parking Consultant certifies is necessary for the
purposes of the Renewal and Replacement Account for such Fiscal Year.
"Reserve Account" means the account in the Bond Pend erected and so designated by
Section 501 of this Ordinance.
"Reserve Product' means an insurance policy or surety bond or letter of credit, line of
credit or other credit facility deposited In the reserve account in lieu of or in substitution for the
cash required 10 be deposited pursuant to Section 507 hereof.
l0
structure, commencing at such height above such lot, garage or structure as shall nor materially
interfere with the operation thereof as a parking facility,
"Parking System Fund" means the fund created and designated the Miami Packing
System Fund by Section 501 of this Ordinance.
"Paying Agent" means, with respect to Bonds of each Sorica, the Trustee and any other
banks or trust companies at which the interest on the Bonds of each Series ono payable
"Principal Account" means the aeceunt in the Bond Fund created and so designated by
Section j01 ofdris Ordinance.
"Principal and Interest Requirements" means the respective amounts which are required
in each Fiscal Year to provide:
(a) for paying the interest on ail Bonds then Outstanding which is payable in such
Fiscal Year,
(b) for paying the principal of all Serial Bonds and Term Bonds then outstanding
which is payable in such Fiscal Year, and
(c) the Sinking Fled Requirement for such Fiscal Year for all Tent Bonds then
enitstanding,
With respect to Variable Rate Bonds, the interest rate used le calculate Principal and
Interest Requirements shall be assumed to be one hundrat ten percent (11095) of the greater of
(a) the daily average interest ride on such Variable Rate Bonds during the twelve months ending
with the month preceding the date of calculation or (b) the most recent effective interest on such
Variable Rate Bonds prior to the date of calculation, If such Variable Rate Bonds were not
outstanding for a full twelve months ending with the month immediately preceding the date of
calculation, the rate described in clause (b) of the immediately preceding sentence shall be used
with respect to Option Bonds, the date or dates of tender shall be disregarded, unless actually
tendered and not remarketed; and the staid maturity dates thereof shall be used for purposes of
this calculation,. If such Option Bonds are required to be paid from Net Revenues hereunder on
such dale of tender
For all purposes of this Ordinance, if, with respect to any Series or portion ofa Series of
Variable Rate Bonds, the City enters into a Qualified Derivative Agreement providing for
payments to the City which are piedgod to the payment of interest on such Bonds in an amount
meal to interest on a notional amount equal to the principal amount of such Bonds (which may
include all or any potion of the principal amount of a Series of Variable Rate Bonds)
outstanding, based upon a fixed rate or a variable index or formula different front that used to
calculate interest on such Bonds, then the effective rate of interest to the City with respect to
such Bonds taking into account (i) the actual interest rate borne by such Bonds, (ii) payments to
be received by the City pursuant to such Qualified Derivative Agreement and (iii) payment
obligations of the City to the caunterparty under such Qualified Derivative Agreement, all bated
upon interest on such notional amount as determined by reference to a fixed rate or variable
9
"Reserve Product Provider" means the issuer or Reserve Product and shall mean MBIA
Insurance Corporation (the principal operating subsidiary of MB[A, Inc., a New York Stock
Exchange listed company), or any successor thereto with respect to the 1998 Bonds,
"Reserve Requirement" means an amount of money, or the aggregate available amount
under one or more Reserve Account Insurance Policies or Reserve Account Letters of Credit, or
a combination thereof, equal to the lesser of (i) the maximum Principal and Interest
Requirements calculated with respect to all Series of Bonds Outstanding hereunder in the current
or any subsequent Fiscal Year, (ii) 1239', of the average annual Principal and Interest
Requirements calculated with respect to all Series of Bonds Outstanding hereunder, or (iii) 109%
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 (iii), the issue price of Bonds (net ef pre -issuance
accrued 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 the stated redemption price at maturity.
'Revenue Account" means the account in the Parking System Fund created and so
designated by Section 501 of this 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 furnished by the
Parking System and all income earned from the ownership and rental of the Parking System and
properties financed by Subordinated Debt and by Interim indebtedness. (b) income receive by
the Department under any agreement to manage or operate facilities on behalf of any person, (c)
any proceeds of business interruption insurance, and (d) the investment income on, and the
income and gains realized upon the maturity or sale of, securities held by or on behalf of the City
or the Department in any Funds and Accounts established by this Ordinance. '[here shall not be
included in Revenues (i) any grants, contributions or donations; (ii) proceeds from the sale and
disposition of all or any portion of the Parking System; (iii) income from the operation of any
facilities to which reference is shade in Section 717 hereof for so long as such facilities are not
part of the Parking System; (iv) to the extent and for so long as such income is pledged to secure
the financing for the same, rental income from the leasing of any land used in connection with,
or income from the operation of, 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
investment of moneys in the Construction Fund; and (vii) the proceeds of any borrowing,
"Serial Bonds" means Bonds of any Series that are designated as such in the Series
Ordinance for such Series.
"Series" moans any series of Banda issued at any one lime under Sections 201, 209, 210,
or 21 I of this Ordinance.
"Series Ordinance" means collectively the ordinances and resolutions of the City
Commission than are adopted prior to the issuance of any Series of Bonds under Sections 20S,
209, 210, or 211 of this Ordinance. The 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
C-4
thereof, the rates of interest 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 for the designation of which Bonds are Serial Bonds, Term
Bonds, Capital Appreciation Bonds, Capital Appreciation and Income Bonds andior Option
Bonds, (c) provide for the application of the proceeds of the Bonds to which such Series
Ordinance rotates, (d) provide the Accreted Value of Capital Appreciation Bonds and the
Appreciated Value and Interest Commencement Date of Capital Appreciation and Income Bonds
and (o) include any other necessary or desirable provisions not inconsistent or in conflict with the
provisions of this Ordinance.
"Short Temh indebtedness" means indebtedness maturing not more than 365 days after it
is incurred, but shall not include accounts payable and accrued liabilities rotating to Current
Bxpcnscs.
"Sinking Fund Account" means the account in the Bond Fund created and so designated
by Section 501 of this Ordinance,
'Sinking Fund Dat& means, with respect to Tenn Bonds of any Series, the annual date
on which such Tema Bonds are to be redeemed or paid in accordance with the Series Ordinance,
'Sinking Fund Requirement' means, with respect to Tenn Bonds of any Series and for
any Fiscal Year, the 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 such Fiscal Year. The aggregate amount of such Sinking Fund ILouiremcnts for
the Term Bonds of each Series, together with the amount due on the final maturity of such Term
Bonds, shall be equal to the aggregate principal amount of the Temh Bonds of such Series. The
Sinking Fund Requirements for the Term 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 Tem.
Benda (such fmal installment being payable at maturity and not rtdxmed).
If on or before the 45th day next presiding any date on which Tenn Bonds are to be
retired pursuant to the Sinking Fund Requirement, the Department delivers to the Trustee, or the
Trustee applies money In the Sinking Fund Account to the purchase of, Term Bonds required to
be redeemed on such data, the Department shall receive a credit against amounts required to be
transferred from the Sinking Fund Account on account of such Tenn Bonds in the amount of
I00% of the principal amount of any such Tenn Bonds delivered to the Trustee or so purchased
by the Trustee, Any principal amount of such Tenn Bonds so delivered to the Trustee or
purchased by the Truslee that is in excess of the principal amount required to be redeemed on
such date shall lee credited against and reduce future Sinking Fund Requirements and future
payments on Term Bonds at maturity in such manner as shall be specified in a certificate of the
Chief Financial Officer filed with the Trustee pursuant to Soctiorr 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 Trustee, on or before the 15th day of October in each Fiscal
Year, to recomputed, if necessary, the Sinking Fund Requirement for such Fiscal Year and all
subsequent Fiscal Years for the Term Bonds Outstanding of each Series. The Sinking Fund
12
ARTICLE II
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 in accordance with the provisions of this Article. All covenants, agreements
and provisions of this Ordinance shall be for the equal benefit and security of all present and
future Bondholders without preference, priority of distinction as to lien or otherwise, except as
otnerwiso 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 Bond@. Except as otherwise provided by Series Ordinance, the
Bonds shall be issued in fully registered form, shall he numbered consecutively from R1 upward
if current interest bonds; shall be numbered consecutively from CABR-1 upward if Capital
Appreciation Bonds, shall be numbered consecutively from CAIR-1 upward if Capital
Apprcoiation and Income Bonds; shall be in denominations of $5,000 each or integral multiples
thereof except in the case of Capital Appreciation Bonds and Capital Appreciation and Income
Bonds, or in 55,000 maturity amounts or in multiples thereof if Capital Appreciation Bonds or if
Capital Appreciation and Income Bonds; shall bear interest at such rate or rates not exceeding
the maximum rate allowed by Florida law, the actual rate or rates or method of determining rates
to be determined by Series Ordinance; may be issued with variable, adjustable, convertible or
other rates 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 be fixed by Series Ordinance and may be Serial Bonds andror Term Bonds
and/or Variable Rate Bonds andror Option Bonds,
Except as otherwise provided by series Ordinance, each Bond shall bear interest from the
Interest Payment Date next preceding the date on which it is authenticated, unless authenticated
on an Intorcrst Payment Date, in which case it shall bear interest firm such Interest Payment
Date, or, unless authenticated prior to the first Interest Payment Date, in which case it shall bear
interest from its date; provided, however, that if at the time of authentication interest is in
default, such Bond shall bear interest from the date to which interest shall have been paid,
The Capital Appreciation Bonds shall beat interest only al maturity or upon redemption
prior to maturity in the amount determined by reference to the Accreted Value, The Capital
Appncialion and Income Bonds shall bear interest after the Interest Commencement Date svith
respect to such Capital Appreciation and Income Bonds. The Capital Appreciation and Income
Bonds shall bear interest at the interest Commencement Date or upon redemption prior to such
date in the amount determined by reference to the Appreciated Value.
Except as otherwise provided by Series Ordinance, the principal of and the interest on the
Bonds shall he payable in any coin or currency of the United Slates of America which on the
respective dates of payment thereof is legal tender for the payment of public and private debts.
The principal of the Bonds, except with the respect to the Capital Appreciation Bonds and the
Capital Appreciation and Income Bonds in which case the Accreted Values and Appreciated
Values, respectively, shall be payable only to the registered Holder or his legal representative at
the principal corporate trust office of the Paying Agent, and payment of the interest on the Bonds
14
Requirement for such Fiscal Year as so recomputed shall continue to be applicable during the
balance of such Fiscal Year and no adjustment shall be made therein by reason of Term Bonds
purchased or redeemed or called for redemption during such Fiscal Year,
finny Term Bonds of the same maturity of any Series ate paid or redeemed by operation
of the Redemption Account, the Tnrsise shall reduce future Sinking Fund Requirements therefor
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 the Chief Financial Officer filed with the Trustee
pursuant to section 510 of this Ordinance or, if no such certificate is filed, in the inverse order of
the scheduled retirement of such Tenn Bonds.
hereof.
"Special Purpose Facilities" means those facilities authorized pursuant to Section 717
'State means Slate of Florida,
"Subordinated Debt" means the indebtedness of the City or tho Department authorized by
Section 718 of this Ordinance,
"Taxable Bonds" means Bonds the interest on which is not Intended at the lime of
issuance thereof to he excluded from the gross income of the Holders thereof for federal income
tax purposes.
'Term Bonds" means the Bonds of any Series that are designated as such in the Series
Ordinance for such Series.
'Trustee" means the Trustee at the time serving as such under this Ordinance, whether
original or successor.
"Uncedifrcated Bonds" means any Bonds which are fully registered as to principal and
interest and which are not represented by an instrument.
"Variable Rate Bonds" means obligations issued with a variable, adjustable, convertible
or other similar rate which is not Rxcd in percentage at the date of issue for the entire term
thereof,
Section 102, Rules of Constniction, Words of the masculine gender shall be deemed
and construed to include correlative words of the feminine and neuter genders. Unless the
context shall otherwise indicate, words used herein shall include the plural as well as the singular
number. The word "Person" shall include corporations, firms, associations, partnerships, joint
ventures, joint stock companies, trusts, unincorporated organizations, and public bodies, as well
as natural persons. When used in connection with the amounts on deposit in or to be deposited
in any Fund or Account created hereunder, the word "money" shall include Investment
Obligations,
13
(other than, the Capital Appreciation Bonds), including die Capital Appreciation and Income
Bonds after the interest Commencement Date shall be made by the Paying Agent on each
Interest Payment Dare to the person appearing on the registration books of the City hereinafter
provided for as the registered Holder thereof, by draft or check mailed to such registered Holder
at his address es 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,
the Appreciated Value with respect to the Capital Appreciation and Income Bands and the
principal on all other Bonds shall be made upon the presentation and surrender of such Bonds as
the same shall become due and payable,
Section 203. Execution and Fenn of Bonds, The Bonds shall be signed by, or bear the
manual or lie facsimile signatures of, the City Manager of the City (the "City Manager') and the
City Clerk, and a facsimile of the official seal of the City shall be imprinted an the Bonds, In
case any officer whose signature or a facsimile of whose signature appears on any Bonds ceases
to be such officer before the delivery of such Bonds, such signature or such facsimile
nevertheless shall be valid and sufficient for all purposes the same as if he had remained in office
until such delivery, oed any Bond may bear the facsimile signature of or may be signed by, such
persons as at the actual time of the execution of such Bond am the proper officers to execute
such Bond although at the date of such Bond such persons may not have been such officers. The
definitive Bonds issued under this Article shall be substantially in this following form, with such
appropriate variations, omissions and Insertions as may be required or permitted by this
Ordinance and shall have endorsed thereon such legends or text as may be necessity or
appropriate to conform to the applicable riles and regulations of any governmental authority or
any securities exchange an which the Bads may be listed or to any requirement of law with
respect thereto:
15
C-5
[Form of Bonds]
No,
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
' THECITY OF MIAMI
PARKING SYSTEM REVENUE BOND
SERIES
MATURITY DATE INTEREST RATE DATED DATE CUSIP NO
Registered Owner:
Principal Amount:
The City of Miami (the "City"), a municipal corporation in the County of Miami -Dade,
State of Florida, for value reeehod, promises to pay, but solely from the sources and in rho
manner described below, to the order of the Registered Owner as herein provided, on the
Maturity Date, upon the presentation and surrender hereof, at the principal corporate trust office
of in the City of (the "Trustee') the
Principal Amount identified above. The City also promises to pay, solely from such sources,
interest thereon from the date hereof at the Interest Rale identitied above per annum until said
principal sum is paid, such interest being payable on and
and in each year commencing , from the interest payment date next
preceding the date of registration and authentication of this Bond, unless this Bond is registered
and authenticated as of an interest payment date, in which caw it shall bear interest from said
interest payment date, or unless Bds Bond is registered and authenticated prior to
In which case such Bond shall bear interest from __; provided, however,
that if at the time of authentication, interest is in default, this Bond shall bear interest from the
date to which interest shall have been paid. The City shall pay principal and interest in any coin
or currency of the United States of America that is legal tender for the payment of public and
private debts on the respective dates of payment thereof.
This Bond is one of a duly authorized series of Parking System revenue bonds of the
City, initially issued in an aggregate principal amount of
Dollars ($ ) (the "Series Bonds"). The Series Bonds are dated
10 , and are of like tenor and effect except as to number, interest rate, stated
maturity, and redemption, The City will use the proceeds of the Series Bonds to [Insert
Uses].
The Series Bonds are issued under Ordinance No. duly enacted by the City
Commission of the City on 1998 (said ordinance, together with ail supplements
and amendments thereto, is hereinafter referred to as the "Ordinance'). The Ordinance: provides
l6
[Insert redemption provisions applicable to the Series Bonds]
All Bonds are subject to redemption as a whole at any time or in part, on any Interest
Payment Dale at the option of the City, at a redemption price equal to the principal amount
thereof without premium, plus accrued interest to the redemption date, if all or any past of the
Parking System (as defined in the Ordinance) is damaged, destroyed, or condemned.
If less than all of the Bonds are called for redemption, the particular Bonds to be
redeemed shalt be selected by the City as provided in the Ordinance.. lithe City fails to select
the Bonds 10 be redeemed, the Tnrstee shall first redeem Bonds bearing the highest rate of
interest, and if Bonds of more than one maturity bear the same rate of interest, the Trustee will
redeem Bonds in the inverse order of maturities and by lot within a maturity as the Trustee, in its
discretion, may determine.
Any such redemption, either as a whole or in part, may be made upon at least 30 days'
prior notice as provided in the Ordinance.
On the date fixed for redemption, notice having been mailed in the manner provided in
the Ordinance, the Bonds or portions thereof called for redemption will be due and payable at the
redemption price provided therefor, plus accrued interest to such date. If there has been
delivered to the Trustee, and the Trustee is then holding in tout, money or Government
Obligations of the United States, or a combination of both, sufficient to pay the redemption price
of the Bonds to be redeemed plus accrued interest to the date of redemption, interest on the
Bonds called for redemption will cease to accrue; such Bonds will cease to be entitled to any
benefits or security of, or to be, deemed outstanding under the Ordinance; and the holders of such
Bonds will have no rights in respect thereof except to receive payment of the redemption price
thereof, plus accrued interest to the date of redemption. In addition, this Bond oil] not be
deemed to be outstanding under the Ordinance and will cease to be entitled to the security of or
any rights under the Ordinance, and the holder hereof shall have no rights other than to be given
notice of redemption and to receive payment of the redemption price hereof and accrued interest
hereon to the date of redemption, if irrevocable instructions to pay this Bond on one or more
specified days or to call the same for redemption at the earliest redemption date have been given
to the Trustee and money or Government Obligations, or a combination of both, sufficient to pay
the redemption price of this Bond, together with accrurd interest hereon to such date, are held by
the Trustee in trial for the holder hereof. Government Obligations will be deemed to be
sufficient to redeem or pay this Bond on a specified date if the principal of and the interest on
such Government Obligations, when due, will be sufficient to pay on such date the redemption
price of and the interest accruing on this Bond to such date, as more fully provided in the
Ordinance,
]Insert applicable provisions relating to Capital Appreciation Bonds,
Capita Appreciation and Income Bonds, Option Bonds miller Variable Rare Bonds]
The holder of this Bond shall have no right to enforce the provisions of the Ordinance, to
institute action to enforce the covenants therein, to take any action with respect to any event of
default under the Ordinance, or to institute, appear in or defend any suit or other proceeding with
respect thereto, except as provided in the Ordinance.
1.8
for the issuance from time to time of additional bonds on a parity with the Series Bands,
under the conditions, limitations and restrictions and for the purposes set forth in the Ordnance
(the Series Bonds, together with all such additional bonds, as hereinafter referred to as the
"Bonds'). All capitalized undefined teams used herein shall have the meaning rat forth in the
Ordinance.
This Bond is a limited obligation of the City secured by a pledge of, and payable solely
from, Net Revenues, the City's rights to receive Net Revenues, and the money and Investment
Obligations in the funds and accounts established under the Ordinance and the income derived
from such Investment Obligations and the investment of such money.
`this Bond shall not be deemed to constitute a debt of the City for which the full faith and
credit of the City are pledged, and the City is not obligated to pay this Bond or the premium, if
any, or tho interest hereon except from the aforementioned sources. The issuance of this Bond
shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of
taxation whatever therefor, and the holder of this Bond shall have no recourse to the power of
taxation, This Bond does not constitute a charge, lien, or encumbrance, legal or intuitable, upon
any property of the City other than upon the Net Revenues and other items expressly pledged
under the terms of the Ordinance.
Reference is made to the Ordinance for a more complete statement of the provisions
thereof and of the rights of the City, the Trustee, and the holders of the Bonds. Copies of the
Ordinance are on file and may be inspected at the principal office of the Trustee, By the
purchase and acceptance of this Bond the holder or owner hereof signifies assent to sit 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 dee
Chatter of the City.
The transfer of this Bond is registrable by the registered owner hereof in person or by his
attorney or legal representative at the principal office of the Trustee, but only upon presentation
hereof to the Trustee, as Bond Registrar, together with an assignment duly executed by the
registered owner or his attorney or legal representative, and the Trustee, as Bond Registrar, shall
rnake a natation of such transfer on the books maintained for such purpose and shall endorse the
same hereon,
Any holder requesting any exchange or registration of transfer of this Bond shall pay any
tax or other governmental charge required to be paid with respect thereto and any charge for
shipping and out-of-pocket costs incurred by the City and the Trustee in connection with such
exchange or registration of transfer. The Trustee shalt not be required to make any exchange or
to register the transfer of this Bond during the period of 1.5 days next preceding any interest
payment date or after notice of redemption of this Bond or any portion thereof has been given
pursuant to the Ordinance.
17
Upon the occurrence of certain events of default, and on the conditions, in the manner
and with the effect set forth in the Ordinance, the principal of this Bond may become or may be
declared duo and payable before its stated maturity, together with the interest accrued hereon,
!Acidifications or alterations of the Ordinance or of any Ordinance supplemental thereto
may be made only to the extent and in the circumstances permitted by the Ordinance.
Subject to the provisions for registration endorsed hereon and contained in the Ordinance,
nothing contained in this Bond or in the Ordinance shall affect or impair the negotiability of this
Bond, and this Bond shall have, as between successive holders, all the qualities and incidents of
a negotiable instrument under the uniform commercial code investment securities law of the
State of Florida and shall be understood to bean investment security within the meaning of and
for all the purposes of Article. 8 of the Uniform Commercial Code of Florida. This Bond is
issued with the intent that the laws of the State of Florida shall govern its construction.
All acts, conditions, and things required to happen; exist and be performed precedent to
and in the issuance of this Bond have happened, exist and have been performed as required.
This Bond shall not be valid or be,bme obligatory for any purpose or be entitled to any
benefit or security under the Ordinance until the certificate of authentication endorsed hereon has
been executed by the Trustee.
IN WITEFSS WHEREOF, 'the City of Miami has caused this Bond to be signed by
[hear the facsimile signauuv of] Its Mayer and to be signed by [bear the facsimile signature of]
its City Clerk, and official seal to be Imprinted hereon, all as of the day of
19_
(SISAL)
ATTEST:
By: _
City Clerk
19
THE CITY OF MIAMI, FLORIDA
By:
Mayor
APPROVED AS TO FORM:
By:
City Attorney
C-6
CERTIFICATE OF AUTHENTICATION
This Bond is a Bond of the Series designated therein Issued under the provisions of the
within -mentioned Ordinance.
Date of Authentication
Trustee
By:
Authorized Signatory
ASSIGNMENT AND TRANSFER
For value received, the undersigned, sells, assigns and transfers unto
(please insert Social Security or other identifying number of transferee)
the attached Bond of the City of, Miami, Florida, and does hereby constitute and appoint
attorney, to transfer the said Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed by
[Member firm of the New York Stock
Exchange or a commercial bank or a
trust company,]
By; {manual signature)
NOTICE: No transfer will be registered and
Title: no new Bonds will bo issued in tine name of the
Transferee, unless the signature to this
assignment corresponds with the name as it
appears on the face of the within. Bond in
every particular, without alteration or
enlargement or any change whatever and the
Social Security or Federal Employer
Identification Number of the Transferee is
supplied.
[End of Fenn of Bond]
20
Ordinance, The Trustee's certificate of authentication an any Bond shall be deemed to have been
duly executed if signed by an authorized officer of the Trustee, but it shall not be necessary That
the sane officer sign the certificate of authentication on all of the Bonds that may be issued
hereunder at any one time.
Section 208 Authorization of 1991 Bonds. There shall be initially issued under and
secured by this Ordinance the 1998 Bonds of the City in an aggregate principal amount not
exceeding FOURTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS (514,500,000)
for the purpose of providing funds, together with any other available fiends, for paying at their
respective maturities or redeeming at selected redemption dates (as specified 'm 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 on the Net Revenues
shall also be defeased by the deposit by the City of funds under the tents of the Escrow Deposit
Agreement.
Before the 1991 Bonds are issued under this Section, the City Commission shall adopt a
resolution fixing, or providing for the fixing of, the amount and the details of such 1998 Bands.
The 1998 Bonds issued under this Section shall be dated, shall have such Interest Payment Dates,
shall be slated to mature (subject to the right of prior redemption as hereinafter set forth) on such
date in such year or years, shall have such Paying Agent, shall bear interest, and shall have such
Sinking Fund Requirements and redemption provisions, all as are then permitted by law and as
are provided in or by such resolution. Such Bonds shall be executed in substantially the form
hervinabove set forth, with such changes as may be nee scary or appropriate to conform to the
provisions of such resolution.
The 1998 Bonds shall be deposited with the Trustee for authentication and delivery, but
before such Bonds shall be delivered the following shall be filed with the Trustee:
(a) a copy, certified by the City Clerk to be a tree and correct copy, of this Ordinance;
(b) a copy, certified by the City Clerk to be a true and correct copy, of the resolution
referred to above, which resolution shall also authorize the execution of the Escrow Deposit
Agreement, provide for the disposition of moneys held by the Tnuiee under Ordinance No.
IOI I5 and any other depositary, provide for the awarding of the 1998 Bonds and direct the
authentication and delivery of said 1998 Bonds to or upon the order of the purchasers named in
said resolution upon payment of the purchase price (heroin set forth, plus the accrued interest on
the Bonds;
(c) 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 the
issuance of the 1998 Bonds has been duly authorized and that all conditions precedent to the
delivery otsuch 1998 Bonds have been fulfilled.
When the documents described in paragraphs (a) through (d) of this section have been
filed with the Trustee and when the 1998 Bonds have been executed and authenticated as
required by this Ordinance, the Trustee shall deliver said 1998 Bonds to or upon the order of the
purchasers named in the resolution referred to above, bur only upon payment to the Trustee of
22
Section 204. -/i here of Bonds. Any Bonds, upon surrender thereof at tine principal
corporate trust office of the Bond Registrar, together with an assignment duly executed by the
Bondholder or his attorney, or legal representative in such Conn as shall be satisfactory 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,
The City shall make provision for the exchange of Bonds at the principal. office of the
Trustee.
Section 205. Negotiability. Registration and Registration of Transfer of Bonds. The
Trustee is hereby appointed as Bond Registrar and as such shall keep books for the registration
and the registration of transfer of the Bonds as provided in this Ordinance,
The Bond Registrar shall keep books for the registration, of and for the registration of
transfers of Bonds as provided herein. The transfer of any Bonds may be registered only upon
such books and only upon summder thereof to the Bond Registrar together with as assignment
duly executed by the Bondholder or his attorney or legal representative in such form as shall be
satisfactory to the Bond Registrar, Upon any such registration of transfer the City shall execute
and the Bond Registrar shall authenticate and deliver in exchange for such Bond, a new Bond or
Bonds registered inthe name of the transferee, and in an aggregate principal amount equal to the
principal amount of such Bond or Bonds so surrendered.
In all cases in which Bonds shall be exchanged, the City shall execute and the Bond
Registrar shall authenticate and deliver, at the earliest practicable time, Bonds of tho same type
in accordance with the provisions hereof. All Bonds surrendered in any such exchange or
registration or transfer shall, forthwith be cancelled by the Bond Registrar. The City or the Bond
Registrar may make a charge for every such exchange or registration of transfer of Bonds
sufficient to reimburse it for any tax or other governmental charge required to be paid with
to such exchange or registration of transfer, and for shipping and out-of-pocket casts
incurred by the City or the Trustee, but no other charge shall be made to any Bondholder for the
privilege of exchanging or registering the transfer of Bonds under the provisions of this
Ordinance.
Section 206. Ownership of Bonds. The person in whose name any Bond is registered
shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or
on account of the principal of any such Bond shall be made only to or upon the order of the
registered owner thereof or his legal representative. All such payments shall be valid and
effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so
paid.
Section 207. Authentication of Bonds. Only such Bonds as have endorsed thereon a
certificate of authentication substantially in the form hereinabove set forth, duly executed by the
Trustee, shall be entitled to any benefit of security under this Ordinance. No Bonds shall be
valid or obligatory for any purpose unless and until such certificate of authentication on the Bad
has been duly executed by the Trustee, oral such certificate of the Trustee upon any such Bond
shall be conclusive evidence that such Bond has been duly authenticated and delivered under this
21
the purchase price of said 1998 Bonds and the accrued interest thereon. The Trustee shall be
entitled to rely upon the Ordinance and the resolution referred to above as to all matters stated
therein.
The procatds (including accrued 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) the amount 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 the purpose shall Ica
credited to a cost of issuance subaccount in the 1998 Project Account in the Cons4uction Fund
herein created and applied to the payment of the expenses of issuing tho 1998 Hauls, 'including,
but not limited to, financial advisory, accounting and legal fees, Parking Consultant fens, rating
agency fens, printing sus, bond insurance ptrndmns, initial Trustee, Paying Agent and Escrow
Agent fees and expenses related to the foregoing and any miscellaneous expenses relating to the
issuance of the 1998 Bolds;
(3) an amount equal to the Reserve Requirement on the 1998 Bonds shall be
deposited to the credit of the Reserve Account;
(4) an amount sufficient for the purpose shall be applied to purchase Government
Obligations the principal of and the interest on which when due will enable the Escrow Agent,
together with any cash deposited with the Escrow Agent, to pay and redeem the Outstanding
1992 Bonds to ler paid and redeemed, together with interest to become due on such Outstanding
1992 Bonds until their dates of maturity or redemption and any redemption premiums and
assaoiatrd costs and expenses all in accordance with the Escrow Deposit Agreement; and
(5) the remainder of the proceeds of the 1998 Bonds shall he deposited to the 1998
Project Account in the Construction Fund herein created and applied to pay the Cost of the 1998
Project.
Any moneys 'm the account mentioned in (2) in excess of the requirements of such
account shall be transferred to the credit of the 1998 Project Account in the Construction Fund.
Simultaneously with the delivery of the 1998 Bonds, the moneys in the several funds and
accounts held tinder Ordinance No. 10115 shall be applied as provided in a certificate of the
Mayor or the Director executed at the time of issuance of the 1998 Bonds,
Notwithstanding the provisions of paragraph (3) above, the City, through the Department,
may provide for the deposit set forth in such paragraph by the purchase of a Reserve Product as,
provided in a certificate of the Mayor or the Director executed at the time of issuance of the 1998
Bonds.
Section 209. Additional Binsig for Additional System Facilities. One or more Series of
Additional Bonds may be issued coder and secured by this Ordinance d one time of from time to
time, subject to the conditions hereinafter provided in this Section, for the purpose of providing
23
C-7
funds 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 the Department, or repay any advances made from any source,
to finance temporarily such cost, including Interim Indebtedness, (c) increase the amount on
deposit in the Rsotve .Account, (d) pay interest accruing en the Additional Bonds as specified in
the Series Ordinance relating thereto, and (c) pay expanses incurred in connection with the
Issuance of the Additional Bonds.
Before any Additional Bond shall be issued under this Section, the City Commission
shall adopt a Series Ordinance authorizing the issuance of such Additional Bonds, fixing, or
providing for the fixing of, the amount and the details thereof, and describing in brief and general
terms the purposes for which the Additional Bonds are Io be issued, The Bonds of each Series
issued under this Section shall be dated, shall have such Interest Payment Dates, shall be stated
to mature (subject to the right of prior redemption as hereinafter set forth) on such date in such
year or years, shall have such Paying Agent, shall bear interest, and shalt have such Sinking
Fund Requirements and redemption provisions, all as then permitted by taw and as provided for
by the Series Ordinance authorizing the issuance of such Additional Bonds. Such Additional
Bonds shall be executed in the form hereinabove set forth, with such changes as may be
necessary or appropriate to conform to the provisions of the Series Ordinance,
Except as to any differences in the rate or rates of interest, the Interest Payment Dates, the
maturities, or the provisions for redemption, each Series of Bonds issued under this Section 209
shall be on a parity with and shall be entitled to the same benefit and security of this Ordinance
as all other Bonds issued under this Ordinance.
Such Bonds shall be deposited with the Trustee for authentication and delivery, but
before such Additional Bonds shall be delivered the following shall be filed with the Trustee:
(a) a copy, ecr ilibe by the City Clerk to he a true and correct copy, of the Series
Ordinance for such Series, which Ordinance shall also award, or provide for the awarding n( the
Additional Bonds and direct the delivery of such Additional Bands to or upon the order of the
purchasers named in said Series Ordinance upon payment of the purchase price therein set forth,
plus accrued interest on We Additional Bonds;
(b) a certificate signed by the Chief Financial Officer setting forth:
(I) the Net Revenues for the most recent Fiscal Year for which audited financial
statements were filed under the provisions of Section 707 of this Ordinance, as such Net
Revenues wore shown on the certificate accompanying such statements, to which shall be added
the additional Net Revenues which would have been received, as estimated in a certificate or
report by due Parking Consultant and approved by the Chief Financial Officer, if rue adjustments
affecting all or part of the Parking System to become effective prior to the issuance of the
Additional Bonds had been in effect during such Fiscal Year,
(2) the amount, if any, that Is then available or will be made available for paying the
Cost of such Additional System Facilities and the source or sources from which such amount has
been or will be received;
24
When the documents described in paragraphs (a) through (g) of this Section have been
filed with the Trustee and when such Additional Bonds have been executed and authenticated as
required by this Ordinance, the Trustee shall deliver such Additional Bonds to or upon the order
of the purchasers named in the Series Ordinance, but only upon payment of the purchase price of
such Additional Bonds and the accrued interest thereon. The Trustee shall be entitled to rely
upon the Series Ordinance as to all matters stated therein but shall not deliver tho Additional
Bonds unless, as demonstrated in a certificate delivered on behalf of the City:
(1) the Proceeds (excluding accrued interest) or such Additional Bonds, together with
the other funds that have been or will be made available for such purpose as shown, in (b) (2)
above, are not less dean the estimated cost of the Additional System Facilities to be financed as a
whole or in part by the issuance of such Bonds as estimated by the Parking Consultant in (so) (l)
above, and
(2) the amount shown in (b) (1) above is not less than 150% of the amount shown in
(b) (3) above, and
(3) the amount shown in (d) (2) above le not less than 150% of the amount shown in
(b) (4) above.
The proceeds (including accrued interest and any premium) of said Additional Bonds
shall be applied by the Trustee as provided in the Series Ordinance for such Additional Bonds.
Section 210. Additional Bonds for Completion Purposes. If and to the extent necessary
(as shown by the documents described in paragraphs (a) and (b) of this Section) to provide
additional funds for completing the payment of due Cost of any Additional System Facilities, one
or more Series of Additional Bonds may be issued under and secured by this Ordinance, at one
time or from time to time, in an amount, together with any other available funds, sufficient to (a)
complete payment of such Cost, (b) pay any debt obligations issued by the City, er repay any
advances made from any source, to finance temporarily such Cost including any Interim
tndebtodness, (a) increase the amount on deposit in the Reserve Account, (d) pay interest
accruing on the Additional Bonds as specified in the Series Ordinance relating hereto, and Co)
pay expenses Incurred in connection with the issuance of the Additional Bonds.
Before any Additional Bonds shall be issued under this Section, the City Commission
shall adopt a Series Ordinance authorizing the issuance of such Additional Bonds, fixing, or
providing for the fixing of the amount end the details thereof, and determining that it is desirable
to complete the Additional System Facilities, The Bonds of each Series issued under this Section
shall be dated, shall have such Interest Payment Dates, shall be stated to mature (subject to the
right of prior redemption as hereinafter set forth) on such date in such year or years, shall have
such Paying Agent, shall bear interest, and shall have such Sinking Fund Requirements and
redemption provisions, all as then permitted by law and es provided in the Series Ordinance
authorizing the issuance of such Additional Bonds, Such Additional Bonds shall be executed in
the form hereetabove set forth, with such changes as may be necessary or appropriate to eonfoms
to the provisions of the Series Ordinance for such Additional Bonds,
26
(3) the amount of the Principal and Interest Requirements for the most recent Fiscal
Year for which audited financial statements were filed usher the provisions of Section 707 0£
this Ordinance, but netting therefrom any amount of interest for such Fiscal Year for which a like
amount of accrued or capitalized interest has been set aside and hold hereunder; and
(4) the amount of the maximum Principal and Interest Requirements for any Fiscal
Year thereafter including with respect to the Additional Bonds then requested to be delivered;
(c) a certificate signed by the Parking Consultant and approved by Iho Director
setting forth:
(l) an estimate of the total Cost of the proposed Additional System Facilities to be
financed by the issuance of the Additional Bonds, and
(2) the estimated date upon which such Additional System Facilities are to be placed
in use and operation,
(d) a certificate or report signed by the Parking Consultant and approved by the Chief
Financial Officer setting forth:
(I) an estimate of the Net Revenues attributable to the placing in use and opomtion of
the Additional System Facilities to be financed from the proceeds of such Additional Bonds for
each of the five Fiscal Years immediately succeeding the Fiscal Year in which the Additional
System Facilities are to be placed in use and operation, and
(2) a calculation showing the sum of (i) the amount shown in (b) (1) above and (ii)
one -fifth (II5) of the total of the amounts shovm in (d)(i);
(e) a certificate of the Chief Financial Officer and the Trustee to the effect that no
Default has occurred and is continuing under this Ordinance;
(f) an opinion of the City Aftemey to the effect that (i) the City and the Department
have obtained from such governmental authorities, boards, agencies or commissions having
jurisdiction over the Parking System all approvals, consents, authorizations, certifications, and
other osiers that are necessary for the acquisition and construction of the Additional System
Facilities except for approvals, consents, authorizations, certifications, or orders as to which the
City Attorney has no reason to believe that the City or the Department will not be able le obtain
the saline when inquired, (ii) tits Ordinance, the Series Ordinance, and all other Ordinances and
resolutions relating to the issuance of the Additional Bonds have been duly adopted at meetings
of the City Commission duly noticed, called and held in accordance with law and at which
quorums were present and acting throughout and such Ordinances and resolutions are still in full
force and effect, (iii) the issuance of such Additional Bonds has been duly authorized, and (iv) all
conditions precedent 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 precedent to the delivery of such
Additional Bonds have been fulfilled,
25
Except as to any difference in the rate or rates of interest, the Interest Payment Dates, the
maturities, or the provisions for redemption, each Series of Bonds issued ender this Section 210
shall be on a parity with, and shall be entitled to the same benefit and security of this Ordinance
as, all other Bonds issued under this Ordinance.
Such Additional Bonds shall be deposited with the Trustee for authentication and
delivery, but before such Additional Brads shall be delivered the following shall be filed with
the Trustee:
(a) a copy, certified by the City Clerk to be a true and correct copy, of the Sens
Ordinance for such Series, which Series Ordinance shall also award, or provide for the awarding
DC the Additional Bands and direct the delivery of such Additional Bonds to or upon the order of
the purchasers named in said Series Ordinance upon payment of the purchave price therein set
forth, plus accrued interest on the Additional Bonds
(b) a certificate or report, signed by the Parking Consultant, setting forth Rs estimate
of the dale on which the Additional System Facilities will be placed in operation and certifying
that, according to its estimate of the total amount required to pay the balance of the Cost of the
Additional System Facilities, the proceeds of such Additional Bonds will be sufficient to pay
such balance;
(c) the documents and opinions set forth in paragraphs (e) and (g) of Section 209 of
this Ordinance; and
(d) an opinion of the City Attorney to the affect that (i) the City and the Department
have obtained from such governmental authorities, boards, agencies or commissions having
jurisdiction over the Parking System all approvals, consents, authorizations, certifications, and
other orders that are necessary for the acquisition and construction of the Additional System
Facilities and that reasonably could have been obtained as of the date of such opinion and that if
further approvals, consents, authorizations, certifications, or orders are necessary for the,
acquisition and construction of the Additional System Facilities such City Attorney has no
reason to believe that the City or the Department will not be able to obtain the same when
required, (ii) this Ordinance, the Series Ordinance and all other ordinances and resolutions
relating to the issuance of the Additional Bends have been duly adopted at meetings of the City
Commission duly called and held in accordance with law and at which quorums were present
and acting throughout and such Ordinances and resdutions are still in full force and effect, (ui)
the issuance of such Additional Bonds has been duly authorized, and (iv) that all conditions
precedent to the delivery of such Additional Bonds have been fulfilled,
When the documents rnentoned in clauses (a) through (d) of this Section have been filed
with the Trustee and when the Additional Bonds have been executed and authenticated as
required by this Ordinance, the Trustee shall deliver such Additional Bonds to or upon the order
of the purchasers named in rite Series Ordinance, but only upon payment of the purchase price of
such Additional Bonds and accrued interest thereon. The Trustee shall he entitled to rely upon
the Series Ordinance as to all natters slated therein. The proceeds (including accrued interest
and any premium) of said Additional Bonds shall be applied as provided in the Series Ordinance
for man Additional Bonds.
27
C-8
Section 211. Additional Bonds for Refunding PutDoses Additional Bonds may be
issued under and secured by this Ordinance, at one time or from time to time, subject to the
conditions hereinafter provided in this Scctim, for tho purpose of providing funds far paying at
maturity or redeeming prior to maturity all or any part of the Outstanding Bonds of any ono or
more Series, including the payment of any redemption premium Meneon and any interest that
will accrue on such Bonds to the redemption date or stated maturity dale or dates and any
expenses incurred in connection with such refunding.
Before any such Additional Bonds shall be issued under this Section, the City
Commission shall adopt a Series Ordinance authorizing the issuance of such Additional Bonds,
fixing or providing for the fixing of the amount and details thereof, and describing the Bonds to
be refunded, paid and redeemed. The Bands of each Series issued under this Section shall be
appropriately designated, shall be dated, shall have such Interest Payment Dales, shall bo stated
to mature (subject to the right of prior redemption as hereinafter set forth) on such dale in such
year or years, shall have such Paying Agent, shall bear interest, and shall have such Sinking
Fund Requirements and redemption provisions, all as then permitted by law and as provided for
by the Series Ordinance authorizing the issuance of such Additional Bonds.
Bxcept as to any differences in the rate or rates of interest, the Interest Payment Dates, the
maturities, or the provisions for redemption, each Series of Bonds issued under this Section 21.1
shall be on a parity with and shall bo entitled to the same benefits and security under this
Ordinance as all other then Outslanding Bonds issued order this Ordinance.
Such Additional Bonds shall be deposited with the Tmslee for authentication and
delivery, but before such Additional Bonds shall bo delivered, the following shall be tiled with
the Trustee:
(a) a copy, certified by the City Clerk, to be a true and correct copy, of the Series
Ordinance for such Series, which Series Ordinance shall also award, or provide for the awarding
of, the Additional Bonds and direct the delivery of such Additional Bonds to or upon the order of
the purchasers named in said Series Ordinance upon payment of the punchaxe price therein set
forth, plus accrued interest on the Additional Bonds;
(b) a certificate of the Chief Financial Officer and the Trustee to the effect that no
Default has occurred and is continuing under the Ordinance;
(c) all of the certificates or reports required by Section 209 hereof unless there shall
be delivered to the Trustee a certificate of the Chief Financial Officer to the effect that (t) the
final maturity of the Additional Bonds being issued is not later than the final maturity of the
Bonds being refurded by such Additional Bonds, and (ii) the Principal and Interest Requirements
for each Fiscal Year for Me Additional Bonds does not exceed Me Principal and Interest
Requirement for such Fiscal Year for the Bonds being refunded;
(d) an opinion of the City Attorney to the effect that (i) this Ordinance, the Series
Ordinance, and all other ordinances and resolutions relating to the issuance of the Additional
Bonds have been duly adopted at meetings of the City Commission duly called and held in
accordance with law and al which quorums were present and acting throughout and such
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(1) the balance of such proceeds shall be deposited in or credited to the Redemption
Account.
Section 212. Totn_aotaty jkttail. Until the definitive Bonds of any Series are ready for a
delivery, there may be executed, and upon direction of the City Clerk, the Trustee shall deliver,
in lieu of definitive Bonds and subject la the same limitations and conditions except as to
identifying numbers, printed, engraved, lithographed or typewritten temporary Bonds in the
denomination of Five Thousand Dollars ($5,000) or any whole multiple thereof, substantially of
the tenor hereinabove set forth as the City Commission may provide, and with such appropriate
omissions, insertions and variations as may be required. The City shall cause the definitive
Bonds to be prepared and to be executed and delivered to the Trustee, and the Trustee, upon
presentation to it of any temporary Bond, shall cancel the same or cause the same to be canceled
and shall deliver, in exchange therefor, at the place designated by the Holder, without expense to
the Holder, a definitive Bond or Bonds of the same Series and in the same aggregate, principal
amount, maturing en the same dare and bearing interest at the same rate as the temporary Bond
surrendered until so exchanged, the temporary Bonds shall be entitled to the same benefit of this
Ordinance as the definitive Bonds to be issued and authenticated hereunder, including the
privilege of registration if se provided.
Section 213. Mutilated Destroyed. Lost. or Stolen Bonds. The City shall cause to be
executed, and the Trustee shall deliver a new 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
substitution for any destroyed, lost, or stolen Bond and the Helder shall pay the reasonable
expenses and charges of the City in connection therewith. Prior to the delivery of a substitute
Bond the }folder of any Bond which was destroyed, lost, or stolen shelf file with the Trustee
evidence satisfactory to it of lb* destruction, loss, or theft of such Bond, and of the Holder's
ownership thereof and shall furnish to the City and to the Trustee such security or indemnity as
may be required by them to save each ofthern harmless from all risks, however remote.
Every Bond issued pursuant to the provisions of this Section 212 in exchange or
substitution for any Band which is mutilated, destroyed, lost or stolen shall constitute an
additional contractual obligation of the City, whether or not the destroyed, last or stolen Bond is
found at any time or is enforceable by anyone, and shall he entitled to all the benefits and
security hereof equally and proportionately with any and all ocher Bonds duly issued under this
Ordinance. All Bonds shall be held and owned upon the express condition that the foregoing
provision's are exclusive with respect to the replacement or payment of mutilated, destroyed,
lost, or stolen Bonds and shall preclude any and all other rights or remedies, notwithstanding any
law or statute existing er hereafter enacted to the contrary with respect to the replacement or
payment of negotiable instruments or other securities without their surrender.
Section 214. Qualified Derivative Agreements. The City may enter into one or more
Qualified Derivative Agreements with respect to one or more Series of Bonds (or portions
thereof); provided, however, that if such Qualified Derivative Agreement is not entered into at
the LIMO of initial issuance of the Series of Bonds to which it relates, in order for the payments
thereunder to constitute Qualified Derivative Payments the requirements of paragraphs (b), (e),
(d), (e) and the penultimate paragraph of Section 209 above must be met, applying the same as if
$1,00 in principal amount of Additional Bonds is being issued as of du effective date of such
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ordinance and resolution an: still in full force and effect, (it) the issuance of such Additional
Bonds has been duly authorized, and (iii) all renditions precedent to the delivery of such
Additional Bonds have been fulfilled;
(a) an opinion of Bond Counsel to the effect that the issuance of such Additional
Bonds has boon duly authorized and that all legal conditions precedent to the delivery of such
Additional Bonds have been fulfilled; and
(f) such documents as shall be required by the Trustee to show that provision has
been duly made in accordance with the provisions of this Ordinance for the payment or
redemption of all of the Bonds to be paid or redeemed.
When the documents described in paragraphs (a) through (f) of this Section have been
filed with the Trustee and when the Additional Bonds have been executed and authenticated as
required by this Ordinance; the Trustee shall deliver such Additional Bonds to or upon the order
of the purchasers named in the Series Ordinance, but only upon payment of the purchase price of
such Additional Bonds and the accrued interest thereon. The Trustee shall lee entitled to rely
upon tare Series Ordinance as to all matters stated therein. The City shall not deliver such
Additional Bonds unless in the determination of the City (which determination may be based in
whole es in pad upon such certificates, opinions and calculations as the City may elect to rely
upon) the proceeds (excluding accrued interest) of such Additional Bonds, together with any
other money deposited with the Trustee or an escrow agent for such purpose and the interest to
Decree upon any Government Obligations acquired pursuant to clause (I) below of this Section,
shall be not less than an amount sufficient to pay the principal of, and the redemption premium,
if any, on the Bonds to be refunded, the interest that will accrue thereon, to the exiemption date
or to the respective maturity dates, and the expenses incident to such refunding.
The Trustee, after making provision far payment of the expenses incident to such
refunding, shall apply the proceeds of such Additional Bonds (including accrued interest) and
any of the money provided for such purpose, as follows:
(l) an amount that, together with the interest accruing on the Government Obligations
acquired pursuant to this clause (1), shall be sufficient to pay the principal, and redemption
premium of and the interest on the Bonds to are refunded hereunder, shall be deposited by the
Trustee or an escrow agent in trust for the sole and exclusive purpose of paying such principal,
redemption premium and interest; and money so held shall, as nearly as may be practicable and
reasonable, be invested by the Trustee or an escrow agent in Government Obligations that shall
mature and that shall be subject to redemption by the holder thereof at the option of such holder
not later than the respective dates when the money so held will be required for the purposes
intended,
(2) such amount shall be deposited in or credited to any Pend or Account established
under Section 501 of this Ordinance es shall 6a required by reason of the issuance of the
Additional Bonds Men requested to be authenticated and delivered and the Series Ordinance
authorizing the issuance of the Additional Bonds, and
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Qualified Derivative Agreement. Qualified Derivative Payments payable by the City under any
such agreement may be payable from the Debt Service Account on a parity with interest
payments with respect to Bonds issued and Outstanding hereunder. The City may grant to the
counterparties to such Qualified Derivative Agreements a lien on the Net Revenues to secure
payment of such Qualified Derivative Payments and to provide the priority of payment thereof.
Prior to entering into any Qualified Denvative Agreement with respect to any Bonds
issued and outstanding hereunder, the City shall notify all nationally recognized securities rating
agencies maintaining a rating on Outstanding Bonds, of the City's intent to enter into such
agreement,
Section 215, Authorization of Defeaoance of 1993 Bondi. The defcasance of the 1993
Bonds utilizing funds of the City or the Department currently on hand in conjunction with the
issuance of the 1998 Bonds is hereby authorized, Details regarding such defeacance shall be set
forth in the Series Ordinance to be adopted in connection with the 1998 Bonds.
ARTICLE Ill
REDEMPTION
Section 301. Redemption Generally. Except as hereinafter provided, the Bonds of each
Series issued under this Ordinance shall be subject to redemption, as a whole or in part at any
time, at such time and prices, and in such order as may be provided by the Series Ordinance
authorizing the issuance of such Bonds.
Section 302. Extraordinary Redemption of all Bonds. The Bonds shall be redeemed as
a whole or in part at any time upon payment of 10034, of the principal amount of the Bonds to be
redeemed, plus interest accrued to the redemption date, if the Department exercises its option to
redeem the Bonds pursuant to Section 710 of 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 terns and provisions
of Section 510 of Ibis Ordinance and the Series Ordinance relating to such Bonds.
Section 304. Redemption Notice. At least thirty (30) days before the redemption date
of any Bonds or portions of Bonds to be redeemed, whether such radomption is as a whole of in
part, the Trustee shall cause a notice of redemption signed by the Trustee (a) to be filed with the
Paying Agent, end (b) to be mailed, postage prepaid, to all Holders of registered Bonds to lee
redeemed as a whole or in part, al their addresses as they appear on the registration books
maintained by the Trustee, but failure to file or mail any such notice shall not affect the validity
of the proceedings for such redemption. A copy of such notice shall be mailed to each nationally
recognized securities rating agency then rating any of the Outstanding Bonds, Each notice shall
set forth the Series to be redeemed, the date fixed for redemption, the Redemption Price to be
paid, the maturities of the Bonds to be redeemed, the CUSEP number, if any, of such Bonds, the
name, address and telephone number of the person designated by the Trusted to be responsible
far such redemption, if applicable, and if less than all of the Bonds of any one maturity Them
outstanding are to be called for redemption, the distinctive numbers and letters, if any, of such
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Bonds to he %deemed, and the portion of the principal amount thereof to be redeemed. The
notice of the redemption shall state also that on ar after the redemption date, upon surrender of
such Bond, a now registered Bond in a principal amount equal to the unredeemed portion of such
Bond will be issued.
Any notice mailed as provided in this section shall be conclusively presumed to have
been duly given, whether or not the owner of Such Bond receives such notice.
In addition to the mailing of the notice described above, each notice of redemption and
payment of the redemption price shall meet the requirements of this paragraph; provided
however, that failure of such notice or payment to comply with the terns of this paragraph shall
not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as
prescribed above in this Section 304.
(a) Bach notice of redemption shall be sent al least thirty-five (35)
days before the redemption date by registered or certified mail or overnight
delivery service or telecopy to all registered securities depositories then in the
business of holding substantial amounts of obligations of types comprising the
Bonds (such depositories row being The Depository Trust Company, Now York,
New York, Midwest Securities Trust Company, Chicago, Illinois and Philadelphia
Depository Tnut Company, Ph'dadelphia, Pennsylvania) and to one or more
national information services that disseminate notices of redemption of
obligations such as the Bonds.
(b) Each notice of redemption shall be published ono lime in THE
BOND BUYER of New York, New York or, if such publication is impractical or
unlikely to reach a substantial number of iho holders of the Bands, in some ouster
financial nzwspapzr or journal which regularly carries repliers of redemption of
other obligations similar to the Bonds, such publication to be mace at least thirty
(30) days prior to the date fixed for redemption.
(a) Upon the payment of the rodcmption price of Bonds being
ndcemed, each check or other transfer of funds issued for such purpose shall bear
the CUSIP number identifying, by issue and maturity, the Bonds being redeemed
with the proceeds of such check or other transfer.
Section 305, Effect of Calling for Redemption. Except for redemption of Bonds in
accordance with the Sinking Fund Requirement therefor, on or before the date upon which
Bonds are to be redeemed to accordance with this Article Ul the City shall deposit with the
Trustee money or Government Obligations, or a combination of both, that win be sufficient to
pay on the redemption date the Redemption Price of, and interest accruing on, the Bonds to be
redeemed to such redemption data.
On the data fixed for redemption, notice having bcsen mailed in the manner and under the
conditions hereinabove provided, the Bonds or portions thereof called for redemption shall be
due and payable at the Redemption Price provided thurofor, plus accrued interest to such date. If
money or Government Obligations, or a combination of both, sufficient to pay the Redemption
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shall be deposited upon the delivery of such Additional Bonds in a special account in the
Construction Fund created by the Series Ordinance authorizing such Additional Bonds,
Hie money in the Construction Fund shall he held by the Department in trust and,
pending application to the payment of die Cost of the 1998 Project or Additional System
Facilities, as the cave may be, or transfer as provided herein, shall be subject to a lien and charge
in favor of the Holders of Bonds issued and outstanding under this Ordinance and shall be held
for the security of such Holders, Moneys deposited into the Censtnreton Fund as capitalized
interest related to Bonds shall be transferred to the Interest Account hereinafter created and
applied as needed to pay interest on the applicable Bonds
Section 402, Payments from Construction Fund, Payment of the Cost of the 1998
Project shall be made from the 1998 Project Account and the Cost of Additional System
Facilities shall be made from the special acoouat created therefor. All payments from the
Construction Fund shall be subject to the provisions and restrictions set forth in Section 403, and
the Department shall not nouns or agree to permit to be paid from the Construction Fund any
sums except in aeeardanco with such provisions and restrictions.
Section 403. Cast of 1998 Project and Additional System Facilities, Far purpose of this
Ordinance, the Cost of the 1998 Project and of the Additional System Facilities shall inetude
such costs as are eligible costs within the purview of the law and generally accepted accounting
principles, and, without intending to limit or ianOiet any proper definition of such Cost, shall
include the following:
(a) obligations incurred far labor, material services provided by contractors,
builders, and material in connection with the construction, acquisition, equipping of the
1998 Project or Additional System ' Facilities, machinery and equipment, for the
restoration of property damaged or destroyed in connection with such eonstnuetion and
acquisition, for the demolition, removal, or relocation of structures, and for the clearing
of lands;
(b) interest accruing aeon the applicable Bonds prior to commencement of
and during construction or for additional period as may be authorized by law and
provided in the Series Ordinance aathoriring the issuance of such Bonds;
(c) the cost of acquiring by purchase, and the amount of any award or final
judgment in any proceeding to acquire by condemnation, smell land, Suuctures and
improvements, property rights, right -of-way, franchises, easements, and other interests
in lards as may be deemed accessary or convenient in connection with such construction
or operation of the Parking System, and the amount of any damages incident thereto;
(d) expenses of administration properly chargeable to such construction or
acquisition, legal, architectural and engineering expenses and fees, east of audits and of
preparing and issuing the Bonds, fees and expenses of consultants, financing e0at30s,
premiums of insurance in connection with construction, bond insurance premiums, fees
and expenses of any Credit Bank, the cast of funding the Reserve Account (including but
not limited to the premiums of any Reserve Product Provider), and all other items of
34
Price of the Bonds or portions thereof to be redeemed plus accrued interest thereon to the data of
redemption are held by the Trustee or by the Paying Agent in trust for the Holders of Bonds to be
redeemed interest on the Bonds or portions thereof called for redemption shall cease to accme;
such Bonds or portions thereof shall cease to be enlitied to any benefits or security under this
Ordinance or to be deemed Outstanding; and the Holders Mauch Bonds or portions thereof shall
have no rights in respect thereof except to receive payment of the Redemption Price thereof, plus
accmed interest to the data of redemption. Bonds and portions of Bonds for which im;vocablo
instructions to pay on one or more specified dates or to call for redemption at the earliest
redemption date have been given to the Trustce in form satisfactory to it shall not thereafter be
deemed to be Outstanding under this Ordinance and shall cease to be untitled to the security of or
any rights under this Ordinance, and the Holders shall have no rights in respect of the same other
Man to receive payment of the Redemption Price thereof and accrued interest thereon, to be
given notitt of redemption in the manner provided is Section 304, and to the extent hereinafter
provided, to receive Bonds for any unredeemed portions of Bonds If money or Government
Obligations, or a combination of both, sufficient to pay the Redemption Priest of such Bonds or
portions thereof, together with accrued interest thereon to the date upon which such Bonds are to
be paid or redeemed, aro held in separate accounts by the Trustee ar 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, the registered owner thereof or his legal
representative shall present and surrender such Bond to the Trustee for payment of the principal
amount thereof so called for redemption, and the City shall execute and the Tristan shall
authenticate and deliver to or upon the order of such registered owner or his legal representative,
without charge, for the unredeemed portion of the principal amount of the registered Band so
surrendered, a near registered Bond of the same Series and maturity, baring interest at the same
rate and of any denomination or denominations authorized by this Ordinance.
Section 307. Uso of Government Oiligations to Redeem Bonds, For purposes of all
Sections in this Article, Government Obligations shall be deemed to be. sufficient to pay or
redeem Bonds or portions of Bonds on a specified date if the principal of and rho interest on such
Gnyemment Obligations, when due, will be sufficient to pay on such date the Redemption Price
of, and the inlenrtt accruing on, such Bonds or portions to such date.
Scatiort 308. Cancellation. Bonds called for redemption shall be canceled upon the
surrender thereof.
ARTICLE IV
CONSTRUCTION FUND
Section 401. Consbuction Fund, A special fund is hereby established and designated,
the "Miami Parking System Construction Fund," and within said Construction Fund there is
hereby established a special account designated the "1998 Project Account' and a "Cost of
Issuance Subaccount." Any money received by the Department from any source for construction
of Additional System Facilities ()maned as a whole or in pars with proceeds of Additional Bonds
33
expense not elsewhere in this Section specified that are incident to the financing,
construction, or acquisition of the 1998 Project or any ,Additional System Facilities, as
the case may be, and the placing of the same in operation; and
(e) any obligation or expense incurred by the City or the Department for any
of the foregoing purposes within five years prior to the data of delivery of the Bonds,
including the cost of materials, supplies or equipment furnished by the City or the
Department in connection with the construction of any Additional System Facilities and
paid for by the City or the Dcpartrrrent out of the funds other than money in the
Construction Fund.
Seddon 404, Proceeds Account, if and when Net Proceeds are received and designated
for use in the repair or replacement of all or any portion of the Parking System, the Department
shall create a new account in the Construction Fund to be designated the Proceeds Account into
which Net Proceeds shall be deposited. Payment of the Cost of repairing or replacing all or any
portion of the Parking System shall be made from the Proceeds Account. The provisions of
Section 403 hereof shall apply to all Accounts within such Fund, including the proceeds
Account.
ARTICLE V
REVENUES AND FUNDS
Section 501. Establishment of Funds, In addition to the Construction Fund, there am
hereby established the following funds,
(a) Miami Parking System Bond Fund, in which there arc established six special
accounts to be known as the Interest Account, the Principal Account, the Sinking Fund Account,
the Reserve Account, the Redemption Account, and the Insurance and Condemnation Award
Act -mint; and
(b) Miami Parking System Fund, in which there are established three special accounts
to be known as the Revenue Account, the Renewal and Replacement Account, the Rebate
Account and the General Reserve Account.
The Bond Fund and the Accounts therein shall be established with and held by the
Trustee, The Parking System Fund and the Accounts therein shall be established with and hold
by the Deportment in aDepositary,
Tree money in all of said Funds and Accounts shall be held in trust and applied as
hereinafter provided and, pending such application, shall be subject to a lien and charge in favor
of the Holders of the Bonds issued and Outstanding under this Ordinance and for the further
security of such Holders.
Section 502. Revenues Received by the Darartrnant, Except as hereinafter provided,
all Revenues shall be deposited when received in the Revenue Aaounl.
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Section 503, Application of Money in Revenue Account. The Department shall apply
funds on deposit in the Revenue Account to the payment of Current Experesea and, to the extent
hereinafter provided in this Section 503, to the purchase of Bonds. On or before the 20th day of
each month the Chief Financial Officer shall withdraw from the Revenue Account all amounts
on deposit therein in excess of the Operations and Maintenance Requirement for such month and
shall apply the same in the following manner and order (except that payments provided for in (a),
(b) and (c) shall be on a parity with each other):
(a) with the Trustee to the credit of the Interest Account such amount thereof
as may be required, after taking into account any capitalized or accrued interest sot aside
for such purpose, to make the amount then to the credit of the Interest Account equal to
one -sixth (1/6th) of the interest to become due and payable within the next ensuing six
(6) months on all Bonds then Outstanding and the amount of any Qualified Derivative
Payment payable by the City accruing in such month;
(b) with the Trustee to the credit of the Principal Account such amount thereof
as may be required to make the amount then to the credit of the Principal Account equal
Io one -twelfth (1112th) the principal to become due and payable within the next ensuing
twele (12) months on all Serial Bonds then Outstanding;
(c) with the Trustee to the credit of the Sinking Fund Account such amount
thereof as may be required to make the amount then to the credit of the Sinking Fund
Account equal to one -twelfth (1.12th) of the Sinking Fund Requirement to become due
and payable within the next ensuing twelve (12) months on all Term Bonds then
Outstanding;
(d) with the Trustee to the credit of the Reserve Account such amount,
including an amount necessary to reimburse the issuer of a Reserve Product for draws
thereunder in order to reinstate such Reserve Product, as may be required to make the
amount then to the credit of the Reserve Account equal to the Reserve Requirement;
provided, however, that if $o provided in the Series Ordinance relating to any Series of
Bands issued under Section 209, 210 or 211 of this Ordinance the amount required to
make the amount to the credit of the Reserve Account feliewing the issuance of such
Series of Bonds equal to the Reserve Requirement may be 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 audwnncated and
delivered;
(e) to the credit of the Renewal and Replacement Account such amount as
may be required to make the amount then to the credit of the Renewal and Replacement
Account equal to the Renewal and Replacement Account Requirement,
(f) to the credit of the Rebate Account, such amounts as shall be required
under the terms hereof, and
(g) to the credit of the General Reserve Account 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 make the payments
required by paragraphs (6) and (c) of this Section 593 by delivering to the Trustee Serial Bonds
maturing or Term Bonds maturing or required to bo redeemed on such date. The price paid to
purchase any such Bond shall not exceed the Redemption Price applicable to such Bonds at the
next redemption date. Upon such delivery the Department shall receive a credit against amounts
required to be deposited into the Principal Account on account of such Serial Bonds or into the
Sinking Fund Account on account of such Tenn Bonds in the amount of 100% of the principal
amount of any such Serial Bonds or Term Bonds so delivered.
Section 504. Application of Money in Interest Account. Not earlier than the first
Business Day next preceding each Interest Payment Date or date upon which Bonds are to be
redeemed, the Trustee shall withdraw from the Interest Account and remit by mail to each Owner
of Bonds the amounts required for paying interest on such Bond when due and payable and not
eadkr than the Business Day next preceding the due date thereof, the Trustee shall withdraw
from the Interest Account and remit Qualified Derivative Payments in accordance with the
applicable Qualified Derivative Agreement,
If the Department fails to make any deposit to the Interest Account that is required by
Section 503 hereof or if the balance in the Interest Account on the 20th day of the month next
preceding an interest Payment Date is insufficient 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 ernormt of the deficiency, Upon notification the Chief Financial Officer and the Director
immediately shall deliver the Trustce an amount sufficient to cue; the deficiency, draw upon
funds available in the General Reserve Account and the Renewal and Replacement Account, in
that order. If the amount so delivered is not sufficient to cure the deficiency in the Interest
Account, the Twice shall transfer to said Account such amount as may be necessary to remedy
such deficiency from the Reserve Account.
Section 505. Application of Monet/ in Prircinal Account, Not later than the Business
Day nexi preceding each October 1, the Trustee shall withdraw from the Principal Account and
set aside the amount necessary to pay the principal of all Serial Bonds registered at their
respective maturities.
If at any date there is money in ilia Principal Account and no Serial Bonds are then
Outstanding or if on any principal payment date money remains therein after the payment of the
principal of Serial Bonds titan due, the Trustee shall withdraw such money therefrom and shall
apply the same as follows: (a) deposit in the Sinking Fund Account and the Reserve Account, in
that order, amounts then required to be paid thereto by the Department pursuant to Section 503
hereof and (6) deliver all remaining amounts the Department. Upon receipt thereof the Chief
Financial Officer shall deposit (i) In the Renewal and Replacement Account the amount then
required to be paid thereto pursuant to Section 503 and (ii) all remaining amounts in the General
Reserve Account.
lithe 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 next
preceding a principal payment date is insufficient to pay principal becoming due on such
payment date, the Trustee shall notify Director and the Chief Financial Officer of the amount of
38
In making the deposits set forth above, consideration shall be given to investment income
on deposit in such Fund of Account.
In each month following a month in which the Department has failed to make any deposit
or payment required by paragraphs (a) through (1) of this Section 503, the Department shall
deposit or pay, in addition to the amounts then due, an amount sufficient to cum the deficiency in
deposit or payment in Ito 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 from
other Funds and Accounts created hereby,
Unless a Qualified Derivative Agreement shall have been entered into with respect
thereto (in which case, the amount to be deposited into die Interest Account shall be calculated as
described in the definition of "Principal and Interest Requirement" herein), in the event the City
shall hereafter issue Variable Rate Bonds, the amount requited to be deposited in the Interest
Account for the payment of interest on such Variable Rate Bands shall be calculated as of the
first day of each Fiscal Year and shall be equal to ta: greater of one hundred ten per centum
(110%) of (i) the average daily interest rate on such Variable Rate Bonds during the preceding
Fiscal Year, or (li) the actual rate of interest applicable to such Variable Rate Bonds on the date
of calculation.
In the event that the period to elapse between 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 interest amount 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, shall be adjusted, as appropriate, to reflect the
frequency of Interest Payment Dates applicable to such Series of Bonds, Any monthly payment
to be deposited as sot forth above for the purpose of meeting payments of principal on the Bonds
or for the purpose of meeting Sinking Fund Regoinrments shall be adjusted, as appropriate, to
Inflect the frequency of principal payments or the frequency of dates of payment of Sinking Fund
Requirements applicable to such Series of Bonds. In all evince, deposits required by paragraphs
(a) through (d) above shall be increased or decreased each monde to die extent required to timely
pay interest, principal and redemption premiums and Qualified Derivative Payments next
hemming due and payable, after making allowance for any accrued or capitalized interest.
Except as is otherwise provided herein, in determining the amount of money to be
deposited to each Fund and Account there shall be taken into consideration the investment
earnings or losses that are to be charged to such Frmd er Account in accordance with Section 602
and the amounts then on deposit therein resulting from the application of Bond proceeds or the
transfers as hereinafter provided.
Whenever the amount an deposit in the Revenue Account is insufficient to pay Current
Expanses, the Chief Financial Officer shall transfer an amount necessary to pay the same l the
Revenue Account, drawing upon funds available in the Gmwral Reserve Account 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 Tenn Bonds are to be redeemed pursuant to the Sinking Fund Requirement or are to mature,
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 Account and the Renewal and Replacement Account, in that order, If the amount so
delivered is not sufficient to cure the deficiency in the Principal Account, the Twice shall
transfer from the Reserve Account to the Principal Account such amount as may be necessary to
remedy such deficiency.
Section 506. Application of Money in Sinkine Fund Account. Money held for the
credit of the Sinking Fund Account shall be applied during each Fiscal Year to the retirement,
purchase or payment of Term Bonds of each Series then Outstanding as follows:
(a) The Trustee shall endeavor to purehase Term Bonds subject ne redemption
by operation of Ibe Sinking Fund Account or maturing on the next ensuing Sinking Fund
Date at the most advantageous price obtainable with reasonable diligence, The purchase
price of each such Tenn Bond shall riot exceed par plus accrued interest to the date of
purchase. The Trustee shall pay the interest accrued on such Term Bonds to the date of
settlement therefor from the Interest Account and the purchase price from the Sucking
Fund Account, but no such purchase shall be made by the Trustee from money in the
Sinking Feed Account within the period of 45 days immediately preceding the next
Sinking Fund Date on which such Term Bond aro 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 the
Sinking Fund Account in such Fiscal Year on account of the Sinking Fund Requirement
for the Tenn Bonds of such Series if in any Fiscal Year the sum of the amount on deposit
in the Sinking Fund Account for the payment of any Series of Term Bonds and the
principal amount of the Term Bonds of such Series that were purchased pursuant to the
provisions of this paragraph (a) er delivered to the Trustee by the Chief Financial Officer
during such Fiscal Year exceeds the Sinking Fund Requirement for the Outstanding Term
Bonds of such Series for such Fiscal Year, at the direction of the Director and the Chief
Financial Officer the Trustee shall endeavor io purchase outstanding Term Bonds of such
Series with such excess money;
(b) On each Sinking Fund Dab: on which Term Bonds to be paid or redeemed
in accordance with a Sinking Fund Requirement the Trustee shall pay or call for
redemption in accordance with Section 301 of this Ordinance, such Term Bonds in a
principal amount equal to Ile aggregate principal amount of Term Bonds maturing on
such Sinking Fund Date Uri Sinking Fend Requirement far the Term Bonds of each
Series for the Fiscal Year next preceding such Sinking Fund Data, less the principal
amount of any such Term Bonds retired by purchase pursuant to clause (a) of this Section
or delivered to the Trustee by the Chief Financial Officer during such Fiscal Year, if the
amount available in the 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 less the principal amount of any such Term Bonds se delivered or purchased, the
Trustee shall apply the amount available in the Sinking Fund Account to the redemption
of all Teen Bonds them subject to redemption In proportion to the Sinking Fund
Requirement such Fiscal Year for the Tenn Bonds of each Series then outstanding. Such
redemption shall be made pursuant to provisions of Article Ill of this Ordinance. Not
39
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earlier than the Business Day next preceding each Sinking Fund Date on which Term
Bonds are to be paid at maturity or redeemed in accordance with a Sinking Fund
Requirement, the Trustee shall withdraw from the Sinking Fund Account and set aside in
a separate account or deposit with the Paying Agent, in Oho manner set forth in Section
505 for the payment of Serial Bonds, the amount required to pay or redeem such Term
Bonds,
if at any date then is money in tho Sinking Fund Account and no Torun Bonds are then
Outstanding or if on any principal payment date money remains therein after Term Bonds have
been paid at maturity or redeemed in accordance with the Sinking Fund Requirement therefor,
the Trustee shalt withdraw such money therefrom and shall apply the same as follows: (a)
deposit in the Reserve Account the amount then required to bus paid thereto by the Department
pursuant to Section 503 hereof and (b) deliver all remaining amounts to the Chief Financial
Officer, Upon receipt thereof the Chief Financial Officer shall deposit (i) in the Renewal and
Replacement Account the amount then required to be paid thereto pursuant to Section 503
hereof, and (Op all remaining amounts in the General Reserve Account,
If the Department fails to make any deposit to the Sinking Fund Account That is required
by Section 503 hereof or if the balance in the Sinking Fund Account on the 20th day of the
mouth next preceding a Sinking Fund Date upon which Term Bonds are to be paid al maturity or
nedeomed in accordance with the Sinking Fund Requirements therefor is insufficient to make
such payment or satisfy such Sinking Fund Requirement, the Trustee shall notify the Director
and the Chief Financial Officer of the amount of the deficiency. Upon notification, the Chief
Financial Officer immediately shall deliver to the Trustee an amount sufficient to cure the same,
drawing upon funds available in the General Reserve Account and the Renewal and Replacement
Account, in that order. If the amount so delivered is not sufficient to cure rim 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 the application of money in ttw Sinking Fund Account the
Trustee should purchase and cancel or receive from the Chief Financial Officer and cancel Term
Bonds in excess of the aggregate Sinking Fund Requirements for such Fiscal Year, the Trustee
shall file with the Chief Financial Officer not later than the 20th day prior to the next Sinking
Fund Date an which Term Bonds are to be redeemed a statement identifying the Term Bonds
purchased or delivered during such Fiscal Year and the amount of such excess, The Chief
Financial Officer shall thereafter cause a certificate to be filed with the Trustee not later than the
10th day prior to such Sinking Fund Date, setting forth with respect to the amount of such excess
the years in which the Sinking Fund Requirements with respect to Tenn Bonds ace to be reduced
and the amount by which the Sinking Fund Requirements so determined are to be reduced.
Upon the retirement of any Term Bonds by purchase or redemption pursuant to the
provisions of this Section, the Trusted shall file with the Chief Financial Officer a statement
identifying such Bonds and setting forth the 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 Me purchase or redemption of any such Term Bonds are required 10
be paid by the Department from the General Ruservu Account
40
faith and credit or taxing power of the City, and (b) shall be secured solely by and shall be
payable from the Net Revenues in the roamer provided herein,
To the extent the City causes to be deposited into the Reserve Account, a Reserve
Product fora term of years shorter Man the life of the Series of Bonds so insured or secured or if
such Reserve Product is subject to termination prior to the maturity of the Series of Bonds so
insured, then the Reserve Product shall provide, among other things, that the issuer thereof shall
provide the City with notice as of each anniversary of the date of the issuance of the Reserve
Product of the intention of thu issuer thereof to either (a) extend the tens of the Reserve Product
beyond the expiration date thereof, or (b) terminate the Reserve Product on the initial expiration
dates thereof or such other future date as the issuer thereof shall have established. If the issuer of
the Reserve Product notifies the City pursuant to clause (b) of the immediately preceding
sentence or if the City terminates the Reserve Product or it otherwise terminates in accordance
with its terms, then the City shall (a) deposit into the Reserve Account, on or prior to the
fifteenth day of the first full calendar month following the date on which such notice is received
by the City, such sums as shall be sufficient to pay an amount equal to a fraction, the numerator
of which is one (1) 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 reimbursement by the City, under the Reserve
Product to be reduced annually by an amount equal to the deposit to Reserve Account during the
previous twelve (12) month period) until amounts on deposit in the Reserve Account, as a result
of the aforementioned deposits, and no Later than upon the expiration of such Reserve Product,
shall be equal to the Reserve Requirement, and (b) on a parity basis, shall reimburse the provider
of the terminated Reserve Product all amounts due and owing under the terms and conditions of
the reimbursement agreement between the City and such provider,
limy Reserve Product shall not be renewed prior to the staled expiration date thereof, the
City agrees that it shall fund tlx: Reserve Account over a period not to exceed sixty (60) months
from the date of receipt of any notice of nonrenewal during which it shall make consecutive
equal monthly payments in order that the amount on deposit in the Reserve Account at itre end of
such period shall equal the Reserve Requirement; provided, the City may obtain a new Reserve
Product in lieu of making the payments required by this paragraph,
The Trustee shall use amounts in the Reserve Account or drawn on a Reserve Product to
make transfers, In the following order, to the Interest Account, the Principal Account and the
Sinking Fund Account to remedy any deficiency in any deposit required to be nude to said
Accounts by Section 503 hereof or to pay the Interest on or the principal of (whether at maturity,
by acceleration or in satisfaction of the Sinking Fund Requirement therefor) the Bonds when
due, or to pay Qualified Derivative Payments when dun, whenever and to the extent that the
money on deposit in any or all of said Accounts, together with transfers thereto from the General
Reserve Account and the Renewal and Replacement Account, is insufficient for such purposes.
The Trustee shall also use amounts in the Reserve Account to pay the interest on the Interest
Payment Date nerd 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 held in the Reserve
Account exceeds the Reserve Requirement, the Trustee shall withdraw an amount equal to such
42
Section 507 Application of Money in Reserve Account. An amount equal to tho
Reserve Requirement for the 1998 Bonds shall be. deposited in the Reserve Account on the date
of issuance of such 1998 Bonds. If Additional Bonds are issued, the Series Ordinance relating to
the same shall provide either for the deposit into the Reserve Account of an amount that will
cause the amount then on deposit therein to equal the Reserve Requirement on all Bonds
Outstanding Mier the issuance of such Bonds or for monthly deposits in accordance with the
provisions in Section 503(d) of this Ordinance. Notwithstanding the foregoing provisions, in
lieu of the required deposits into the Reserve Account, the City may cause to be deposited a
Reserve Product for the benefit of the Bondholders in an amount equal to the difference between
the Reserve Account Requirement applicable thereto and the sums then on deposit in the Reserve
Account, if any. Such Reserve Product shall be payable to the Trustee (upon the giving of notice
as required thereunder) on any Interest Payment Date, maturity date or redemption date on which
a deficiency exists which cannot be cured by funds in any other fund or account held pursuant to
this Ordinance and available for such purpose. The insurer providing such Reserve lhoducl 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 results in such issues being rated in
one of the two highest rating categories (without regard to gradations, such as "plus" or "minus"
of such categories) by at least one nationally recognized securities rating agency or (b)
commercial bank, insurance company or other financial institution the bonds payable or
guaranteed by which have been assigned a rating by at least one nationally recognized securities
rating agency In one of the two highest rating categories (without regard to gradations, such as
"plus" or "minus" of such categories). In addition, such Reserve Product shall be fora tern of
not less than twelve (12) months and any reimhursentent agreement related thereto shall provide
that the City's reimbursement obligation thereunder shall be subordinate to the payment of the
principal of and interest on the Bonds.
Notwith's1anding the foregoing, if the Reserve Aueount has been funded with cash or
Investment Obligations and no Event of Default shall have occurred and be continuing
hereunder, the City may, at anytime in its discretion, substitute a Reserve Product meeting the
requirements of this Ordinance for the cash and investment Obligations, and the City may then
withdraw such cash and Investment Obligations and apply them to any lawful purpose, so long
as (I) the same does not adversely affect any rating by any nationally recognized securities rating
agency then in effect for the Outstanding Bonds and (ii) the City obtains an opinion of Bond
Counsel that such actions will not, in and of themselves, adversely affect the exclusion from
gross income of interest on the Bonds (other than Taxable Bonds) for federal income tax
purposes.
If a disbursement is made from a Reserve Product provided hereunder, the City shall
reinstate the maximum limits of such Reserve Preduet following such disbursement from
moneys available hereunder in accordance with the provisions of Section 503(d), by depositing
funds in the amount of the disbursement made under such instillment, with the issuer thereof,
together with interest thereon to the date 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 delivering to such issuer a promissory note therefor, provided, however, any such
note (a) shall not be a general obligation of the City the payment of which is secured by the full
41
excess therefrom and shall deliver the same to the Department. Upon receipt thereof the Chief
Financial Officer shall deposit (a) in the Renewal and Replacement Account die amount then
required to be paid thereto by the Department pursuant to Section 503 hereof and (b) all
remaining amounts in the General Reserve AecauM.
Whenever the amount on deposit in the Reserve Account is less than the Reserve
Requirement, the Trustee shall notify the Director and the Chief Financial Officer of the amount
of the deficiency on notification immediately shall deliver to the Trustee an amount sufficient to
cure the same, drawing upon Ponds available in the General Reserve Account and the Renewal
and Replacement Account, in that order.
Section 508 Application of Money in the Renewal and Replacement Accoun(. The
Department shalt apply money in the Renewal and Replacement Account to the payment of the
cost of renewals and replacements of and unusual or extraordinary repairs to 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 time,
The Department shall also use amounts in the Renewal and Replacement Account to
make transfers, 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, (b) the interest Account, the
Principal Account, and the Sinking Fund Account, in that order, upon receipt of a request from
the Trustoe to remedy any deficiency in any deposit required to be made to said Accounts by
Section 503 hereof or to pay the interest an and the principal of (whether at maturity, by
acceleration, or in satisfaction tithe Sinking Fund Requirement) the Bonds when due, whenever
and to the extent that the money on deposit in any or all of such Accounts, together with transfers
thereto from Ore General Reserve Account, is insufficient for such purposes, and (c) the Reserve
Account, upon receipt of a request from the Trustee, to the extent necessary to cure a deficiency
therein whenever and to the extent that money transferred to the Reserve Account from the
General Reserve Account is insufficient for such purpose,
If at any time die money held it the Renewal and Replacement Account exceeds the
Renewal and Replacement Account Requirement, the Chief Financial Officer may withdraw an
amount equal to such excess therefrom and deposit such amount in the General Reserve
Account.
Section 509. Application of Money in the General Reserve Account. The Department,
shall apply money on deposit in the General Reserve .Account to make transfers, in the following
order, to (a) tlx: Revenue Account to the extent necessary to pay Current Expenses whenever the
amount on deposit therein is insufficient for such purpose, (b) the Interest Account, Principal
Account, and 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 pursuant to Section 503 hereof and to
pay the principal of (whether at maturity, by acceleration, or in satisfaction of the Sinking Fund
Requirement) and interest on the Bonds when due, whenever and to the extent that the money on
deposit in any or all of said Accounts is insufficient for such purposes, (e) the Reserve Account,
upon receipt of a request from the Trustee to the extent necessary to cure a deficiency therein,
43
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and (d) the Renewal and Replacement Account to the extant necessary to cure a deficiency
therein,
Tho Department, at its option, may apply any amounts remaining in the General Reserve
Account after making the aforementioned transfers for any one or moo; of the following
purposes but not necessarily in the following order, (1) for any purpose for which money in the
Construction Fund, tho Renewal and Replacement Account and the Revenue Account may be
used, (2) to the purohsse or redemption of Bonds, (3) to secure and pay Subordinated Debt, (4) to
secure and pay the classes of indebtedness described in Section 717, (5) to pay all or any part of
the cost of additions, extensions and improvements to the Parking System, and (6) to transfer to
the City to be applied for any Lawful purpose,
If the Department elects to redeem Bonds from money in the General Reserve Account, it
shall deliver to the Trustee written notice of its intent to effect such redemption at least 45 days
but not more than 60 days before the anticipated redemption date. Such notice shall refer to this
Section 500, shall stale the principal amount of Bonds to be redeemed pursuant to Section 30l of
this Ordinance, and shall direct the Trustee to redeem such principal amount of Bonds on a dato
not later than 60 days following the date of such notice.
To releern all of the Bonds, on or before the dale 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 defeasance of this Ordinance pursuant to Section 1201 hereof, take such other actions as are
required by said Section to effect such defeasance, and pay to the Trustee all of the fees and
expenses incurred or to be incurred by it through the date of redemption. To redeem the Bonds
in part, oe or before the date upon which notice of redemption is given in accordance with
Article Illheruof, the Department shall deliver to the Trustee the amount necessary to redeem the
Bonds in accordance with said Article 111 and shall pay directly to the Trustoc all of the fees and
expenses incurred and to be incurred by it through the date of redemption. The amount of any
redemption payment attributable to principal and redemption premium, if any, shall be deposited
by the Trustee in the Redemption Account for application in acrurdance with Section 510 of this
Ordinance and the amount attributable to interest shall be deposited by the Trust. in the Interest
Account and applied to pay interest to the date of redemption.
The Department shall have the right to purchase any Bonds on the open market with
money on deposit in the General Reserve Account and to surrender the same to the Trustee. The
principal amount thereof consisting of Serial Bonds shall be credited against transfers to the
Principal Account in the Fiscal Year or Years in which such Serial Bonds would have matured in
accordance with their terms. The principal amount consisting of Term Bonds shall, be credited
against and reduce the Sinking Fund Requirements for such Term Bonds in such manner as shall
be specified in a certificate of the Chief Financial Officer that is substantially in the form of the
certificate filed pursuant to Section 596 hereof and that is filed with the Trustee,
Section510, Apnliration of Money in the Redemption Account. The Trustee shall
apply money in the Redemption Account to the purchase or redemption of Bonds as follows:
44
the highest rate of interest are Term Bonds, the Trustee shall reduce Sinking Fund
Requirements far such Tenn Bonds in inverse order of the scheduled redemption of such
Term Bonds. All Bonds shall be redeemed by lot within maturities as the Trustee, in its
discretion, may determine. For purposes of this paragraph (e), Term Bonds shall be
considered to mature on their respective Sinking Fund Dates in amounts equal to the
aggregate Sinking Fwid Requirements therefor.
Upon the retirement of any Bonds by purchase or redemption pursuant to the provisions
of this Section, the Trustee shall fife with the Department a statement identifying such Bonds and
setting forth the date of purchase or redemption, the amount of the purchase 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 Account.
Section 5l I. Insurance and Condemnation Award Account, 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 in the Insurance and
Condemnation Award Account for the following purposes:
(a) to transfer to the Proceeds Account in the Construction Fund, the creation
of which is authorized by Section 404 hereof, and thereafter to disburse the same to pay
the costs ref repairing or replacing the Parking System; and
(b) to transfer to the Redemption Account and the Interest Account to redeem
Bonds.
Section 512 Funds Held in Trust. All money that the Trustee shall have withdrawn
from the Bond Fund or shall have received from any other source and set aside or deposited with
the Paying Agent for the purpose of paying any of the Bands hereby secured, either at maturity
or by purchase or call for redemption, or for the purpose of paying any interest on the Bonds
hereby secured, shall be held in trust for the respective Holders, All interest on money so set
aside or so deposited shall accrue to the benefit of the Department and shall be paid to the
Department annually,
Any money that is so set aside and that remains unclaimed by the Holders fora period of
two years after the date 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,
board or body far payment and then only to the extent of the amounts so received, without any
interest thereon, and the Trustee shall have no responsibility with respect to such money.
Section 513, Cancellation of Bonds, Upon receipt of the same, the Trustee shall cancel
(a) all Bonds paid, red.med, or purchased by the Trustee or purchased by the Department and
delivered to the Trustee, and (b) all Bonds delivered to the Trustee in exchange for outer Bonds
or delivered to the Trusted upon the transfer of any registered Bond if u new Bond is delivered
upon such transfer. The Trustee shall certify to the Department the details of all Bonds so
canceled. All Bonds canceled under any of the provisions of this Ordinance either shall be
46
(a) Subject to the provisions of paragraph (e) of this Section, the Trustee shall
endeavor to purchase and cancel Bonds or portions thereof, regardless of whether such
Bonds or portions dtcrcef aro then subject to redemption, at the most advantageous price
obtainable with reasonable diligence, provided that the purchase price of each Bond shall
not exceed the Redemption Price that would be payable on the next redemption date to
the Holder of such Bond under the provisions of Article III of this Ordinance if such
Bond or such portion thereof should be 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 the Interest Account and the
purchase price from the Redemption Account, but no such purchase shall be made by the
Trustee from money in the Redemption Account within the period of 45 days
immediately preceding any Interest Payment Date on which such Bonds or portions
thereof are to be redeemed,
(b) Subject to the provisions of paragraph (Oaf this Section, the Trustee shall
call 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
Redemption Account as newly as may bet provided, however, that not less than Two
Hundred Fifty Thousand Dollars ($250,000) principal amount of Bonds or such lesser
amount if less than $250,000 in principal amount of Bonds is then Outstanding, shall be
called far redemption at any one time. Such redemption shall be made pursuant to the
provisions of Article 111 of this Ordinance. The Trustee shall pay the accrued interest on
the Bonds or portions thereof to be redeemed to the date of redemption from the Interest
Account and the Redemption Price of such Bonds or portions thereof from the
Redemption Account, The Trustee shall withdraw from the Redemption Account and, in
the manner provided is Section 505 hereof, set wide in separate accounts or deposit with
the Paying Agent the respective amounts required to pay the Redemption Price of the
Bonds or portions thereof so called for redemption
(c) Morley in the Redemption Account shall he applied by the Trustee in each
fiscal Year to the purchase or the redemption of Bonds of any one or more Series then
Outstanding in accordance with the latest certificate filed by the Chief Financial Officer
with the Trustee (i) designating the one or more Series of Bonds to be purchase or
redeemed, (ii) if more than one Series of Bonds is so designa4d, setting forth the
aggregate Principal amount of Bonds of each Series to be purchased or redeemed, which
amount shall be determined (as nearly as practicable by a ratio of the aggregate principal
amount of Bonds of each Series, as originally issued, to the aggregate principal amount of
Bands of all such Series, as originally issued, and (iii) unless the Series Ordinance
relating to the Bonds to be redeemed specifies Me order of redemption, designating the
Bonds to be redeemed within each Series, and if such Bonds are Tenn Bonds, the years in
which future Sinking Fund Requirements are to be reduced as a result of such redemption
and the amount of such reduction in each such year. In the event no such certificate is
filed and unless the Series ordinance relating to the Bonds 10 be redeemed specifies
othensisc, (i) the Trustee shall apply such money to the purchase of one or more Series of
Bonds as it shall determine or to the redemption of Bonds bearing the highest rate of
interest, (ii) if Bonds of more than ono maturity bear the same interest rate, the Trustee
shall redeem such Bonds in the Inverse order of maturities, and (iii) if the Bonds bearing
45
delivered to the Department or destroyed by the Trustee, as the Department directs, Upon
destruction of any Bonds, the Trustee shall execute a certificate in duplicate describing the
Bonds so destroyed; one executed certificate shall be filed with the Department and the other
executed certificate shall be retained by the Trustee.
Section 514. Disposition of Fund Balances. After provision 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 be paid under or in connection with this
Ordinance, and receipt by the Trustee of a certificate of the Chief Financial Officer to the effect
that thorn are other indentures or other agreements that impose a continuing lien on the balances
hereinafter mentioned, the Trustee shall pay all amounts in any Fund or Account then held by it
under this Ordinance to the Deparment. If a continuing lien has been imposed on 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 the
interest thereon, the City and the Department hereby grant to the Trust. a pledge of (a) Net
Revenues, (b) their right le receive Net Revenues, and (a) the money and Investment Obligations
in any and all of the Funds and Accounts established under this Ordinance and the income from
such investment Obligations and the 'investment of such money. ft is the intent of the City and
the Department that this pledge shall be effective and operate immediately and that the. Trustee
shall have the right to collect and receive said Net Revenues in accordance with the provisions
hereof at all times during the period from and after the date of the Bonds issued hereunder until
the Bonds have been fully paid and discharged, including, without limitation, at all times after
the institution and during the pendency of bankruptcy or similar proceedings.
Thu Bonds shall not constitute a debt of the City for which the faith and credit of the City
is pledged, The issuance of the Bonds shall not directly or indirectly or contingently obligate the
City to levy any lax, or pledge any form of taxation. whatever therefor. The Bands shall not
constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City,
except as provided in this Ordinance.
The aforementioned pledge shall not inhibit the sale or disposition of the Parking System
in accordance with this Ordinance and shall not impair or restrict the ability of the Department to
invest in securities and other Forms of investment, subject to the provisions oIthis Ordinance.
Section 516. Rebate Fund. Moneys shall be deposited in the Rebate Fund as required
by the terms hereof Amounts on deposit on the Rebate Fund shall be held in trust by the City
and used solely to make required rebate payments to the United States (except to the extent the
same may be transferred to the Revenue Fund) and the Bondholders shall have no right to have
the same applied for debt service on the Bands.
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ARTICLE VI
DEPOSITARIES OF MONEY, SECURITY FOR DEPOSITS,
INVESTMENT OF FUNDS, AND COVENANT AS TO ARBITRAGE
Section 601. Security for Deposits. Any and all money received under the provisions
of this Ordinance shall be deposited as received with the Twelve or one or mare other
Depositaries as provided in this Ordinance, and shalt be trust funds under the terms hereof, and
shall not be subject to any lien, or attachment by any oredhar of the City, the Board or tie
Depatiment,
Until money deposited with the Trustee or any other Depositary hereunder has been
invested in Investment Obligations, the amount of money in excess of the amount guaranteed by
the Federal Deposit Insurance Corporation or other federal agency shall be continuously secured
for the benefit of the City and the Department and the Holders in such otter manner as may then
he required or permitted by applicable State or federal laws and regulations regarding the
security for, or granting a preference in the case of, the deposit of trust funds; provided that it
shall not be necessary for the Trusts or any Paying Agent to give security far the deposit of any
money with it for the payment of time principal of or the redemption premium or the interest on
any Bonds or for the Trustee or any Depositary to give security fist any money that is represented
by In vestment Obligations purchased under the provisions of this Article,
All money deposited with the Trustee or any Depositary shall be credited to the particular
Fund or Account to which such money belongs.
Section 602. Investment of Money. Money held for the credit of all Funds and
Accounts shall be continuously invested and reinvested by the Chief Financial Ot1iecr, the
Trusts, or the Depositaries, whichever is applicable, in Investment Obligations to the extent
practicable. Except as hereinafter provided with respect to mho Reserve Account, Investment
Obligations shall mature or be redeemable at the option of the holder thereof not later than the
respective dates when the money held for the credit of such Funds or Accounts will be required
far the purposes intended Investment Obligations in the Reserve Account stall mature or be
redeemable al the option of the holder thereof as follows: 25% not later Than five years after the
date of such investment, an additional 50% not later than ten years after the date of such
investment, and the balance without limitation, For purposes of This Section, the maturity date of
any repurchase agreement shall be deemed to be the stated maturity date of such agreement and
not the maturity dates of the underlying Investment Obligations.
The Chief Financial Officer or his designee may at any time give to the Tustee written
directions respecting the investment of any money required to tat invested hereunder subject
however, to the provisions of this Article, and the Trustee shall then invest such money as so
directed. The Trusted may request in writing direction or authorization of the Chief Financial
Officer or his designee with respect to the proposed investment of money under the provisions of
this Ordinance. Upon receipt of such request, accompanied by a memorandum setting forth the -
details of any proposed investment, the Chkf. Financial Officer or his designs shall either
approve such proposed investment or shall give written directions to the Trustee respecting the
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covenants with each of the Holders of the Bonds issued hereunder that are not Taxable Bonds
that it will comply with the requirements applicable to it contained in Section 103 and Past IV of
Subchapter B of Subpart A of Chapter 1 of the Code to the extent necessary to preserve the
exclusion of interest on the Bonds issued hereunder that are not Taxable Bonds from gross
income for federal income lax purposes. Specifically, without intending to limit in any way the
generality of the foregoing, the City covenants and agrees:
(l) to make or roue, to be made all necessary
detemdnations and calculations of the Rebate Amount and
required payments of the Rebate Amount;
(2) to act aside sufficient moneys in the Rebate Furth or
elsewhere, from the Net Revenues or other legally available finds
of the City, to timely pay the Rebate Amount to the United States
of America;
(3) to pay the Rebate Amount to the United States of
America from the Not Revenues or from any other legally
available funds, at the times and to the extent required pursuant its
Section 148(f) of the Cade;
(4) to maintain and retain all records pertaining to the
Rebate Amount with respect to the Bonds that are not Taxable
Bonds issued hereunder and required payments of the Rebate
Amount with respect to the Bonds that ate not Taxable Bonds for
at lest six years after the final maturity of tine Bonds Wet are not
Taxable Bonds or such other period as shall be necessary to
comply with the Cade;
(5) to refrain from taking any action that would cause
any Bonds or any Series or portion thereof issued hereunder, other
than Taxable fronds and bonds issued with the intent that they shall
constitute "private activity bonds" under Section 141(a) of the
Code, to be classified as "private activity bonds" under Section
141(a) of the Code, and
(6) to refrain from taking any action that would cause
the Bands that are not Taxable Bonds issued hereunder to become
arbitrage bonds under Section 148 of the Code.
The City understands that the foregoing covenants impose continuing obligations of the
City with respect to any Series of Bonds that are not Taxable Bonds that will exist as long as the
requirements of Section 103 and Part IV of Subchapter B of Subpart A of Chapter 1 of the Code
are applicable to such Settee of Bonds,
With respect to any series of Bonds that are not Taxable Bonds, if any amount shall
remain in the Rebate Fund after payment in full of such Series of Bonds and after payment in full
50
investment of such money and, in the case of such directions, the Trustee then shall invest,
subject to the provisions of this Article, such money in accordanw with such directions.
Investment Obligations acquired with money In or emditcd to any Fund or Account
established under this Ordinance shall be deemed at all times to be part of such Fund or Account.
The interest accruing an Investment Obligations in any Fund or Account and any profit or loss
realized upon the disposition or maturity of such Investment Obligations shall be credited to or
charged against any such Fund er Account. Tho Trustee shall sell at the best price obtainable or
reduce to cash a sufficient amount of such [nvestnnent Obligations whenever it is necessary se to
do to provide money to make any payment from any such Fund or Account. The Trustee shall
not be liable or responsible for any loss resulting from any such sale or reduction to cash.
Whenever transfer of money between hvo or more of the Funds or Accounts established
pursuant to Article V of this Ordinance is permitted or required, such transfer may be made as a
whole or in part by transfer of one or more Investment Obligations at a value determined at the
time of such transfer in accordance with this Attsele VI, provided that (Inc Investment Obligations
transferred are those in which money could be invested at the date of such transfer.
Section 603. Valuation. Rol' the purpose of determining the amount on deposit in any
Fund or Account, Investment Obligations in which money In such Fund or Account is invested,
with the exception of the Reserve Account, shall be valved {a) at face value if such Investment
Obligations mature within 12 months from the date of valuation- thereof, and (b) if such
Investment Obligations mature more than 12 months after the date of valuation thereof, at the
price at which such Investment Obligations are redeemable by the holder at his option, if so
redeemable, or, if not so redeemable, at the lesser of (i) the cost of such Investment Obligations
plus the amortization of any premium or minus the amortisation of any discount thereon, and (ii)
market value of such Investment Obligations, Investment Obligations in the Reserve Account
shall be valued at Weir market setae.
All Investment Obligations in all of the Funds and Accounts created hereunder, shall he
valued no cattier than the 201h day of the second month next preceding a principal payment dale
and no later than the 21st day of the month next preceding such principal payment date. In
addition, Investment Obligations in the Interest Account, the Principal Account, the Sinking
Fund Account, and the Reserve .Account shall be valued at any time requested by the Department
on reasonable notice to the Trustee (which period of notice may be waived or reduced by the
Trustee); provided, however, that the Trustee shall not be required to value investment
obligations more than once in any calendar month.
Whenever the value of two cash and Investment Obligations in the Reserve Account, plus
accrued interest to the date of valuation, is less than the Reserve Requirement, the Trustee shall
compute the amount by which the Reserve Requirement exceeds the balance in the Reserve
Account and shall immediately give the Chief Financial Officer and the Director notice of such
deficiency and the amount necessary to curt the same.
Section 604. Tax Covenant. It is the intention of the City and the Department that the
interest an the Bonds issued hereunder that are not Taxable Bonds be and remain excluded from
gross income for federal income tax purposes and to this end the City hereby represents to and
49
of the Rebate Amount to the United States of America with respect to such Series of Bonds, such
amount shall be available to the City for any lawful purpose,
The Rebate Fund shall be held separate and apart from all other funds and accounts of the
City, shall not be impressed with a lien in favor of the Bondholders and shall be available far use
only as provided in this Resolution and the Code,
Notwithstanding any other provision of this Ordinance, including, in particular Article
XII hereof, she obligation of the City to pay the Rebate Amount to the United States of America
and to comply with the other requirements of this Section shall survive the defeasance or
payment in full of any Series of Bonds that are not Taxable Bonds.
ARTICLE V II
GENERALS COVENANTS AND REPRESENTATIONS
Section 101. Payment of Frincinal Interest and Premium. The City, through the
Department, shall cause to be paid, when due, the principal of (whether at maturity, by
acceleration, by call for redemption or otherwise) and the premium, if any, and interest on the
Bonds at the places, on the dates and in the manner provided herein and in said Bonds according
to the True intent and meaning thereof. The Bonds are not general obligations of the City but are
limited obligations payable solely from Net Revenues, the City and the Deparhnert's right to
receive the same, and money and Investment Obligations held In the Funds and Accounts created
hereunder and the income from such Investment Obligations and the investment of such money,
The Bonds shall be secured as provided in Section 515 of this Ordinance. The Bonds shall not
constitute a debt of the City for which the full faith and credit of the City is pledged. The
issuance of the Bonds shall not directly or indirectly or contingently obligate the City to levy any
tax or to pledge any form of taxation whatever therefor. The Bonds shall not constitute a charge,
lien or encumbrance, legal or equitable, upon any property of the City, except as provided in this
Ordinance.
Section702, Construction of 1998 Project and Additional System Facilities, Upon
issuance of the 1998 Bonds, the Department shall diligently proceed to construct the 1998
Project, The Department shall construct any Additional System Facilities for the construction of
which Bonds are issued or far which money repayable from the proceeds of Bonds is advanced
to the Department, in accordance with plans approved by a Parking Consultant. Upon the
completion of the 199E Project and any such Additional System Facilities the Department shall
operate and maintain the same as a part of the Parking System, The Department shall require
each person, firm or corporation with whom it may contract for construction to (a) furnish a
payment and performance bond in the full amount of any contract, or (b) deposit with the Chief
Financial Officer marketable securities that have a market valve equal to the amount of such
contract and that aro eligible as security for the deposit of trust funds as provided in Section 601
of this Ordinance. The proceeds of any such performance bond or securities shall bd deposited
in the Construction Fund and applied toward the completion of the 1998 Project or the
Additional System Facilities in connection with which such performance bond or securities are
furnished.
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Section 793. Operation of Parking System. The Department shall establish and enforce
reasonable rules and regulations governing the operation and use of the Parking System, operate
the Parking System in an efficient and economical manner, maintain the properties constituting
the Parking System in good repair and in sound operating condition for so long as the same are
necessary to the operation of the Paring System upon a revenue-pmduoing basis, and comply
with all valid acts, rules, regulations, orders and directions of any legislative, executive,
administ ativo or judicial body that are applicable to the Parking System.
For so song as any Bonds are outstanding, neither the City nor the Department shall
construct, maintain, or operate, or cause to be constructed, maintained, er operated, or participate
with any person, entity, or governmental unit or subdivision the construction, operation, or
maintenance of, any off-uireot parking facilities that would impair the revenue -producing
capacity of the Parking System unless prior to such construction, operation or maintenance (a)
the construction, maintenance. and operation of such facilities are authorized pursuant to the
provisions hereof and such facilities aro incorporated into the Parking System, or (b) the
Department shall have delivered to the Trustee a statement of a Parking Consultant to the effect
that based upon such Parking Consultant's knowledge and analysis of the financial performance
and operations of the Parking System, nothing has come to its attention that would lead it to
believe that the City and the Department would not be able to meet their obligations under
Sections 503 and 704 of this Ordinance as a result of such construction, operation, and
maintenance.
Section 704. Rate Covenant, (a) The City and the Department shall fix, charge and
correct rates, fees, rentals, and charges for the use of the Parking System and shall revise such
rates, fees, rentals and charges as often as may be necessary or appropriate to produce Revenues
in each Fiscal Year at [east equal to the sum of (1) Current Expanses for such period, plus (2)
150% of the Principal and Interest Requirements for such period, plus (3) the amounts required
to be deposited in the Reserve Account in such pcnod. In calculating Principal and Interest
Requirements for purposes hereof, the City and the Department may net out therefrom any
amount of interest for each period far which a like amount of accrued or capitalized interest has
been set aside and held hereunder.
(h) If, in any such period, Revenues .are less than the amount required under
paragraph (a) of this Section and if tiro cash and value of the Investment Obligations available
within the Funds and Accounts created hereby aro not sufficient to make the deposits requited to
be made pursuant to paragraphs (a), (b), (a), (d) and (f) of Section 503, the City and the
Department shall take action to revise their rates, free, rentals and charges, or alter their methods
of operation or take other action in such manner as is calculated ter produce the amount so
required in such purred.
(c) If the audit report for any Fiscal Year indicates that the obligations under
paregmph (a) of this Section 704 have not been satisfied then within 15 days of the receipt of Oho
audit report for such Fiscal Year, the Department shall employ a Parking Consultant to review
and analyze the financial status and the administration and operations of tiro Parking System, to
inspect the properties constituting the Parking System, and to submit to the Board and the
Director, within 60 days thereafter, a written report on the same, including the action taken by
the City and the Department with respect to the revision of its rates, fees, rentals and charges,
52
resolution and shall be binding on the City, the Department, the Bond Registrar, the Trustee, the
Paying Agent and all the Holders of Bonds of such Series the same as if such covenants were set
forth in full in this Ordinance.
Section 707. Records. Accounts and Ards. The Department shall keep the funds,
accounts, money and investments of the Parking System separate from all other funds, accounts,
money and investments of the Department and the City and shall keep accurate records and
accounts of all items of costs and of all expenditures relating to the Parking System and of the
Revenues collected and the application of such Revenues.
At least once during each quarter of each Fiscal Year, beginning with the first full Fiscal
Year following the date of delivery of the 1998 Bonds pursuant to Section 208 of this Ordinance,
the Department shall cause to be filed with the Trustee copies of a report, signed by the Director
setting forth all revisions of the rates, fees, rentals and charges for use of the Parking System
during the preceding three-month period and an unaudited interim report, signed by the Chief
Financial Officer, identifying all Defaults that occurred during the preceding three-month period
and setting forth in respect of such period a separate income and expense account of the Parking
System, showing the Revenues and Current Expenses for such quarter, for all quarters of the
current Fiscal Year, including such quarter, and for the eomesponding periods in the next
preceding Fiscal Year, and within 120 days after the close of such Fiscal Year the Department
shall cause the Acoountant to prepare an audit of its books and accounts pertaining to the parking
System. Reports of each such audit shalt be filed with the Board, the Chief Financial Officer and
the Trustee and copies of each such report shall be mailed to each nationally recognized
securities rating agency that is then rating any Outstanding Bonds and each Holder requesting the
same and shalt be made available for inspection at the office of the Chief Financial Officer.
Each such audit report shall be accompanied by an opinion of the Accountant stating that the
examination of the financial statements was conducted in accordance with generally accepted
auditing standards and stating whether such financial statements present fairly the financial
position of the Parking System and the results of its operations and changes in its financial
position for the period covered by such audit report in conformity with generally accepted
accounting principles applied on a consistent basis.
If for any reason beyond its control, the Department is unable to obtain the foregoing
opinion as to compliance with generally accepted accounting principles, the City and the
Department shall he deemed to be in compliance with this Section lithe Department is taking all
reasonable and feasible action to obtain such opinion in subsequent Fiscal Years, and if, in lieu
of a statement as to compliance and conformity, such opinion states the reasons for such non-
compliance or non -conformity.
Each audit report shall be accompanied by a special report of the Accountant setting forth
in respect of said Fiscal Year the same matters as are horeinabove required for the quarterly
reports of the Chief Financial Officer and a calculation to determine compliance with Section
704(a) of this Ordinance. Such special report shall state (i) whether there existed at Oho end of
the Fiscal Year under audit any violation of any covenants or agreements herein contained, and
(ii) if at any time during the Fiscal Year under audit any Default occurred and if so, the nature of
the Defauh. Such special report shall be limited to financial matters described in this Ordinance.
54
which report may contain recommendations of further revisions of the rates, fees, rentals,
charges, and methods of operation of the Parking System that will result in producing the amount
so required during that Fiscal Year. Promptly upon its receipt of the recommendations the
Department shall transmit copies thereof to the City Commission, the Trustee and each Holder
who has requested the same and shall take such further action as is then in the best interests of
the Bondholders, the Department, the City and its citizens.
(d) In the event the City and the Department fail to take action as required by
paragraphs (b) and (e) of this Section, the Trustee may, and upon request of the Holders of not
less than 25% in principal amount of all Bonds Outstanding shall, institute and prosecute an
action or proceeding in any court or before any board or commission having jurisdiction to
compel the City and the Department to comply with the requirements of said paragraphs.
(e) No use of the Parking System shall be permitted without compensation.
Section 705. Budgets and Covenant as to Current Expenses On or before the 90th day
nod preceding the beginning of each Fiscal Year, the Department shall prepare a preliminary
budget for the ensuing Fiscal Year for the Parking System in the form of the budget then
required by law and shall file a copy of each such preliminary budget with the Trustee.
Each budget shall be prepared in such manner as to specify Current Expenses and the
amounts to be deposited in the various Funds and Accounts created by this Ordinance during the
Fiscal Year for which such budget was prepared. The budget shall be accompanied by a pro
forma statement of Revenues, Current Expenses and rates, fees, rentals and charges estimated to
be necessary to meet the requirements of Section 704(a) of this Ordinance and shall include or
make reference to a Capital Funds Budget that shows separately the amounts to be deposited in
the General Reserve Account during the Fiscal Year for which the budget is prepared for the
purpose of financing additions, extensions and improvements to the Parking System and the
amounts to be expended during such Fiscal Year from money in the General Reserve Account
and the Construction Fund.
On or before the first day of each Fiscal Year, the City and the Board shall adopt the
budget for the Parking System (which budget together with any amendments thereof or
supplements thereto as hereinafter permitted is herein collrretivaly called the "Annual Budget"),
A copy of the Annual Budget shall be filed with the Trustee and any nationally recognized
securities rating agency then rating any Outstanding Bonds and each Holder requesting the same
in whiling, and made available for inspection at the office of the Chief Financial Officer.
If the City and the Board have not adopted the Annual Budget before the first day of any
Fiscal Year, the preliminary budget for such Fiscal Year or, if them is none, the budget for the
preceding Fiscal Year, shall be deemed to be in farce and effect.
Section 706 Covenants with Credit Banks. Insurers and Reserve Product Providers,
The City may make such covenants as it may, in its sole discretion, determine to be appropriate
with any Insurer, Credit Bank or Reserve Product Provider that shall agree to insure er to provide
credit or liquidity support for Bonds of any one or more Series that shall enhance the security or
the value of such Bonds. Such covenants may be set forts in the applicable Series Ordinance or
53 •
For purposes of this Ordinance, each Fund created hereunder shall be a series of accounts
within the book of accounts of the Department and shall connote a segregation of accounts that
will support special purpose disclosure reports, and nothing herein shall be construed as
requiring a separate set of books and accounts or separate bank accounts,
The Department shall cause any additional reports or audits relating to the Parking
System to be made as required by law or by any applicable rules or regulations of any
governmental authority having jurisdiction over the Parking System. The cost of such audits
shall he treated as a part of the cost of operation of the Parking System.
Section 708. Insurance. Based upon recommendations of the Insurance Consultant, the
Department shall purchase and maintain insurance covering such properties belonging to the
Parking System as are customarily insured against loss or damage from such causes as arc
customarily insured against by enterprises of a similar nature, business interruption insurance,
Liao and occupancy insurance and comprehensive general liability insurance on the Packing
System for bodily injury and property damage. Such protection may consist of insurance, self-
insurance antler indemnities. Any insurance shall be in the form of policies or contracts for
insurance with insurers of good standing, shall be payable to the City and may provide for such
deductibles, exclusions, limitations, restrictions, and restrictive endorsements customary In
policies for similar coverage issued to entities operating properties similar to the properties of the
Parking System. Any self insurance shall be in the amounts, manner and of the type provided by
entities operating properties similar to the properties of the Parking System.
Not less than once every two years Ito insurance Consultant shall deliver a report to the
Department and the Board recommending that level of insurance coverage necessary to comply
with the provisions of this Section 708. In delivering such report the Insurance Consultant may
take into consideration the availability of such insurance upon reasonable terms and conditions.
The Net Proceeds paid in satisfaction of any claim made under policies providing the
coverage required by this Section shall be applied as provided in Section 710 of this Ordinance.
Section 709. Notice of Taking; Cooperation of Parties. If any public authority or entity
attempts to take or damage all or any part of the Parking System through Eminent Domain
proaxdings or through public referendum, the City and the Department shall take prompt and
appropriate measures to protect and enforce its rights and interests and those of the Treace and
the Holders in connection with such proceedings. Upon receiving notice of the institution of
Eminent Domain proceedings by any public instrumentality, body, agency or officer or the
reinstitution of a public referendum, the Department shall deliver written notice thereof to the
Trustee.
The Net Proceeds of any award or compensation resulting from Eminent Domain
proceedings shall be applied in accordance with the provisions of Section 710(a) of this
Ordinance,
Section 710. Insurance and Eminent Domain Proceeds. (a) All Net Proceeds of all
insurance required by Section 708 of this Ordinance and all Net Proceeds resulting from Eminent
55
C-15
Domain proceedings shall be delivered to the Trusted for deposit in the insurance and
Condemnation Award Account and shall be applied at the election of the Department:
(L) promptly to replace, repair, rebuild or restore the Parking System to substantially
the same condition as that which existed prior to such taking, damage or destruction, with such
alterations and additions as the Department may determine and as will not impair or ohenise
adversely affect the revenue -producing capability of the Parking System, provided that prior to
the commencement of such replacement, repair, rebuilding or restoration, the Department shall
deliver 10 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
restoration will be substantially complete, and (C) a statement to the effect that Net Proceeds,
together with other Funds made available or to bo made available by the Department, will be
sufficient to pay the Costs of the replacement, repair, .rebuilding or restoration of the Parking
System, or
(2) to the redemption of Bonds, provided that Bonds may be reeemed 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 the Parking
System damaged or destroyed or taken is not necessary a 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 Parking
Consultant has been unable to make the statement required by subparagraph (1) (C) of this
paragraph (a).
If the Department does not apply Net Proceeds or cause them to be applied, to replace,
repair, rebuild, or restore the Parking System, the Department shall direct the Trustee to redeem
Bonds in accordance with Article III of This Ordinance and to transfer from the Insurance and
Condemnation Award Account to the Redemption Account an amount sufficient to pay the
Redemption Price of the Bonds to be redeemed and to the Interest Account an amount that,
together with amounts then on deposit therein, is sufficient to pay interest accruing on the Bonds
to be redeemed to the date of redemption,
If the Department clads to apply Net Proceeds, or cause them to be applied, to replace,
repair, rebuild, or restore the Parking System, the Trusted shall create a Proceeds Account in the
Construction Fund, shall transfer much Net Proceeds from the Lnsurance and Condemnation
Award Account to the Proceeds Account, and shall make disbursements therefrom, to the extent
practicable.
(b) The Net Proceeds of use and occupancy insurance carried pursuant to Section 705
of this Ordinance shall be applied as follows: (i) an amount equal to the Operations and
Maintenance Requirement shall be deposited in die Revenue Account, (ti) an amount equal to the
excess of that required to be deposited in the Interest Account, the Principal Account, and the
Sicking Fund Account, pursuant to Section 503 hereof in the then current Fiscal Year over the
amounts on deposit in said Accounts shall be deposited in said Accounts, and (iii) any balance
remaining shall, be deposited in the Revenue Account and applie to pay Current Expenses.
56
Department shall then have the 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 the
same, if;
(1) prior to such removal or demolition die Department
gives written notice thereof to the Trustee, which notice shall
describe the real property or structures to be demo€fished or
removed, the reason for such demolition or removal, and the
estimated fair market value thereof, and
(2) (A) the Department shall construct, acquire,
replace or substitute real properly or structures having the same
general function and revenue -producing capacity as that of the
property demolished or removed, or
(B) any such real property and structure now or
hereafter existing as put of the Parking System may be demolished
or removed by the Department from time to time and the
Department shall net be required to construct or acquire any real,
property or struehrros in substitution or in replacement thereof if
there shall be filed with the Trustee prior to such demolition or
removal, a certificate, signed by the Director and approved by the
Parking Consultant, stating (i) that no DCPdrdt has occurred and is
continuing under this Ordinance, or, if any Default then exists, that
the same will he cured by action taken pursuant to this Section
713, and (ii) that the Net Revenues for the Fiscal Year next
succeeding 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) Upon compliance with the provisions of Section 71.5 hereof, the
Department shall have the right to lease the Parking System or any portion thereof
to public or private operators for continued operation, in the public interest, as
public parking facilities, at rentals which, in the opinion of a Parking Consultant
expressed in writing, will be testa' to the estimate Net Rovemues which would
have been realized from continued operation by the Department of the facilities to
be lease.
(a) The Department shall have the right to remove and substitute or
make changes in the location of on -skeet parking meters which are necessary to
permit street widening or street closings or are othenise necessary in the
determination of the Department or the City and which will not materially lessen
the income and revenues to bo 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 de Construction
Fund if the amount then on deposit therein is insufficient to pay the Costs of the 1996 Project or
58
Section 711. Compliance with Aoolicablc Law. So long as any Bond is Outstanding,
the City and the Department shall comply or arose there to be compliance with all applicable
laws, orders, rules, regulations and requirements of any municipal or other governmental
authority relating to the construction, use and operation of the Parking System, Nothing
contained in this Section shall prevent the City and the Department from contesting in good faith
the applicability or validity of any law, ordinance, order, rule, 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 revenue -producing capability of the Parking System.
Section 712. Payment of Charges and Covenant Against Encumbrances, Except as
provided herein, the City and the Department shall not create or suffer to he created any lien 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 atter the same become due and payable, all lawful costs, expenses,
liabilities and charges relating to the maintenance, repair, replacement or improvement of the
properties constituting the Parking Systcmr and the operation of the Parking System and lawful
claims and demands for labor, materials, supplies or other objects that might by law become a
lien upon the Parking System or Revenues if unpaid. Nothing contained in this Section shall
require the City or the Department to pay or cause to be discharged, or make provision for the
payment, satisfaction and discharge of, any lien, charge, cost, liability, claim or demand so long
as the validity thereof is contested in good faith and by appropriate legal proceedings.
Section 7I3, Disposition or Parking Svslem. Except as provided in this Section 713,
the Department shall not sell or otherwise dispose of all or any part of the properties constituting
the Parking System.
(a) The Department shall have the right to sell or dispose or any
machinery, apparatus, tools, lnatnancnts, or other moveable property or fixtures
acquire by it in connection with the Parking System, or any materials used in
connection therewith if the Director determines that such articles are no Longer
nodded or useful in connection with the construction or maintenance of the
properties constituting the Parking System or the operation of the Parking System
and that such sale or disposition will not impair the operating efficiency of the
Parking System or materially reduce the revenue -producing capability of the
Parking System.
(b) The Department, without notice to die 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 pats of the Parking System provided that the Board, by resolution,
detomrines that such removal or demolition does not impair the operating
efficiency of the Parking System or materially reduce the revenue -producing
capability of the Parking System.
(c) Notwithstanding the provisions of paragraph (b) of this Section, if
the Department determined that any real property or structure constituting a part
of the Parking System has become inadequate, unsuitable or unnecessary, the
57
any Additional System Facilities or to the General Reserve Account if the amount on deposit
therein is less than the amount to be deposited therein pursuant to the Capital Funds Budget, as
the Department may direct. All proceeds remaining after such deposits shall be paid to de
Trustee for deposit in the Redemption Account.
Section 714. Additional System Facilities. Additions to the Parking Svsterp, All
buildings, structures, and Items of personal property that are constructed, placed or Installed to or
upon the properties constituting the Parking System as an addition or improvement to, as a
substihde for, or in renewal, replacement or alteration of, any buildings, structures, and personal
property constituting part of the Parking System, and all real property acquired as an addition to,
in replacement of, or as a substitute for real property constituting a part of the Parking System
shall thereupon became a part of the Parking System,
Other facilities not financed by the issuance of Bonds ceder this Ordinance may be
incorporated in and made a part of the Parking System upon satisfaction of the conditions set
forth in Section 717 hereof,
Section 715, Contracts, Leases and Other Agreements. Subject to the provisions of
Sections 604 and 113(d), the Department may lease, as lessor, all or any part of the Parking
System, or contact or agree for the performance by others, of operation or services on or hi
connection with the Parking System or any part thereof, for any lawful purpose, provided that:
(a) each such least, contractor agreement, or any amendment or rescission thereof, is
not inconsistent with the provisions of this Ordinance;
(b) the City and the Department shall remain fully obligated and responsible under
this Ordinance to the same extent as if such lease, contract or agreement, or any amendment or
rescission thereof, had not been executed;
(c) the obligation of the City and the Department under such lease, contract or
agreement sha11 be subordinate to the Department's obligations under this Ordinance; and
(d) if the amount payable to the City or the Department in the then current or any
subsequent Fiscal Year under any such lease, contract or agreement or any amendment or
rescission thereof, exceeds 5% of the Revenues for the preceding Fiscal Year, then the Board
shall expressly determine by resolution that it has given due consideration to the provisions of
Section 704 hereof prior to the execution of such contract, lease, or agreement, and that such
lease, contact or agreement, or amendment or rescission thereof, does not materially adversely
impair or diminish the rights or security of any Holder. The Board shall not be prevented from
making the determination required by this paragraph (d) notwithstanding that a particular
contract lease or agreement is not subject to revision except in accordance with its terms and is
not subject to revision to comply with the provisions set fort in paragraphs (a) and (b) of Section
704,
Section 716. Interim Indebtedness: Short Temr Indebtedness. The City and the
Department shall have the right: (a) to incur Interim Indebtedness on a parity with the Bonds as
to payment from Revenues provided that (1) the requirements for the issuance of Additional
Bonds set forth in Section 209 of this Ordinance could be satisfied if such Interim Indebtedness
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were issued with a maturity of twenty-five (25) years after date of issuance, with substantially
equal annual payments of principal and interest and with an interest rate substantially equal to
the market interest rate for similar obligations of twenty-five year maturity at the time the
calculation is made and (2) there shall bo filed with the Trustee, simultaneously with the
incurrence of such Interim Indebtedness, a letter from a banking, investment banking or other
appropriate financial institution stating that, under the then current market conditions, such
Interim Indebtedness could be placed or sold on the terns and conditions assumed for the
purposes oF(a) (1) above and (b) to incur Short Term Indebtedness payable as to principal and
interest as Current Expenses provided that such Short Term Indeblrniness at any time outstanding
shall not exceed 20% of the Department's Current Expenses of the Parking System for the last
Fiscal Year for which an audit is available,
Section 717. Financing of Soccial Purpose Facilities. Nothing in this Ordinance shall
be construed as prohibiting the City or the Department from financing the acquisition or
construction of any Special Purpose Facilities permitted by law (whether or not related to
parking) so long as the following conditions are satisfied:
(a) the debt obligations issued to finance the special purpose facilities are not
directly or indirectly scxurdd by or payable from Revenues but are secured by and
payable from such other sources as are then penoitted by law;
(b) the Department shall have delivered to the Trustee opinions of the City
Attorney to the effect that the underlying obligations issued to finance such facilities are
not, directly or indirectly, secured by or payable from Revenues or issued under or
secured by the provisions of this Ordinance and that the financing of such special purpose
facilities will not conflict with or constitute on the part of the City or the Department a
breach of or default under any of the covenants or previsions of this Ordinance; and
(c) the Department shall have delivered le the Trustee a statement, signed by
the Parking Consultant, to the effect that in its opinion the acquisition or construction of
such special purpose facilities will not materially reduce Revenues or impair the
operating efficiency of tho Parking System.
Such Special Purpose Facilities may include any facility permissible under the laws of
the State, including but not limited to, parking facilities.
Section 718, Subordinated Debt. The City may incur and issue Subordinated Debt to
finance the acquisition and construction of any facilities which the Board and the Department
may operate and maintain pursuant to law, except For Special Purpose Facilities described in
Section 717 hereof, if the following conditions are mot:
(a) the City shall adopt an Ordinance authorizing the issuance of any such
Subordinated Debt and setting forth the amount and details thereof;
(b) the principal of, and the redemption premium, if any, and interest on any
such Subordinated Debt is payable as a whole or in part solely from the proceeds of other
Subordinated Debt, Additional Bonds, any money available therefor in the General
Reserve Account, or from any other legally available source provided that su01
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Section 722. jqo Free Parking at Cite jacjitijea. The city covenants that no ban parking
will be permitted pursuant to lease or other contractual arrangement upon real property or at
facilities owned or operated by the City.
Section 723. Department to Manage City Parking Facilities. The City covenants that if
it acquires, finances or constricts any facilities or structures for the off-street parking of motor
vehicles, which facilities or stnsensres are not a part of the Parking System, it will engage the
Department to manage and operate such facilities and structures.
Section 724. Biennial inspection. No later than one hundred twenty (120) days after
the end of each second Fiscal Year, commencing with the Fiscal Year ending on September 30,
1999, the Department shall ease the Parking System to be inspected by the Parking Consultant,
who shall make and file with the Department, the Trusted, the Credit Banks and the Insurers, a
written report of such inspection and of the physical condition of the Parking System. The
Trustee shall mail a copy of such biennial inspection report to any Holder requesting the same in
writing.
ARTIC4A VJU
REMEDIES
Section 801. Extension of Interest Payment. If the time for the payment of the 'interest
on any Bond is extended, whether or not such extension is by or with the 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 case the Holder of the Bond for which the time for
payment of interest was extended shall be entitled only to the payment in full of the principal of
all Bonds then outstanding and of interval for which the time for payment shall not have been
extended.
Section 802. Events of Default. Each of the following events is hereby declared an
"Event of Default":
(a) payment of the principal of, a Sinking Fund Requirement with respect to
or the redemption premium, if any, on any of the Bonds is not made when the same are
due and Dyable, dither at maturity or by redemption or otherwise;
(b) payment of the interest on any of the Bonds is not made when the same is
due and payable;
(c) a final judgment for the payment of money is rendered against the City or
tho Department as a result of the ownership, control or operation of the Parking System,
and any such judgment is not discharged within sixty (60) days From the entry thereof or
an appeal is not taken therefrom or from the ender, decree or process upon which or
pursuant to which such judgment shall have been granted or entered, in such manner as to
stay the execution of or levy under such judgment, order, decree or process or the
enforcement thereof;
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Subordinated Debt shall be payable from Additional Bands only to the extent such
indebtedness was issusd for any purpose for which Additional Bonds may bo issued
under this Ordinance; except for payments from the proceeds of Additional Bonds and
the General Reserve Account, no money in any other Fund or Account created pursuant
to the provisions of this Ordinance shall bo used to pay the principal of, or the interest or
redemption premium, ifany, on, any Subordinated Debt; and
(c) simultaneously with the delivery of and payment for any such
Subordinated Debt there shall be filed with the Trustee a certificate of the Chief Financial
Officer stating that no Default has occurred and is continuing under this Ordinance or, if
any Default than exists, that the procrcds of such Subordinated Debt will bo applied to
cure the same,
Section719 Engagement of Accountant Insurance Consultant, and Parking
Co"sultmt For the purpose of causing to be performed and carried out the duties imposed on
the Accountant under this Ordinance, the Board shall engage as the Accountant an independent
certified public accountant or a firm of independent certified public accountants having a
favorable repute for skill and experience in such work.
For the purpose of perforning and carrying out the duties imposed upon an Insurance
Consultant under this Ordinance, the Board shalt 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 be filed with the Department, and copies thereof shall be sent to
the Tristan.
For the purpose of cwsing to be performed and carried out the duties imposed on the
Parking Consultant under this Ordinance, the Board will engage one or more Parking
Consultants having a favorable repute for skill and experience for such work. Except for any
fees and expenses incurred under the provisions of Section 403 of this Ordinance, the cost of
engaging the Parking Consultant shall be treated as a part of the cost of operation and
maintenance of the Parking System.
The Accountant and the Parking Consuttanl shall at all times have free access to all
properties constituting the Parking System for the purposes of inspection and examination, and
the books, records and accounts of ire City and the Department may be examined by the
Accountant and the Parking Consultant at all reasonable times upon reasonable notice.
Section 720. Further Igatruments and Actions, The City and the Board shall, from time
to time, execute and deliver such further instruments or take such further actions as may be
squired to carry out the purposes of this Ordinance.
Section 721. Use of Reverie a and Inconsistent Actions. The City and the Board
covenant and agree that, so long as any of the Bads secured hereby are outstanding, none of the
Revenues will be used for any purpose other than as provided in this Ordinance, and that no
contract or contracts will bo entered into or any action taken by which the rights of Holders
might be impaired or diminished.
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(d) the City or the Department: (i) becomes insolvent or the subject of
insolvency proceedings; or (ii) is unable, or admits in writing its inability, to pay its debts
as they mature; or (iii) makes a general assignment for the benefit of creditors or to an
agent authorized to liquidate any substantial amount of its property; or (iv) files a petition
or other pleading seeking reorganization, composition, readjustment, or liquidation 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 Parking System; or (vi) has a receiver or
liquidator appointed for it or For the whole or any part of the Parking System (with or
without the consent of the City or the Department) and such receiver is not discharged
within 90 consecutive days after his appointment; or (vii) becomes the subject of an
'order for relief within the meaning oldie United States Bankruptcy Code; or (viii) files
an answer to a creditor's petition admitting the material allegations thenmf for
liquidation, reorganization, readjustment or composition or to effect a plan or other
arrangement with creditors or fail to have such, petition dismissed within 60 consecutive
days after the 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 of any other law for the relief or act of debtors, and such custody or control is
not terminated within ninety (901 days from the date of assumption of such custody or
control; and
(f) the City or the Department defaults in the due and punctual performance
of any other of the covenants, conditions, agreements and provisions untained in rho
Bonds or in this Ordnance, and such default continues for 30 days after receipt by the
City and the Department of a written notice from the Trustee specifying such default and
requesting that it be corrected, provided that if prior to the expiration of such 30-day
period the City or tiro Department institutes action reasonably designed to cure such
default, n0 "Event of Default" shall be deemed to have occurred upon the expiration of
such 30-day period for so long as the City or the Department pursues such curative action
with reasonable diligence.
For all purposes of this Ordinance, including but not limited to paragraphs (a) and (b) of
this Section 802, in determining whether a payment default has occurred, no affect shall be given
to payments made under a Bond Insurance Policy,
Section a03. Acceleration of Maturities. Upon the happening and continuance of any
Event of Default specified in Section SO2 of this Article, then and in every such case the Tnrstee
may, and upon the written request of the Holders of not less than 25% in aggregate principal
amount of the Bonds them outstanding, shall, by a notice in writing t0 the City and the
Department, declare the principal of all of the Bonds then Outs -landing (if not then due and
payable) to be due and Dyable immediately, and upon such declaration the same shall become
and be imm botany due and payable, anything contained in the Bonds or in this Ordinance to the
contrary notwithstanding, If the conditions identified in Manses (a), b) and (o) of this paragraph
have been satisfied after the principal of and Interest on the Bonds have been declared to be due
and payable and beforo the entry of final judgment or decree in any suit, action or proceeding
institutod on account of such default, or before the completion of the enforcement of any other
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remedy under this Ordinance, then and in every such case the Trustee may, and upon tha written
request of tho Holders of not loss than 25%in aggregate principal 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, but no such mseission 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 dell matured Bonds and all arrears of interest, if any, upon Bonds
then Outstanding (except tho principal of any Bonds not then due except by virtue of such
dectaration and the interest accrued on such Bonds since the last Interest Payment Date) has
accumulated in the Interest Account, the Principal Account, and the Sinking Fund Account, (b)
all amounts then payable by the Department hereunder have been paid or a sum suffreront to pay
the same has been deposited by the Chief Financial Officer with the Tntstee or the Paying Agent,
and (c) every other default in the observance or performance of any cos.0tant, condition,
agreement or provision contained in the Bonds or in this Ordinance (other than a default in the
payment of the principal of such Bonds then due only because of a =len:lion under this
Section) has been remedied.
If pursuant to the provisions of this Ordinance the obligation of the Department to pay the
Bonds is accelerated, the Department shall pay to the Trusted forthwith but only from Net
Revenues, an ameunl that is sufficient, together with all other funds available therefor, to pay
such Bonds in full, and an amount that is sufficient, together with all other funds available
therefor, to pay all other expenses of tho Trustee inourrid or to be incurred under this Ordinance,
Section 804. Remedies. in addition to any remedies then available to tho Trustee under
this Ordinance and under Stale and federal law, upon the occurrence of an Event of Default the
Trustee may:
(a) Require the Department to endorse all checks and other negotiable
instruments representing Net Revenues to the order of the Trustee immediately upon the
receipt thenrof and to deliver such endorsed instruments daily to the Muslim,
(b) Notify any or all account debtors of the Department to pay any amounts
representing Net Revenues, when due and owing, directly to the Trustee, as Toltec.
(o) Upon the filing of a suit or other commencement ofjudicial proceedings to
enforce the rights of the Trustee and of the Holders under this Ordinance, the Trustee
shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the
Parking System and of the Net Revenues pending such praccodings, with such powers as
the court making such appointments confers, whether er not the Net Revenues are
deemed sufficient ultimately to satisfy the Bards then Outstanding hereunder,
(d) Take whatever action at law or in equity may appear necessary or
desirable to collect the amounts then due and thereafter to become due er to enforce
observance or performance of any covenant, condition or agra:ment of the City and the
Department under this Ordinance.
Section 805, Enforcement of Remedies, Upon the happening and continuance of any
Event of Default specified in Section, 802 of this Article, then and in every such case the Trustee
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All payments to be tirade to tho Holders pursuant to this Section shall be made ratably to the
persons entitled thereto, without discrimination or preference, except that if -there are insufficient
funds to make any payment of interest or principal (including Sinking Fund Requirements) then
due, the amount to be paid in respect of principal (including Sinking Fund Requirements) or
interest, as the case may be, on each Bond shall be determined by multiplying the aggregate
amount of the funds available for such payment by a fraction, the numerator of which is the
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 due in respect of all
interest or cat principal (including Sinking Fund Requirements), as the case may be., on all Bonds.
The provisions of this Section are in all tespects subject to the provisions of Section 501
of this Article.
Whenever money is to be applied by the Trustee pursuant to die provisions of this
Section: (a) such money shall be applied by the Trustee at such times and from time to time as
the Trustee in its sole discretion shall determine, having due regard for the amount of such
money available for such application and the likelihood of additional money becoming available
for snob application in the future, (b) the deposit of such money with the Paying Agent or
otherwise setting aside such money as provided herein, in trust for the proper purpose shall
constitute proper application by the Trustee, and (c) the Trustee .shall incur no liability
whatevivor to the City, to the Department, to any Holder or to any other person for any delay in
applying any such money so long as the Trustee acts with reasonable diligence, having due
regard for the circumstance, and ultimately applies the same in accordance with such provisions
of this Ordinance as may be applicable at the time of application by the Trusts:. Whenever the
Trustee exercises such discretion in applying such money, it shall fix the date (which shall be an
interest Payment Date unless the Trusted shall deem another date more sellable) upon which
such application is to be made and upon such date interest on the amounts of principal to be paid
on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate
of the fixing of any such date and shall not be required to make payment to the Holder of any
Bond until such Bond is surrendered to the Trustee for cancellation if fully paid.
Section 807, Effect of Discontinue= of Proceedings. If any proceeding taken by the
Trustee or Holders an account of any Event of Default is discontinued or abandoned for any
reason, then and in every such case, the City, the Board, the Department, the Trustee and the
Holders shalt be restored to their former positions and rights hereunder, and all rights, remedies,
powers and duties of the Trustee shall continue as though no proceeding had been taken.
Section 808, Control of Proceedings by Hoiden}. Anything in this Ordinance to the
contrary notwithstanding, the Holders of a majority in aggregate principal amount of Bonds at
any time outstanding shall have the right, by an instrument or concurrent instruments in writing
executed and delivered to the Trustee, to din -set the method and 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 Ordinance.
Section 809. Restrictions Upon Actions by Individual Holders. 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 taw on any Bond or for the execution of any trust hereunder or for any
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may, and upon the written request of the Holders of not less than 25% in aggregate principal
amount of tha Bonds then outstanding shall, proceed to protect and enforce the rights of the
Holders under federal or State law or under this Ordinance by such suits, actions or special
proceedings in equity or at law, either for the spccifie performance of any covenant or agreement
contained herein or in aid or execution of any power herein granted or for the enforcement of any
proper loge) or equitable remedy, as the Trustee shall deem most effectual to protect and enforce
such rights.
Section 806. pro Rata Application of Fuld,. Anything in this Ordinance to the contrary
notwithstanding, if at any time the money in the Interest Account, the Principal Account and the
Sinking Fund Account is not sufficient le pay the interest on or the principal of or Sinking Fund
Requirement with respect to the Bonds as the same become due and payable (either by their
terms or by acceleration 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,
shall be applied as follows:
ifthe principal of the Bonds has not become due and payable, to the
payment of all installments of interest then due, in the order of the maturity of the
installments of such interest;
aggopel: 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, and mulct to the payment of interest at the respective rates
specified in the Bonds on overdue principal, and next to the payment of the
principal (including Sinking Fund Requirements) of Bonds then due in order of
their due dates;
third: if the principal of all Bonds has become due and payable by
declaration, redemption or otherwise, first to die payment of all interest due on
Bonds of which the principal is not overdue, and ne.t to the payment of interest at
the respective rases specified In the Bonds on overdue 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 duo and payable, and all of the Bonds
have been fully paid, together with all interest and premium, if any, thereon, any surplus then
remaining shall be applied as set forth in Section 514 hereof, and
fifth, if the principal of all Bonds has been declared due and payable and if such
declaration thereafter has been rescinded and annulled under Section 803 of this Ordinance, then,
subject to the provisions of paragraph third of this Section in Oho event that the principal of all
Bonds later becomes due and payable or is declared due and payable, the money then remaining
in and thereafter accruing to the Interest Account, the Principal Account, and the Sinking Fund
Account shall be applied in accordance with the provisions of paragraph first or second of this
Section, whichever is then applicable.
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other remedy hereunder unless such Holder previously shall (a) have given to the Trustee written
notice of the Event of Default on account of which such suit, action or proceeding is Io be
instituted, (b) have requested the Trustee to lake action after the right to exercise such powers or
right of action, as the case may be, shall have accused, (c) have afforded tha.Trustee a reasonable
opportunity either to plowed to exercise the powers hereinabove granted or to institute such
action, suit or proceedings in its or their name, and (d) have offered to tho Trustee reasonable
security and indemnity against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee shall have refused or neglected to comply with such request within a
reasaabie time, Such notification, request and offer of indemnity are hereby declared in every
such case, at the option of the Trustee, to be conditions precedent to the execution of the powers
and trusts of this Ordinance or to any other remedy hereunder. Notwithstanding the foregoing
provisions of this Section and without complying therewith, the Holders of not less than 200r in
aggregate principal amount of Bonds then Outstanding may institute any such suit or action or
proceeding in their own names for the benefit of all Holders hereunder, It is understood and
intended that, except as otherwise above provided, no ono or more Holders shall have any right
in any manner whatsoever by his or their action to affect, disturb or prejudice the 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 herein provided and for
the benefit of all Holders and that any individual rights of action or other right given to one or
more of such Holders by law are restricted by this Ordinance to the rights and remedies herein
provided,
Section 810. Enforcement of Births of Action, 411 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 or the production thereof in any proceedings relating
thereto, and any such suit 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, and any
recovery of judgment shall be for the equal benefit of the Holders, subject to the provisions of
Section 801 of this Ordinance.
Section 811. No Remedy Exciye. No remedy herein conferred upon or reserved to
the Trustee or to the Holder is intended to be exclusive 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 or hereafter existing at Law or in equity.
Section 812, Delay Not a Waiver. No delay or omission by the 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 construed to be a waiver of any such default by any acquiescence
therein, and every power or remedy given by this Ordinance to the Trustee and to the Holders
may be exercised from time to lime and as often as may be deemed expedient.
The Trustee and upon written request of the Holders of not less than 25°/, in aggregate
principal amount of the Bonds then Outstanding shall, waive any Event of Default which in its
opinion has been remedied before the entry of final judgment or decree in any suit, action or
proceeding instituted by it under the provisions of this Ordinance or before the completion of the
enforcement of any other remedies under this Ordinance, but no such waiver shall extend to or
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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 mail to all Holders of registered
Bonds, at their addresses as they appear an the registration books maintained by the Trustee, and
all (folders requesting the same, written notice of the oceurrcnce of any Event of Default within
30 days after the Trustee has notice of the same, However, the Trustee shad not be subject to
any liability to any Holder by reason of its failure to mail any such notice.
Section 814, Right to Enforce Payment of Bonds Unimpaired. Nothing in This Article
shall affect or impair the right of any Bolder to enforce the payment of the principal of and
interest on his Bonds or the obligation of the City and the Department to pay the principal of and
interest on each Bond to the Holder thereof at the time and place specified in said Bond.
ARTICLE IX
THE TRUSTEE
Section 901. Acceptance of Trusts. 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 agile:. to execute the trusts
imposed upon it by this Ordinance by executing the certificate of authentication cndorsod 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 Traslco and
the respuolive Holders of the Bonds agree. Unless the Trustee has been given notice or
otherwise has notice that an Event of Default has occurred and is continuing, the Trustee shall
net be responsible except for the performance of those duties that are expressly set forth in this
Ordinance, and no implied covenant or duty shall be read into this Ordinance against &Trustee;
provided, however, that nothing herein shall relieve the Trustee from responsibility for its own
negligence or willful misconduct.
If an Event of Default has occurred and is continuing, the Trustee shall exercise such of
the rights and powers as are vested in it by this Ordinance and shall use the same degree of carp
and skill in their exercise as a prudent man would exeroise or use under the circumstances in the
conduct of his own affairs.
Section 902 Indemniftmdion of Trustee as Condition for Remedial Action Upon
Direction of Holders. The Trustee shall be under so obligation to lake any remedial proceeding
under this Ordinance upon direction of the Holders in accordance with Section 108 hereof until it
is indemnified to its satisfaction against any and all eon and expenses, outlays and counsel fees
and other reasonable disbursements, and against all liability, provided that the Truster: shall have
no right to indemnification for any costs, expenses outlays, counsel Fees, or disbursements or
against any liability resulting from any proceeding or action of the Trustee if the Trustee is
determined to have acted negligently with respect to such proceeding or action. However, the
Trustee may begin suit, or appear in and defend suit, or take any remedial proceedings under this
Ordinance, or take any steps in the execution of any of the trusts created hereby or in the
enforcement of any rights and powers hereunder, or do anything else in its judgment proper to be
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(c) a brief description of all obligations held by it as an investment of money
in each such Fund or Account and the investment income or loss that was charged to any
Fund or Account In such month;
(d) the amount applied to the payment, purchase, or redemption of Bonds
under the provisions of Article V of this Ordinance and a description of the Bonds so
paid, purchased, or mdeersud; and
(e) any other information that the Department may reasonably request.
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 inspection by the Department, the Holders,
and their agents and representatives.
Section 907. Trustee Protected in Relying on Certain Documents, The Trustee shall be
protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding,
in good faith and in accordance with the terms of this Ordinance upon, any resolution, order,
notice, request, consent, waiver, certificate, statement, affidavit, requisition, bond or other paper
or document that it in good faith reasonably believes 10 be genuine and to have been adopted or
signed by the proper board or person or to have been prepared and famished pursuant to any of
the provisions of this Ordinance, or upon the written opinion of any attorney, engineer or
accountant bclievod by the Trustee to be qualified in relation to the subject matter, and the
Trustee shall be under no duty to make any investigation or inquiry as to any statements
contained or matters refaced to in any such internee. The Trustee shall not be under any
obligation to see to the recording or filing of this Ordinance or otherwise to the giving to any
person of notice of the provisions hereof,
Except as otherwise provided in This Ordinance, any request, notice, certificate or other
instrument from the Department to the Trustee shall be deemed to have been signed by the
proper party or parties if signed by the Chief Financial Officer or any designee whose signature
is on file with the Trustee.
Section 908. Notice of Default. Except upon the happening of any Event of Default
specified in clauses (a) and (b) of Section 802 hereof or the. reporting of the occurrence of an
Event of Default pursuant to Section 707 hereof, the Trustee shall not be obliged to take notice or
be deemed to have notice of any Event of Default under this Ordinance unless specifically
notified in writing of such Event of Default by the Department, the City or the Holders of not
less than 5 %in aggregate principal amount of Bonds them Outstanding.
Section 909. Trustee 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 taken and construed as made by and on the part of the City
and the Department and not by the Trustee, and the Trustee shalt be under no responsibility for
the cornrhncss of the same.
Section 91 D. Trustee Mae Deal in Bondq. The bank or trust company acting as Trustee
under this Ordinance, and its directors, officers, employees or agents, may in good faith and in
arms length transactions, to the extent permitted by applicable law, buy, sell, own, hold and deal
70
done by it as such Truslee, without indemnity and with or without the direction of Holders, and
in such case the Department, at the reapuest of the Trust., shall reimburse the Trustee from
Revenues for all reasonable costs, expenses, outlays and counsel fees and other reasonable
disbursements properly incurred in connection therewith.
Section 903. Limitations on Obligations and Responsibilities of Trustee, The Trustee
shall be under no obligation to affect or maintain insurance or to renew any policies of insurance
or to inquire as to the sufficiency of any policies of insurance carried by the Department, or to
report, make or file claims or proof of lass for any loss or damage that may occur, or to keep
itself informed or advised as to the payment of any premiums or assessments, or to require any
such payment to be made, The Trustee shall have no responsibility in respect of the validity or
sufficiency of this Ordinance or, except as to the authentication thereof, In respect of the validity
of Bonds or the duo execution or issuance thereof, The Trustee shall bo under no obligation to
see that any duties herein imposed upon the City, the Board, the Department, any consultant, any
Paying Agent other than itself, any Depositary other than itself, or any party other than itself are
done or performed.
Section 904, Trustee Not Liable for Failure of Department to Act. The Trustee shall
not be. liable or responsible for the failure of the Department or of any of its employees or agents
to make arty collections or deposits or to perform any act herein required of the Department or
for the loss of any money arising through the insolvency or the act or default or omission of any
Depositary other than itself in which such money is deposited under the provisions of this
Ordinance. The Trustee shall not be responsible for the application of any of the proceeds of
Bonds or any other money depositel with it and paid out, 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 the Trustee hereunder shall
extend to its directors, officers, employers and agents,
Section 905. Compensation of Trustee and Paving Agent. Subject to the provisions of
any contract between the Department and the Trustee or any Paying Agent relating to the
compensation of the Trustee or such Paying Agent, the Department shad pay to the Trustee or
such Paying Agent from Revenues reasonable compensation for all services performed by it
hereunder and also all its reasonable expenses, et4+rges and other disbursements and those of its
attorneys, 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 10th day of inch
month the Trustee shall file with the Department a statement 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 Fund or Account held by it under the 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 any Holder of Bonds may be entitled to take
with like effect as if such bank or trust company were not the Trustee under this Ordinance,
Section 911, Resignation and Removal of Trustee Subiset to Aa eeinhnent of
Successor. No resignation or removal of the Truseen 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 Tnulee. The Trustee may resign and thereby become
discharged from the trusts hereby created by notice in writing given to the Bondholders by first
class U.S. mail, postage prepaid, not liars than 90 days before sigh resignation is to take effect.
Such resignation shall take effect immediately upon the appointment of a new Trustee hereunder
if such new Trustee is appointed and accepts the busts created 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 failed to lake, 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, executed by (€) the City and the Department or
(li) the Holders of not less than a majority in aggregate principal amount of Bonds then
Outstanding, filed with the Department and the Trustee.
The Trustee may also be removed at any time for any breath of trust or for acting or
proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of
this 0ndinance with respect to the duties 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 then Outstanding.
Section 914. Appointment of Successor Trustee, Hat any time the Trustee cosigns, is
removed, is dissolved or otherwise becomes incapable of acting, or the bank or trust company
acting as Trustee is taken over by any governmental official, agency, department or board, the
position of Trustee shall thereupon become vacant. If the position of Tnistee becomes vacant for
any reason, the Department shall appoint a Trustee to fill such vacancy, A successor Trustee
shall not he required if the Trustee sells or assigns substantially all of its crust business and the
vendee or assignee continues in the trust business, or if a transfer of the trust department of the
Trustee is required by operation of Inv, provided that such vendee, assignee or transferee
qualifies as a successor Trustee under this Section 914. The Department shell provide notice to
the Bondholders of such appointment by first class U.S. mail, postage prepaid.
Al any time within one year after any vacancy in the office of the Trustee has occurred,
the Holders of 20% in principal amount of Bonds then 0u(standing, by an instrument or
concurrent inslniments in writing, executed by such Holders and filed with the Department, may
appoint a successor Trustee, which shall supersede any Tnustee theretofore appointed by the
Department Photographic copies of each such instrument shall be delivered promptly by the
Department to the predecessor Tnutee and to the Trustee so appointed by the Holders.
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If no appointment of a successor Trustee is made pursuant to the foregoing provisions of
this Section, any Holder or any retiring Trustee may apply to any court of competent jurisdiction
to appoint a successor Trustee. Such Court may thereupon appoint a successor Trustee.
Any successor Trustee hereafter appointed shall be a bank or trust company within the
Stale that is in good o14nding and duly authorized to exercise corporate trust powers in the State,
that is subject to examination by federal or State authority, and that has a combined capita,
surplus and undivided profits aggregating not less than Fifty Million Dollar (550,000,000).
Section 915. Vesting of Duties in Successor Trustee. Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to its predecessor, and also to the
City and the Department, an instrument In writing accepting such appointment and the trusts
created hereby and thereupon, such successor Trustee, without any further act, shall become fully
vested with all the rights, immunities and powers, and subject to all the duties and obligations, of
its predecessor upon receipt of such instrument, or upon receipt of a written request of the
Department and upon payment of the expanses, charges and other disbursements of such
predecessor dhat are payable pursuant to the provisions of Sections 502 and 905 of this Article,
such predecessor Trustee shall execute and deliver an Instrument transferring to such successor
Trustee the rights, immunities and powers of such predecessor hereunder and shall deliver all
property and money held by it hereunder to its success.., Should any instrument in writing from
the Department be required by any successor Trustee for more fully and certainly vesting in such
Trustee the rights, immunities, powers and teats hereby and vested or intended to be vested in
the predecessor Trudge, any such instrument in writing shall and will, on request, be executed,
acknowledged and delivered by the Department.
ARTICLE X
EXECUTION OF INSTRUMENTS BY HOLDERS,
PROOF OF OWNERSHIP OF BONDS, AND DETERMINATION
OF CONCURRENCE OF HOLDERS
Section 1001. J3xeculion of Instruments by Holders. Any request, direction, consent or
other instrument in writing required or permitted by this Ordinance to be signed, or executed by
any Holders may be in any number of concurrent instruments ofsimi€ar tenor and may be signed
or exccutod by such Holders or their attorneys or legal representatives. Proof of the execution of
any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this
Ordinance and shall be conclusive in favor of the Trustee and the City and the Department with
regard to any action taken by either under such instrument if the fact and date of the execution by
any person of any such instrument may be proved by the verification, by any officer in any
jurisdietun who by the Taws thereof hag power tip take affidavits within such jurisdiction, to the
effect that such instrument was subscribed and sworn to before him, or by an affidavit of a
witness to such execution. Where such execution is on behalf of a person other than an
individual, such verification or affidavit shall also constitute sufficient proof of the authority of
the signer thereof.
Nothing contained in this Article shall be construed as limiting the Teske to such proof,
it being intended that the Trustee may accept any other evidence of the matters herein stated
72
(i) to provide such changes which, in the opinion of the City and the
Department, will not materially adversely affect the security of or otherwise be materially
adverse to the Holders. Notwithstanding the foregoing, no such change pursuant to this
paragraph (i) shall become effective unless the Trustee shall have filed with the
Department a certificate staling that in its sole and absolute discretion, such change will
not have a material adverse affect on the interests of such Holders, In making such a
determination, 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, $gppllemental Ordinance with Bondholders' Consent. Subject to the teens
and provisions contained in this Section, and not otherwise, the Holders of net less than fifty -ono
percent (5I %) in aggregate principal amount of the Bonds there outstanding that vvill be affected
by a proposed supplemental Ordinance shall have the right, from lime to time, anything
contained in this Ordinance to the contrary notwithstanding, to consent to and approve the
adoption of such Ordinance or Ordinances supplemental hereto as are deemed necessary or
desirable by the City upon recommendation of the Board, for the purpose of modifying, altering,
amending, adding to or rescinding, in any particular, any nether terms or provisions contained in
this Ordinance or in any supplemental Ordinance, provided that nothing herein contained shall
permit, or be construed as permitting (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, or (c) the creation of a lien upon or a pledge of Revenues
other than the lien and pledge created by this Ordinance, or (d) a preference or priority of any
Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal
amount of the Bonds required for consent to such supplemental Ordinance. Nothing herein
contained, however, shall be construed as making necessary the approval by Holders of the
adoption of any supplemental ordinance as authorized in Section 1101 of this Article.
If at any time the City, upon recommendation of the Board, determines that it is
necessary or desirable to adopt any supplemental Ordinance for any of the purposes of this
Section, the City Clock shall cause notice of the proposed adoption of such supplemental
ordinance to be mailed, postage prepaid, to all holders of Bonds, at their addresses as they appear
on the registration books maintained by the Trustee, and all Holders of Record. Such notice shall
briefly set forth the nature of the proposed supplemental Ordinance and shall state that copies
thereof are on file al the office of the City Clerk for inspection by all Holders. The City, the
Board and the Department shall not, however, he subject to any liability to any Holder by reason
of its failure to enure the notice required by this Section to be mailed and any such failure shall
not affect the validity of such supplemental Ordinance when consented 10 and approved as
provided in this Section.
Whenever, at any time within one year after the date of the Soot publication of such
notice, the City or the Department delivers to the Trustee an instnunent or instruments in writing
purporting to be executed by the Holders of not Tess than fifty-one percent (511%) in aggregate
principal amount of the Bonds then Outstanding that are affected by a proposed supplemental
Ordinance, which instrument or instnunents shall refer to the proposed supplemental Ordinance
74
which it may doom sufficient, Any request or consent of any Holder shall bind every future
Holder of the same Bond in respect of anything done by the Trust in pursuance of such request
er consent.
Notwithstanding any of the foregoing provisions °flies Section, the Trustee shall not be
required to recognize any person as a Holder or to take any action at his request unless such
Bonds shall bo deposited with it.
ARTICLE XI
SUPPLEMENTAL ORDINANCES
Section 1101. Suoolomenlal Ordinance Without Bondholders' Consent, The City
Commission, upon recommendation of the Board, from time to time and at any time and with the
consent of the Trustee, may adopt such ordinances supplemental hereto as are consistent with the
terms and provisions hereof (which supplemental ordinances shall, thereafter form a part hereof)
and do not adversely effect the interest of the Holders:
(a) to cure any ambiguity or formal defect or omission or to correct or
supplement any provision herein that may be inconsistent with any other provision,
herein, or
(b) to grant to or confer upon the Trustee, for tho benefit of the Holders, any
additional rights, remedies, powers, authority or security that may lawfully be granted to
or conferred upon the Holders or the Trustee, or
(e) to add to the conditions, limitations and restrictions on the issuance of
Bonds under the provisions of this Ordinance other conditions, limitations and
restrictions thereafter to be observed, provided that such conditions, limitations, and
restrictions do not impair the security for the Outstanding Bonds, or
(d) to add to the. covenants and agreements of the City and the Department in
this Ordinance other covenants and agreements thereafter to be observed by tho City and
the Department or to surrender any right or power herein reserved to or conferred upon
the City and the Department, provided that such covenants and agreements and the
surrendering of any such right or power do not impair the security for the Outstanding
Bonds, or
(e)
to comply with the previsions of Sections 208, 209, 210 or 211, or
(f) to provide for the issuance of coupon Bonds, or
(g) to provide for die issuance of Variable Rate Bonds, Capital Appreciation
Bonds, Option Bonds and Capital Appreciation and Income Bonds which will not
adversely affect the exemption from Federal income taxation of interest on the Bonds that
are not Taxable Bonds,
(h) to provide for the issuance of Uncertifieated Bonds, or
73
described in such notice and shall specifically consent to and approve the adoption thereof in
substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise,
the City Commission may adopt such supplemental Ordinance in substantially such form,
without liability or responsibility to any Holder whether or not such Holder shall have consented
thereto.
If the Holders of not less than fifty-one percent (5l%) in aggregate principal amount of
the Bands Outstanding at the time of the adoption of such supplemental Ordinance and that are
affected by a proposed supplemental Ordinance have consented to and approved the adoption
thereof as herein provided, no Holder shall have any right to object to the adoption of such
supplemental Ordinance, to object to any of the terms and provisions contained therein or the
operation thereof, to question the propriety of the adoption thereof, or to enjoin or restrain the
City Commission from adopting the same or from taking any action pursuant to the provisions
thereof.
For purposes of this Ordinance, Bonds shall be deemed to be "affected" by a
supplemental Ordinance if the same adversely affects or diminishes the rights of Holders against
the City and the Department or the rights of the Holders in the security for such Bonds. The
Trustee may in its discretion determine whether any Bonds would be affected by any
supplemental Ordinance and any such determination shall be conclusive upon the Holders of all
Bonds, whether theretofore or thereafter authenticated and delivered hereunder, The Trustee
shall not be liable for any such determination made in good faith.
Section 1103. Supplemental Ordinances Past of Ordinance. Any supplemental
Ordinance adopted in accordance with the provisions of this Article and approved as to legality
by the City Attorney shall thereafter form a part of this Ordinance, and this Ordinance shall be
and be deemed to be modified and amended in accordance therewith, Thereafter the respective
rights, duties and obligations under this Ordinance of the City, the Board, the Department, the
Trustee, the Paying Agent, and all Holders of Bonds then Outstanding shall thereafter be
detemrined, exercised and enforced in all respects under the provisions of this Ordinance as so
modified and amended. If any supplemental Ordinance is adapted and approved Bonds issued
thereafter may contain an express reference to such supplemental Ordinance, if deemed
necessary or desirable by the City and the Depertnenl.
Section 1104. Series Ordinance Not a Supplemental Ordinance. For purposes of this
Article XI, a Series Ordinance that relates only to a particular Series of Bonds issued hereunder
and that does not purport to alter or amend the rights or security of any Holders of any Bonds of
any other Series issued hereunder shall not be deemed or considered to be a supplemental
Ordinance.
ARTICLE XI[
DEFBASANCE
Section 1201. Cessation of Interest of Bondholders, When (a) any Bonds, including any
maturity or portion of a maturity thereof, secured hereby have become due and payable in
accordance with their terms or otherwise as provided in this Ordinance, and (b) the whole
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amount of the principal and the interest and premium, if any, so due and payable upon such
Bonds have been paid or if the Trustee, the Paying Agent or an escrow agent shall hold money or
Government Obligations, or a combination of both, that are sufficient in the aggregate to pay the
principal of, and the interest and redemption premium, if any, an such Bands to the maturity date
or dates of such Bonds or to the date or dates specified for the redemption thereof, and (c) if the
Bonds are due and payable by reason of a call for redemption, irrevocable instructions to call
such Bonds for redemption shall have been given by or on behalf of the Department and 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 the Department, then and in that
case the right, title and interest of the Trustee and the Bondholders of such Bonds in the Funds
and Accounts created by this Ordinance shall thereupon cease, determine and became void, and,
if such Bonds shall constitute all of Iho Bonds then Outstanding, the Board shall repeal and
cancel this Ordinance, and the Trustee shall apply any surplus in the Funds or Accords, other
than money held for the redemption or payment of principal of or interest on 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 both, are deposited with and held by the Trustee or Paying Agent or an escrow
agent, as hereinabove provided, and within 30 days after such money, Government Obligations,
or a combination of both, have been deposited with such Trustee, Paying Agent es escrow agent,
the Department, in addition to observing the requirements of Article III of this Ordinance, shall
cause a notice signed by the Trustee to be mailed by first class U.S. mail, postage prepaid, to the
Holders of the applicable Bonds, setting forth (d) the date designated for the redemption of the
Bonds, if applicable, (ill) a description of the money and Government Obligations so held by the
Trustee, Paying Agent or escrow agent, and (iii) that this Ordinance has been repealed, cancelled
or defeased in accordance with Iho previsions 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 convenient in respect of the Bonds for the payment of the
principal, interest and any premium on which such money and/or Government Obligations have
been deposited.
All money and Government Obligations held by the Trustee, any Paying Agent or any
escrow agent pursuant to this Section shall be held in trust and applied to the payment, when due,
of die Bonds and obligations payable therewith, For purposes of this Article, Government
Obligations shall be deemed to be sufficient to pay or redeem bonds on a specified date if the
principal of and the interest on such Government Obligations, when dee, will be sufficient to pay
on such date the principal of, and the premium, if any, and interest due on such Bonds on such
dates,
For, purposes of determining whether Variable Rate Bonds shall be deemed to have been
paid prior to the maturity or redemption date thereof, as the case may be, by the deposit of
moneys, or Government Obligations and moneys, if any, the interest to come due on such
Variable Rate Bonds on or prior to the maturity date or redemption date thereof, as the case may
be, shall be calculated a1 the maximum rate permitted by the terns thereof; provided, however,
that if on any date, as a result of such Variable Rate Bonds having borne interest at less than such
Maximum Rate for any period, the total amount of moneys and Government Obligations on
deposit with the Escrow Agent for the payment of interest on such Variable Rate Bonds is in
excess of the total amount which would have been required le be deposited with the Escrow
76
to the City, if addressed to the City Clerk of the City of Miami, Miami,
Florida;
to the Department, the Director or the Chief Financial Officer, if addressed
to Department of Off•Street Parking of the City of Miami, Miami, Florida;
to the Trustee, if addressed to the Trustee at the address set forth in the
resolution provided for in Section 208 hereof;
to the 1998 Bond Insurer, if addressed to MBIA Insurance Corporation,
113 King Street, Armonk, Now York, 10504, Attn: Insured Portfolio
Management Group.
Any such notion, demand or request may also be transmitted to the appropriate ahove-
mentioned party by telegraph, telephone or facsimile and shall be deemed to be properly given or
made at the lime of such transmission. Such transmission of notice shall be confirmed in writing
not later than one Business Day following such transmission and sent as specified above.
Any of such addresses may be changed at any time upon written notice of such change
sent by United States registered mail, postage prepaid, to the other panics by the party effecting
the change.
All documents received by the Director, the Chief Financial Officer, the City Clark, and
the Board under the•proaisions of this Ordinance, or photographic copies thereof, shall be
retained in their possession, subject at all reasonable times to the inspection of the City, any
Holder, Credit Bank, Insurer ar Reserve Product Provider, and tie agents and representatives
thereof
Section 1303. Sueeessership of Paying 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 trust business of such Paying Agent or Bond
Registrar may be sold, shall be deemed the successor of such Paying Agent or Bond Registrar for
the purposes of this Ordinance. lithe position of a Paying Agent becomes vacant for any reason,
the Board, within 30 days thereafter, shall appoint a bank or trust company as Paying Agent or
Bond Registrar, as the case may be, to f311 such vacancy resit shall publish notice of such
appointment at the times and in the places as set forth in Section 914 hereof.
Section 1304. Suenotaarshln etCity Officers. In the event that the office of any officer
or official of the City, the Board or the Department who is vested with responsibility under this
Ordinance is abolished or any two or more offices an: merged or consolidated, or in the event of
a vacancy in any such office by reason of death, resignation, removal from office or otherwise,
or in the event any suer officer or official beeornes incapable of performing the duties of his
office by reason of sickness, absence from the City or othenvise, all powers conferred and all
obligations and duties imposed upon such officer or official shall be performed by the officer or
official succeeding fo this principal functions thereof or by the officer or official upon whom such
powers, obligations and duties are imposed by law
78
Agent on such date in respect of such Variable Rale Bonds in order to satisfy the above
provisions, the Escrow Agent shah, if requested by the Department, pay the amount of such
excess to the Department free and clear of any trust, lien, pledge or assignment seeming the
Bonds or otherwise existing under this Ordinance,
Option Bonds shall be deemed to have been paid in accordance with the provisions above
only if there shall have been deposited with the Escrow agent money in an amount which shall
be sufficient to pay when due die maximum amount of principal of and premium, if any, and
interest on such Bonds which could become payable to the Holders of such Bonds upon the
exercise of any options provided to the Holders of such Bonds; provided, however, that if, at the
time a deposit is made with the Escrow Agent, the options originally exercisable by the Holder
of an Option Bond are no longer execisable, such Bond shall not be considered an Option Bond
for the purposes hereof. If any portion of the moneys deposited with the Escrow Agent for the
payment of the principal of and premium, if any, and interest on Option Bonds is not required for
such purpose the Escrow Agent shall, if requested by the Department, pay the amount of such
excess to the Department fro and dear of any trust, lien, pledge or assignment securing said
Bonds or otherwise existing under this Ordinance.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 1301, Effect of Covenants. All covenants, stipulations, obligations and
agreements of the City, the Board and the Department contained in this Ordinance shall be
deemed to be covenants, stipulations, obligations and agreements of the City, the Board and the
Department to the full extent authorized or permitted by law, and all such covenants,
stipulations, obligations and agreements shall bind or inure to the benefit of the successor or
successors thereof from time to time and any officer, board, body or commission to whom or to
which any power or duty affecting such covenants, stipulations, obligations and agreements is
transferred by or in accordance with law.
Except as othenvise provided in this Ordinance, all rights, powers and privileges
conferred and duties and Liabilities imposed upon the City, the Board and the Department or by
the provisions of this Ordinance shall be exercised or performed by the City Commission er the
Board, or the Department or by such other officer, board, body or commission as may be
required by law to exercise such powers or to perform such duties. No covenant, stipulation,
obligation or agreement herein contained shall be deemed to he a covenant, stipulation,
obligation or agreement of any member, agent or employee of the City Commission or the Board
in his individual capacity, and neither the members of the City Commission or the Board nor any
official executing the Bands shall be liable personally on the Bonds or be subject to any personal
liability or anoountability by reason of the issuance thereof.
Section 1302. Manner of Giving Notice. Any notice, demand, direction, request or other
instrument authorized or nNuirud by this Ordinance to be given to or filed with the City, the
Board, the 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 mail, return receipt
requested
77
Section 1305. Inconsistent Ordinances, All Ordinances and parts thereof that aro
inconsistent with any of the provisions of this Ordinance are hereby declared to be inapplicable
to the provisions of this Ordinance,
Section 1306. Headings Not Past of Ordinance. Any headings preceding the texts of the
several Articles and Sections hereof, table of contents, marginal notes, or footnotes appended to
copies hereof shall be solely for convenience of reference and shall not constitute a part of this
Ordinance or affect its meaning construction or effect,
Section 1307 City the Board DeoanlmenL Trustee. Bondholders. Insurers, Credit Bank
and Reserve Product Providers Alone Have Rights Under Ordinance. Except as otherwise
expressly provided herein, nothing in this Ordinance, expressed or implied, is intended or shall
be construed to confer upon any person, firm or corporation, other than the City, the Board, the
Department, the Trustee, the Holders of Bonds issued under and secured by this Ordinance, any
Insurer, any Credit Bank and any Reserve Product Provider, any right, remedy or claim, legal or
equitable, under or by reason of this Ordinance, This Ordinance is intended to be for the solo
and exclusive benefit of the City, the Board, the Department, the Trustee, the Holders, the
Insurers, the Credit Banks and the Reserve Product Providers.
Section 1308, Effect of Partial Invalidity. If any one or more of the provisions of this
Ordinance or of any Bonds or coupons issued hereunder is held to be illegal or invalid, such
illegality or invalidity shall not affect any other provision of this Ordinance or of the Bonds, and
this Ordinance and the Bonds shall be construed and enforced as if such illegal or invalid
prevision had not been contained herein or therein.
Section 1309. State Law Governs. The Bonds are issued and this Ordinance is adopted
with the intent that the laws of the State shall govem their construction.
Section 1310 Reveal of Ordinance 10115, Upon defeasance of the lien of the 1992
Bonds and the 1993 Bonds in accordance with the requirements of Section 1201 thereof,
Ordinance No. 10115 shall be deemed to have been repealed.
Soctian 1311. Notice. The City Clerk shall cause to be published once, in a newspaper
published in the City; a notice in substantially the following form:
NOTICE
NOTICE IS HEREBY GIVEN that Ordinance No entitled as
follows'
AN EMERGENCY ORDINANCE OF THE CITY OF MIAMI, FLORIDA
AUTHORIZING THE ISSUANCE OF PARKING SYSTEM REVENUE
BONDS OF THE CITY OF MIAMI, FLORIDA, INCLUDING THE ISSUANCE
OF AN LNITIAL SERIES OP BONDS IN AN AGGREGATE PRINCIPAL
AMOUNT NOT EXCEEDING 514,500,000 FOR THE PURPOSE OF
REFUNDING THE OUTSTANDING PARKING SYSTEM REVENUE
BONDS, SERIES 1992A OF THE CITY AND PAYING THE COSTS OF THE
ACQUISITION AND CONSTRUCTION OF PUBLIC PARKING FACILITIES
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WITHIN THE CORPORATE LIMITS OF THB CITY OF MIAMI;
AUTHORIZING THE USE OF DEPARTMENT FUNDS TO DEFEASE THE
OUTSTANDING PARKING SYSTEM REVENUE REFUNDING 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 COVENANTS
AND AGREEMENTS IN CON7NECTION THEREWITH, AND PROVIDING
AN EFFECTIVE DATE,
was duly adopted by the City Commission of the City of Miami, Florida, on the
day of 1998.
Any action or proceeding to contest the validity of said Ordinance or any
of its provisions must be commenced within thirty (30) days after the publication
of this notice. After the expiration of such period of limitation, no right of action
al defense founded upon the invalidity of said Ordinance or any of its provisions
shall be asserted, nor shall the validity of said Ordinance or any of its provisions
be open to question in any court upon any ground whatever, except in an action or
proceeding commenced within such periods.
By order of the City Commission of the City of Miami, Florida.
City Clerk
Section 1312, Provisions Relating to Insurers. Notwithstanding any other provisions of
this Ordinance to the contrary, the following provisions shall apply with respect to the 1998
Bonds or any Additional Bonds heroaflcr issued the timely payment of the principal of and
interest on which is insured by a Bond Insurance Polley:
(a) Except as otherwise provided in paragraph (e) below, an Insurer shall he
deemed to b the Holder of each Bond insured by it for purposes of consent to the execution and
delivery of any supplemental ordinance or resolution or any amendment, supplement or change
to or modification of this Ordinance and approval of any other action which requires the consent
of Bondholders whose Bonds are insured by such insurer.
(b) Except as otherwise provided in paragraph (e) below, upon the occurrence
and continuance of an Event of Default, an Insurer shall be deemed to be the Holder of each
Bond insured by it for purposes of directing tho enforcement and exercising of rights and
80
then and in any such event such Insurer shall not be entitled to any rights specifically granted to
it hen:in Io consent to, approve or participate in any actions proposed to be taken by the City [or
the Department], the Trusten, a Bondholder or any of them pursuant to this Ordinance or to
receive any notices or other documents or instruments.
[SIGNATURES OMITTED]
82
remedies granted to the Bondholders under this Ordinance, and such Insurer shall also Ian entitled
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 Default hereunder required to
be sent to Bondholders shall be sent to Bondholders as well as each Insurer.
(c) In the event that the principal and'or interest due on Bonds insured by an
Insurer shall be paid by such Insurer pursuant to its Bond Insurance Policy, such Bonds shall
remain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered
paid by the Issuer, and the pledge created under this Ordinance and all covenants, agreements
and other obligations of the Issuer to the Holders thereof shall continuo to exist and shall run to
the benefit of such [nsurur and the Insurer shall be subrogated to the rights of such Holders.
(d) Except as otherwise provided in paragraph (e) below, all notices required
to be given to the Holders of a Series of Bonds pursuant to the provisions of this Ordinance shall
also be given to the Insurer providing the Bond Insurance Policy with respect to such Series of
Bonds,
(e) Notwithstanding any other provision contained in this Section 1212 or
elsewhere in this Ordinance to the contrary,
(i) If an Insurer shall be 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 enforceable and in full faros and effect; or
(ii) 1f an lnsurur shall apply for or consent to the appointment of a receiver,
custodian, trustee or liquidator of such Insurer or of all or a substantial part of its assets,
or shall admit in writing its inability, orb: generally unable, to pay its debts as such debts
become due, or shall make a general assignment for the benefit of its creditors, or
commence a voluntary case ureter the Federal Bankruptcy Code (as now or hereafter in
effect) or shall file a petition seeking to lake advantage of an_v other law relating to
bankruptcy, insolvency, reorganization, winding up or composition or adjustment of
debts, or shall fail to consent in a timely and appropriate manner, or acquiesce in writing
to, any other petition filed against such Insurer in any involuntary case under said Federal
Bankruptcy Code, or shall take any other action for the purpose of effecting the
foregoing; or
(iii) If a proceeding or case shall be commenced without the application or
consent of an 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 atom:tee, receiver, custodian, or liquidator or the like of the
Insurer or of all or a substantial part of its assets, or similar relief with Inspect 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 continue
undismissed and an order, judgment or decree approving or ordering any of the foregoing
shall be entered and continue unstayed in effect for a period of sixty (60) days from the
commencement of such procccdings or case, or any order For relief against the Insurer
shall be catered in an involuntary case under said Federal Bankmptoy Code;
81
SERIES 2009 ORDINANCE
ORDINANCE NO 13092
AN ORDINANCE OF THE CITY OF MIAMI, FLORIDA (WITH
ATTACHMENTS), SUPPLEMENTING THAT CERTAIN
ORDINANCE NO. 11693 ENACTED BY THE CITY
COMMISSION ON AUGUST 14, 1998, AS FURTHER
AMENDED AND SUPPLEMENTED, AUTHORIZING THE
ISSUANCE OF NOT TO EXCEED T70,000,000 AGGREGATE
PRINCIPAL AMOUNT OF ITS PARKING SYSTEM REVENUE
AND/OR REVENUE REFUNDING BONDS, SERIES 2009, IN
ONE OR MORE SERIES FROM 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 THE 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 THE
DETERMINATION OF CERTAIN MATTERS AND DETAILS
CONCERNING THE BONDS, APPROVING THE SENDING
OF A CONDITIONAL NOTICE OF REDEMPTION;
AUTHORIZING THE REFUNDING OF THE SERIES 2008
BONDS; APPROVING THE SERIES 2009 PROJECT,
AUTHORIZING THE TERMINATION OF THE SWAP
ENTERED INTO IN CONNECTION WITH THE,TA.X-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 TTtE DEPARTMENT FOR THE BONDS;
AUTHORIZING A NEGOTIATED SALE OP THE BONDS;
APPROVING THE FORM AND AUTHORIZING THE
EXECUTION AND DELIVERY OF ONE OR MORE BOND
PURCHASE AGREEMENTS; APPROVING
UNCERTIFICATED BOOK -ENTRY ONLY REGISTRATION
C-22
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, LL.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
DELIVER ANY AGREEMENTS IN CONNECTION
THEREWITH; AUTHORIZING CERTAIN OFFICIALS AND
EMPLOYEES OF THE CITY AND THE 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 SEVERABILITY 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 (thc "City') on August 14, 1998, as
supplemented and amended by Ordinance No 11719, enacted by the City Commission on
October 27, 1998 (collectively, the "1998 Bond Ordinance"), the City issued its $13,490,000
original aggregate principal amount of Parking System Revenue Refunding Bonds, Series 1998,
(the `Series 1998 Bonds) of which 55,925,000 aggregate principal amount is currently
outstanding;
WHEREAS, the Series 1998 Bonds were issued to refund and dofease all other parking
bonds previously issued by the City pursuant to a separate bond ordinance and to finance the cost
of certain public parking improvements;
WHEREAS, pursuant to Ordinance No, 12457, enacted by the City Commission on
December 18, 2003, as supplemented and amended by Ordinance No, 12778, enacted by the City
Commission on March 9, 2006 (collectively, the "Series 2000 Ordinance"), the City issued as
Additional Bonds under the 1998 Bond Ordinance its $36,805,600 original aggregate principal
amount of Tax -.Exempt Variable Rate Parking System Revenue Bonds, Series 2006 (the `Tax -
Exempt Series 2006 Bonds') and $3,850,600 Taxable Variable Rate Parking System Revenue
2009 Bonds" and, together with the New Money Series 2009 Bonds, the "Series 2009 Bonds"),
in an aggregate principal amount 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, together with other available moneys, to (i)
refund on a current basis all of the Refunded Bonds, (ii) finance the cost of acquisition,
construction and installation of the Series 2009 Project, (iii) pay any termination payment in
connection with the termination 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 Series 2009 Bonds;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE
CITY OF MIAMI, FLORIDA:
iv
Bonds, Series 200E (the `Taxable Series 2006 Bonds" and, together with the Tax -Exempt Series
2606 Bonds, the "Series 2006 Bonds") all of which were refunded as described below;
WHEREAS, on March 30, 2006, the City amended its forward starting interest rate swap
agreement dated October 12, 2004, Consisting of an ISDA Master Agreement, a Schedule to the
Master Agreement and a Confirmation (as amended, collectively referred lo, the "2006 Swap
Agreement") with Bear Steams Capital Markets, Inc. (the "2006 Counterparty"), entered into in
connection with the issuance oldie Tax -Exempt Series 2006 Bonds;
WHEREAS, pursuant to Ordinance No. 13011 enacted by the City Commission on July
10, 2008 (the "Series 2008 Ordinance') the City Issued as Additional Bonds under the 1998
Bond Ordinance its $37,070,006 original aggregate principal amount of Tax'Excmpt Variable
Rate Parking System Revenue Refunding Bonds, Series 2008 (the `Tax -Exempt Series 2008
Bonds"), all of which is currently outstanding and its $3,880,000 original aggregate principal
amount of Taxable Variable Rate Parking System Revenue Refunding Bonds, Series 2008 (the
`Taxable Series 2008 Bonds" and together with the Tax -Exempt Series 2008 Bonds, the "Series
2008 Bonds"), all of which is currently outstanding;
WHEREAS, the Series 2008 Bonds were issued to provide funds, together with other
available moneys, to (i) refund on a current basis all of the Series 2009 Bonds, and ([1) pay the
costs of issuance of the Series 2008 Bonds;
WHEREAS, en August 28, 2008 the City and the 2006 Counterparty amended the terms
of the 2006 Swap Agreement to provide that tho 2006 Swap Agreement would relate to the Tax -
Exempt Series 2008 Bonds, and was further amended on January 15, 2009 (the 2006 Swap
Agreement, as amended is referred to herein as, tho "2008 Swap Agreement'), to replace the
2006 Counterparty with JPMergan Cbase Bank N.A. (the "2008 Counterparty");
WHEREAS, duo Sr, the volatility of the current municipal bond market and the increased
cost relating to the provision of .Alternate Bond Credit Facilities with respect to the Tax -Exempt
Sorts 2008 Bonds and the Taxable Series 2008 Bonds, the City desires to provide for the
refunding of all of the Series 2008 Bonds (hereinafter referred to collectively as the "Refunded
Bonds") on a fixed rate basis,
WHEREAS, in addition to the refunding of the Refunded Bonds, the City has determined
that it is in the best interest of the citizens of the City /hat it issue Additional Bonds under and
pursuant to the 1998 Bond Ordinance and this Series Ordinance to finance the cost of certain
public parking improvements as more parti laxly described herein (the `Series 2009 Project');
WHEREAS, the City desires to issue as Fixed Rate Bonds, d one or more Series, (i) its
Parking System Revenue Bonds, Tax -Exempt Series 2009 (the "New Money Tax -Exempt Series
2009 Bonds"); (ii) its Parking System Rovenue Bonds, Taxable Series 2009 (thc "New Money
Taxable Series 2009 Bonds" and, together with the New Money Tax -Exempt Series 2009 Bonds,
the "New Money Series 2009 Bonds"); (iii) its Parking System Revenue Refunding Bonds, Tax -
Exempt Series 2009 (the "Refunding Tax -Exempt Series 2009 Bonds"); and (iv) its Parking
System Revenue Refunding Bonds; Taxable Series 2009 (the "Refunding Taxable Series 2009
Bonds" and together with the Refunding Tax -Exempt Series 2009 Bonds, the "Refunding Series
lit
TABLE OF CONTENTS
Page
ARTICLE 1
AUTHORITY AND DEFINITIONS
Section 1,02, Incorporation of Recitals
Section 1,03, Meaning of Words and Terms..............�....,...........,,...._..� �.....,...�..� �,,....�.,.......�l
ARTICLE II
FINDINGS
Section 2.01,
ARTICLE Ill
THIS INSTRUMENT TO CONSTITUTE CONTRACT
ARTICLE IV
AUTHORIZATION OF REFUNDING OF THE REFUNDED BONDS; THE SERIES 2009
PROJECT; DESCRIPTION, FORM AND TERMS OF SERIES 2009 BONDS
Section 4.01, Authority for Refunding of Refunded Bonds; the Series 2009 Project and
Authorization for the Issuance of the Series 2009 Bonds„„.....,...„, 5
Section 4.02. Form, Denominations, Date, Interest Rates and Maturity Dales . 6
Section 4,03. Redemption Provisions for the Series 2009 Bands 7
Section 4,04, Execution of Series 2609 Bonds ..................
Section 4.0S. Authentication of the Series 2009 Bonds 8
Section 4.06, Book -Entry Only System 9
ARTICLE V
APPROVALS RELATING 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 the 2008 Swap Agreement and
Authorization of a Swap Termination Payment ............... [2
Section 5.02. Authorization and Approval of Negotiated Sale of the Series 2009 Bonds;
Authorization and Approval of One or Moro Bond Purchase Agreements....,.... 12
Section 5.03. Application of Series 2009 Bond Proceeds; Creation of Series 2009
Project Account and Cost of Issuance Suhaccouni 13
Section 5.04. Bond Fund Accounts and Subaccounts ............................„13
Section 5.05. Rebate Account .. 13
ARTICLE VI
AUTHORIZATION AND APPROVAL OF OTHER FINANCING DOCUMENTS
Section 6.01. Approval of Form of One or More Trustee, Paying Agent and Registrar
Agreements; Appointment of Paying Agent and Bond Registrar 14
Section 6,02, Preliminary Official Statements; Official Statements 14
v
C-23
TABLE OF CONTENTS
(continued)
Page
Section 6.03. Approval of the Form of One or More Disclosure Dissemination Agent
Agreements; Appointment of Dissemination Agent„, ........ ..... ..,..... . 14
Section 6,04. Bond Insurance Policy andlor Reserve Product 15
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01, Ratification of Seiection of Underwriters and Legal Counsel. The City
Commission hereby ratifies, confirms and approves the selection of the
Underwriters with respect to the 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 Ordinance 16
Section7.04. Severability 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 inconsistent Ordinances 17
Suction 7.08. Effective Date 18
Exhibit A - Form of Bond
Exhibit B - Form of Termination Agreement
Exhibit C - Form of Bond Purchase Agreement
Exhibit D - Form of Trustee, Paying Agent and Registrar Agreement
Exhibit B Form of Preliminary Official Statement
Exhibit F - Form of Disclosure Dissemination Agent Agreement
vi
"Financial Advisor" means with respect to the Series 2009 Bonds, First Southwest
Company.
"Securities Depository" means The Depository Trust Company (a limited purpose trust
company), New York, New York, ("OTC') until any successor Securities Depository shall have
become such pursuant to the applicable provisions of this Series Ordinance and, thereafter,
"Securities Depository" shall mean the successor Securities Depository. Any Securities
Depository shall be a securities depository that is a clearing agency under federal Iaw operating
and maintaining, with 1ts participants or otherwise, a hook -entry system to record ownership of
beneficial interests in Series 2009 Bonds, and to effect transfers of Series 2009 Bonds, in book.
entryform,
"Series 2009 Project" means, collectively, the acquisition, construction and installation
of a portion of the Courthouse Garage, as more particularly described herein, the acquisition and
installation of PAD machines as described herein, and other improvements to the Parking
System, as dcicnnined by the Department, including but not limited to electronic parking meters,
replacement of vehicles and other Parking System improvements.
"Swap Termination Payment" means the payment, if any, owed by the City to the 2008
Counterparty upon early termination of the 2008 Swap Agreement.
"Underwriters" means collectively, Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as representative of itself and J.P. Morgan Securities Inc, RBC Capital Markets
Corporation, Raymond lames & Associates, Inc. and Goldman Sachs & Co.
[End of Article I]
2
ARTICLE XIV
AUTHORITY 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
Statutes, the 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 Ordinance,
Section 1402, Incorporation of Recitals. The City Commission hereby finds and
determines and does hereby incorporate as part of this Series Ordinance the matters set forth in
the foregoing recitals,
Section 1403. Meaning of Words and Terms, All terms used herein in capitalized
form, except as otherwise defined herein, shall have the meanings ascribed thereto in Section 101
of the 1998 Bond Ordinance, The terms '3terein;' "hereby," ""hereunder," "hereinafter" and
other equivalent words refer to this Series Ordinance as a whole, Words importing singular
number shall include the plural number in each case and vice versa, and words importing persons
shall Include firms, corporations or other entities including governments or governmental bodies.
',Viands of the masculine gender shall be deemed and construed to include correlative wants of
the feminine and neutral genders. As used herein the following terms shall have the meanings
set forth below:
"Beard" means the Off -Street Parking Board created by the Charter of the City,
"Bond Purchase Agreement" means the Bond Purchase Agreement substantially in the
form attached to this Series Ordinance as Exhibit °C" hereto between the Underwriters and the
City with respect to the sato of the Series 2009 Bonds from the City to the Underwriters,
"Chairman" means the Chairman of the Board or the officer succeeding to the
Chairman's principal functions.
"Chief Financial Officer" means the Chief Financial Officer of the Depaaunent or his
designee or the officer succeeding the Chief Financial Officer's principal functions,
"Director" means the Chief Executive Officer oldie Department or his designcc, or the
officer succeeding to the Director's principal functions.
"Department" means the Department of Off -Street Parking of the City seated by the
Charter of the City or the department, board or body succeeding such Department by whatever
name at the time given to such Department and having jurisdiction over or control of the Parking
System.
date.
"Fixed Rate Bonds" means bonds which bear interest at a rate fixed to their maturity
ARTICLE XV
FINDINGS
Section 1501. Findings and Determinations. It is hereby ascertained, determined and
declared that:
It is in the best interests of the City, its citizens and taxpayers to issue the
Refunding Series 2009 Bonds as Fixed Rate Bonds in order to provide for a
refunding of all of the Refunded Bonds.
The City is authorized under the 1998 Bond Ordinance and this Series Ordinance
to issue Additional Bonds for the purpose of financing .Additional System
Facilities.
The City is authorized under the L998 Bond Ordinance and this Series Ordinance
to issue refunding bonds and to deposit the proceeds thereof with the Trustee
under the 1998 Ordinance and the Series 2008 Ordinance for the payment when
due of the principal of and interest on the Refunded Bonds.
Because of the unsettled and tumultuous nature of the municipal bond market, it
may the necessary to issue the Series 2009 Bonds in multiple Series over a period
of time, with each Series of the Series 2009 Bonds potentially having different
details and characteristics, subject to the parameters set forth herein.
It is necessary in connection with the refunding of the Refunded Bonds to
terminate the 2008 Swap Agreement, and to pay to the 2008 Cormterparty a Swap
Termination Payment, in connection therewith
In accordance with Section 218.385(1), Florida Statutes, as amended, the City
Commission hereby finds, determines and declares that a negotiated sale of the
Series 2009 Bonds, from time to time, is in the best interests credit. City due to the
complexities of the market and timing of the issuance of the Refunding Series
2009 Bonds as refunding bonds and to provide for the redemption of all of the
Refunded Bonds, and to provide the lowest interest rate possible for the New
Moeoy Series 2009 Bonds.
LEnd of Ariclo Dj
3
C-24
ARTICLE XVI
THIS INSTRUMENT TO CONSTITUTE CONTRACT
Section 1601. Contract. In consideration of the acceptance of the Series 2009 Bonds
authorized to be issued hereunder by those who shall hold the same from time to time, the 1998
Bond Ordinance as supplemented by this Series Ordinance shall he deemed to be and shall
constitute a contract between the City and the Bondholders. The covenants and agreements
herein set forth and hi the 1998 Band Ordinance to be performed by the City shall be for the
equal benefit, protection and security of the Bondholders of the Series 2009 Bonds 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 and with any Additional Bonds hereafter issued and
Qualified Derivative Payments related to any Bonds issued under the 1998 Bond Ordinance, if
any, except as expressly provided herein.
(End of Article fl11
4
determined by the City Manager and as set forth in such Bond Purchase Agreement, for the
purpose of, together with other available moneys, (i) refunding on a eurnnt basis all of the
Refunded Bonds; (1 i) financing the cost of the Series 2009 Project, (iii) paying a Swap
Termination Payment, if any; (iv) 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.
Notwithstanding 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 Additional Bonds under the 1998 Bond Ordinance, as supplemented
hereby.
Section 1702. Form, Denominations. Dale. Interest Bales and Maturity Dates.
Each Series of Series 2009 Bonds are issuable only in fully registered form and shall be in
substantially the form thereof set forth in Exhibit "A" to this Series Ordinance, with such
appropriate vacations, omissions and insertions as may be required therein and approved by the
City Manager. The Series 2009 Bonds shall be issuedas Fixed Kato 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 2009 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 'Interest Payment Date'), at such rates and shall
mature on the titulary of October of each year in accordance with the maturity schedule set forth
in the Bond Purchase Agreement, but not later than October 1, 2039, may be subject 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 andier Term Bonds and If
such Series 2009 Bonds are issued as Tenn Bonds, be subject to payment from Sinking Fund
Requirements by operation of the Sinking Fund Anrnmt as set forth in the Bond Purehaso
Agreement, as such dates, principal amounts, rates, and maturity schedule, may he approved by
the Chairman and the City Manager, with the execution and delivery of the Bond Purchase
Agreement as described in Section 5.02 hereof being conclusive evidence of the City's approval;
provided, however, that the Series 2009 Bonds shall be sold to the Underwriters at not less than
ninety-nine percent (9909) (including underwriters' discount but excluding original issue
discount or premium) of the original principal amount of the Series 2009 Bonds and a1 a true
interest cost rate not to exceed seven and one-half percent (7 42%) per annum with respect to
the Tax -Exempt Series 2009 Bonds and not to exceed eight and one-half percent (8 112%) per
annum with respect to (Inc Taxable Series 2009 Bonds. Series 2009 Bonds shall be numbered
consecutively from R-band upwards. Subject to the foregoing, the aggregate principal amount,
maturities, interest rates and other terms of the Series 2009 Bonds shall be es approved and
determined by the Chairman and City Manager and set forth in the Bond Purchase Agreement,
with the execution and delivery of the Bond Purchase Agreement by the 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 roles and regulations of
any governmental authority or any usage or requirement of law with respect thereto.
6
ARTICLE AVtI
AUTHORIZATION OF RERUN DING OF THE REFUNDED BONDS;
THE SERIES 2009 PROJECT; DESCRIPTION, FORM AND
TERMS OF SERIES 2009 BONDS
Section 1701. Authority for Refunding of Refunded Bonds; the Series 2009 Project
and Authorization for the Issuance of the Series 2009 Bonds. The City hereby authorises the
issuance of the Series 2009 Bonds from time to time, in one or more Series and the current
refunding of all of the Refunded Bonds, Any authorized officer of the City is hereby directed to
deliver or cause to be delivered to the holders of the Refunded Bonds all appropriate notices
regarding the redemption of the Refunded Bonds as set forth in the Series 2008 Ordinance,
The City hereby approves the acquisition, construe -lion and installation of the Series 2009
Project, as more particularly described as follows;
The 2009 Project consists of the acquisition and construction or the acquisition and
installation of the following:
• A portion of a parking garage containing approximately 700 parking spaces with
approximately 34,000 square feet ("sf.") of office space and approximately 4,500 se. of
commercial retaiPrestaunmt rental space on the ground floor (collectively referred to
herein as the "GI Garage'''). The 0l Garage will replace the existing 515 parking space
garage and a 41 parking space surface lot currently owned and operated by the
Department, The Department anticipates utilizing approximately 12,000 s,f. of office
space itself or to lease such space to other governmental entities.
• Pay and Display automated parking meters (`PAD'). The Department expects to
purchase and install additional PAD's. PAD's are multi -space pay stations that will
replace individual on -street parking meters and attendants is off-street packing lots,
which are programmed to accept coins, credit cards and debit eaards for payment.
• Miscellaneous other projects that are smaller in size including, but not limited to
electronic parking meters, replacement of vehicles and other improvements to the Parking
System.
The Series 2009 Project is considered art Additional System Facilities pursuant le the
1998 Bond Ordinance.
Subject and pursuant to the provisions hereof, the Series 2009 Bonds to be known as the
"City of Miami, Florida Parking System Revenue Bonds, Tax -Exempt Series 2009", "City of
Miami, Florida Puking System Revenue Bonds, Taxable Series 2009", "City of Miami, Florida
Parking System Revenue Refunding Bonds, Tax -Exempt Series 2009" and "City of Miami,
Florida Packing System Revenue Refunding Bonds, Taxable Series 2009", as appropriate, are
hereby authorized to be issued at one tine or from time to time as needed in one or more Series,
separately or combined, in an aggregate principal amount not to exceed Seventy Million Dollars
(S70,000,000), with the numbers of Series and the exact principal amount for such Series to be
5
Exupt as otherwise provide 1 in Section 4.06 hereof, the principal of and redemption
Premium, if any, on the Series 2009 Bonds $hall be payable upon presentation and surrender at
the principal office of the Paying Agent, Interest on the Series 2009 Bonds shall be paid by
check or draft drawn upon the Paying Agent and mailed to the registered 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 the Interest Payment Date (the "Record Date'), 11..1...ctive of any transfer or
exchange of such Series 2009 Honda subsequent to such Record Date and prior to such Interest
Payment Date, unless the City shall be in default in payment of interest due on such Interest
Payment Date; provided, however, that (i) if ownership of Series 2009 Bonds is maintained in a
book -entry only system by a Securities Depository, such payment may be made by automatic
funds transfer (wire) to such Securities Depository or its nominee or (ii) if such Series 2009
Bonds are not maintained in a hoek-entry only system by a Securities Depository, upon written
request of the Holder of $1,000,000 or more ie principal amount of Series 2009 Bonds, such
payments may be made by wire transfer to the bank and bank account specified in writing by
such Holder (such bank being a bank within the continental United States), if such Holder has
advanced to the Paying Agent the amount neeeemry to pay the cost of such wire transfer or
authorized the Paying Agent to deduce the cost of such wire transfer from the payment due such
Holder. 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 the close of
business on a special record data for the payment of such defaulted interest as established by
notice deposited in the U.S. nails, postage prepaid, by We Paying Agent to the registered
Owners of the Series 2009 Bonds not less than fifteen (15) days preceding such special record
date. Such notice shall be mailed to the persons in whose names the Series 2009 Bonds are
registered at the close of business on the fifth (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 months.
Section 1703. Redemption Provisions for the Series 2009 Bondy,
(1) Optional Redemption. The Series 2009 Bonds may be subject to redemption prior
to maturity al the option of the City, in whole or in part at such time or times, and at the
redemption prints, as approved and determined by the Chairman and the City Manager, as set
forth in the Bond Purchase Agreement; provided, however, the 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 provisions contained
therein relating to the Series 2009 Bonds.
(2) Mandatory Sinking Fund Redemption, The Series 2009 Bonds consisting of
Tern Bonds, if any, shall be 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 Sinking Fund Requirement due on such Series 2009 Bonds. The Sinking Fed
Requirements and redemption date or dates for the Series 2009 Bonds consisting of Term 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
C-25
the Chairman and the City Manager shall be conclusive evidence of the City's approval of the
mandatory sinking fund redemption provisions contained therein relating to the Series 2009
Bonds.
(3) Extraordinary Optional Redemption. The Series 2099 Bonds are subject to
extraordinary optional redemption as provided in Section 302 of the 1993 Bond Ordinance, as a
whole or in part at any time upon payment of 100% of the principal amount of the Series 2009
Bonds to be ndcemcd, plus interest accrued to the redemption date, if the Department exercises
its option to redeem the Series 2009 Bonds pursuant to Section 710 of the 1993 Band Ordinance,
(4) Notice of Redemption of the Series 2009 Bonds. Except as otherwise provided
herein, notice of redemption of the Series 2009 Bonds shall bo as provided in Section 304 of the
1998 Bond Ordinance.
Notwithstanding anything to the contrary contained herein and in the 1998 Bond
Ordinance, so long as the Series 2009 Bonds are held under a book -entry system by 'Securities
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
owners of those interests called, is the responsibility of the Securities Depository pursuant to its
rules and procedures, and of its participants and indirect participants. 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
affect 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 be given as a
conditional notice of redemption, in which case such notice shall state the condition and provide
that if such condition is not meat on or prior le such redemption date, no such redemption shah
oceuf.
Section 1704. Execution of Series 2009 Bondi, 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 udditon, the City Attorney shall sign the Series 2009 Bonds, showing approval of
the form and ear :arena thereof. The signatories 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 Bonds ceases to hold office before the delivery of the Series 2009
Bonds, his signature shall nevertheless be valid and sufficient for all purposes. In addition, any
Series 2009 Bond may bear the signature of, or may be signed by, such persons as at the actual
time of execution of such Series 2009 Bond shall be the proper officers to sign such Series 2009
Bond, although at the date of such Series 2009 Bond or the date of delivery thereof such persons
may not have been such officers.
Section 1705. Authentication of the Series 2009 Bonds, Only such of the Series 2009
Bonds as shall have been endorsed thereon by a certificate of authentication substantially in the
form set forth in Exhibit A, duly manually executed by the Bond Registrar, shall be entitled to
any right or benefit under this Series Ordinance or the 1998 Bond Ordinance. No Series 2009
Bond shall be valid or obligatory for any purpose unless and until such cohtificate of
8
2009 Bonds, for the purpose of giving notices of redemption and other matters with respect to
such Series 2009 Bonds, for the purpose of registering transfers with respect to such Series 2009
Bonds, and for all other purposes whatsoever, The Paying Agent shall pay all principal of,
redemption premium, if any, and interest on such Series 2009 Bonds only to or upon the order of
DTC (or any such other depository then in effect) and all such payments shall be valid and
effective to fully satisfy and discharge the City's obligations with respect to payment of principal
of, redemption premium, if any, and interest an such Series 2009 Bonds to the exinnt of the sum
or sums so paid. So person other than DTC (or any such other Securities Depository then in
effect) shall receive Series 2009 Bonds evidencing the obligation of the City to make 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 determined to substitute a new nominee in
place of an existing nominee, and subject to the provisions in this Series Ordinance with respect
to interest cheeks or drafts being mailed to the registered Owners at the close of business on the
Record Data, the name of the existing nominee in this Series Ordinance shall refer to such new
nominee.
(a) The Securities Depository may determine to discontinue 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 discharging its responsibilities with respect thereto under
applicable law,
(b) The City, in its sole discretion and without don consent of any other
person, may terminate the services of a Securities Depository with respect to the Series
2009 Bards if the City determines that the continuation of the system of book -entry -only
transfers trough such Securities Depository is not in the bust interests of the Beneficial
Owners of the Series 2009 Bonds or is burdensome to the City, and shall terminate the
services of such Securities Depository with respect to the Series 2009 Bonds upon receipt
by the City and the Bond Registrar of written notice from the Securities Depository to the
effect that it has received written notice from its participants having interest, as shown In
iho records of the Securities Depository, in an aggregate principal amount of not less than
fifty percent (50%) of the Series 2009 Bonds that: (i) the Securities Depository is unable
to discharge its responsibilities with respect to the Series 2009 Bonds; or (ii)
continuation of the requirement that all of the Outstanding Series 2009 Bonds be
registered in the egis0ation books kept by We Bond Registrar in the name of the
Securities Depository's nominee is not in the best interest of the Beneficial Owners of the
Series 2009 Bonds,
(e) Upon the termination of the services of the Securities Depository with
respect to the Series 2009 Bonds pursuant la subsection (c)(2)(ii) honof, or upon the
discontinuance or termination of the services of the Securities Depository with respect to
the Series 2009 Bonds pursuant to subsection (o)(1) or subsection (e)(2)(i) hereof after
which no substitute Securities Depository willing to undertake the functions of the
existing Securities Depositary hereunder can be found which, in the opinion of the City,
is willing and able to undertake such functions upon reasonable and customary terns,
such Series 2009 Bonds shall no longer be restricted to being registered in the registration
books kept by the Bond Registrar in the name of the Securities Depository's nominee, In
10
authentication shall have been duly manually executed by the Bond Registrar, and such
certilieate of the Bond Registrar upon any such Series 2009 Bond shall be conclusive evidence
that such Series 2009 Bond has been duly authenticated and delivered under this Series
Ordinance and the 1998 Bond Ordinance, The Bond Registrar's certfi1te of authentication on
any Series 2009 Bond shall be deemed to have been duly executed if signed by an authorized
officer of the Bond Registrar, but it shall not bu necessary drat the same offreer sign the
certificate of authentication on all of the Series 2009 Bonds that may be issued hereunder at any
one timo,
Section 1706, Book -Entry Onty System. The Series 2009 Bonds are to be issued as
uncertifirated securities, pursuant to die book -entry only system maintained by a Securities
Depository, subject to the terms and provisions hereof, Upon Initial issuance of each Series of
Series 2009 Bonds, and until such Series of Series 2009 Bonds aro no longer maintained through
a Securities Depository book -entry only system, the registered Owner of all the Series 2009
Bonds shall be, and the Series 2009 Bonds shall be registered hi the name of, Cole & Co., as
nominee of DTC, Each Series of Series 2009 Bonds shall be Initially issued in the form of
separate single typewritten Series 2009 Bond for each maturity of each Series of Series 2009
Bonds,
(1) The provisions of this Section may be changed or varied with respect to any
Series 2009 Bonds for the purposes of (1) Complying with the requirements of any automated
depository and clearinghouse for securities transactions and (2) effectuating any book -entry only
registration and payment system. During any and all times that any of the Series 2009 Bonds are
regisetd in the name of any Securities Depository pursuant to a book -entry only system of
registration, such Securities Depository shall 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 21109 Bonds registered in the name of Cede & Co, as
nominee of DTC, or otherwise held pursuant to a book -entry only system maintained by another
Securities Depository, the City, the Bond Registrar and the Paying Agent shall have no
responsibility or obligation to any DTC participant (or any participant of such other Suurities
Depository) or to any beneficial owner (the 'Beneficial Owner") of such Series 2009 Bonds, As
to any Series 2009 Bonds maintained through a book -entry only system, without limiting the:
immediately preceding sentence, the City, the Trustee, dm Bond Registrar and the Paying Agent
shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC,
Cede & Co. or any DTC participant (or any such other Securities Depository) with respect to any
beneficial ownership Interest in such Series 2009 Bond, (ii) the delivery to any DTC participant,
any Beneficial Owner or any other person, other than DTC (or any such other Securities
Depository), of any notice with respect to such Series of Bonds, including any notice of
redemption, or Ed) the payment to any DTC participant, any Beneficial Owner or any other
person, other than DTC (or any such other Securities Depository), of any amount with respect to
principal of, redemption premium, if any, or interest on such Series 2009 Bonds,
Notwithstanding any other provision of this Series Ordinance to the contrary, the City, the
Trustee, the Bond Registrar and the Paying Agent shall be entitled to treat and consider DTC (or
any such other Sacunlies Depository) as 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 authorized denominations
to the identifiable 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
Contrary, so long as any Series 2009 Bonds is registered in the name of the Securities
Depository's nominee, all payments with respect to the principal of, redemption
premium, if any, and interest on the Series 2009 Bonds and all notices with respect to the
Series 2009 Bonds shall be made and given, respectively, to such Securities Depository
as provided in the representation Ietter (or other similar document required by the
Securities Depository) of the City and the Bond Registrar addressed to the Securities
Depository with hoepwt to the Series 2009 Bonds.
(e) in connection with any notice or other communication to be provided to
Bondholders pursuant to this Series Ordinance or the 1998 Bond Ordinance by the City
or the Bond Registrar with respect to any consent or other action to be taken by
Bondholders, the City or the Bond Registrar, as the use may be, shall establish a record
dale for such consent or other action and give tine Securities Depository notice of such
record date not less than fifican (15) calendar days in advance of such record date to the
extent possible,
[End of Article IV]
C-26
ARTICLE XVI[I
APPROVALS RELATING TO SWAP TERMINATION; AUTHORIZATION OF SALE
OF THE SERIES 2009 BONDS; APPLICATION OF PROCEEDS
AND CREATION OF ACCOUNTS
Section 1801. ADDroval of the Termination of the 2008 Swap Agreement and
Authorization of a Swap Termination Payment. The termination of the 200$ Swap
Agreement is hereby mitherized 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 determine
the final provisions relating to the termination of the 2008 Swap Agreement, including the
determination of the amount of the Swap Termination Payment. The City Manager is hereby
authorized to execute 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 fort approved at this meeting and attached hereto as Exhibit "B," subject to such changes,
insertions and omissions and such filling in of blanks therein as hereafter may be approved by
the Chairman and the City Manager upon the advice of the City Attorney, Band Counsel and the
Financial Advisor, the meat form of which is to bti approved by tire 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 determinations, changes, Insertions,
omissions er filling in of blanks,
Section 1802, Authorization and Approval of Neeotiated Sale of the Series 2009
Bonds: Authorization and Aaorooal of One or Moro Bond Purchase Agreements. Based on
the finding set forth in Article 11 hereof, the City Commission hereby approves the negotiated
sale of the Series 2009 Bonds to the Underwriters from time 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 set forth in such Bond Purchase Agreement.
The execution and delivery of one 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 provisions of the Bond Purchase Agreement, within the
parameters 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" and the "disclosure statement" required by said staottory 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 form approved at this mailing and attached hereto as Exhibit "C", subject to such changes,
insertions and omissions and such filling in of blanks therein as hereafter may be approved and
made by the Director and the City Manager upon the advice of the Financial Advisor, the City
Attorney and Bond Counsel. The execution, attestation and delivery of the Bond Purchase
Agreement, as described herein, shall he conclusive evidence of the City's approval of any such
determinations, changes, insertions, omissions or of ling In of blanks.
12
ARTICLE XIX
AUTHORIZATION AND APPROVAL OF OTHER FINANCING DOCUMENTS
Section 1901, Approval of Form of One or More Trustee. Paknn Agent and
Registrar Aareementsc Appointment of Parise Aern1 and Bend Registrar. The execution
and delivery of one or more Trustee, Paying Agent and Registrar Age -see -Ts is Is hereby authorized
and approved. The City Commission hereby arthorizes and directs the Chairman and die City
Manager to determine the final provisions of such Trustee, Paying Agent and Registrar Agreement.
The Chairman and the City Manager are hereby authorized to execute and the City Clerk is hereby
authorized to attest to, seal and deliver such Trusted, Paring Agent and Registrar Agreement in
substantially the four approved a4 this meeting and attached hereto as Exhibit "D", subject to such
changes, insertions and omissions and such filing in of blanks therein as hereafter 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 and Resisnur
Agreement, as described herein, shall be conclusive evidence of the City's approval of any such
determinations, changer, Insertions, omissions or filling in of blanks. TD Bank National
Association is hereby designated as the Truocn ander the 1998 Bond Ordinance and the Paying
Agent and the Bond Registrar for the Series 2009 Bonds.
Section 1902- Preliminary Official Stalements: Official Slnlernont4. The use of one
or more Preliminary Official Statements In connection with the marketing of the Series 2009
Bonds is hereby authorized. One or more Preliminary Official Statements in substantially the
form attached hereto as Exhibit "E" is hereby approved with such changes, insertions and
omissions and suet' filling in of blanks therein as may be approved by the Chairman and the City
Manager, The Chairman and the City Manager are hereby authorized to approve and execute, on
behalf of the City, one or more Official Statements relating to the Series 2009 Bonds with such
changes from such Preliminary Official Statement, within the authorizations and limitations
contained herein, as the Chairman and this City Manager in consultation with the City Attorney,
Bond Counsel and the City's disclosure counsel in their sole discretion, may approve, such
execution to be conclusive evidence of such approval. The Chairman and the City Manager are
hereby authorized to deem such Preliminary Official Statement final for the purposes of Rule
t5c2-12 of dw Securities 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 More Disclosure Dissemination
Agent Agreements: Appointment of Dissemination Axe(. For the benefit of the Holders and
Beneficial Owners from time to time of the Series 2009 Bonds, the City and the Department each
agrees in accordance with the Rule, and as the only obligated persons with respect to the Series
2009 Bonds under the Rule, to provide or cause to be provided such financial information and
operating data, financial statements and notices, in such manner, as may he requinxl for purposes
of paragraph (b)(5) of the Rule, In order to describe and specify certain terms of the City's
continuing disclosure agreement, including provisions for enforcement, amendment and
termination, the Chief Financial Officer is hereby authorized and directed to sign and deliver, in
14
Section 1803 Application of Series 2009 Bond Proceeds; Creation of Series 2009
protect Accrual and Cost of Issuance Subaccount, Tho proceeds received from Ow sale of the
Series 2009 Bonds shall be aniseed 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 set forth in such certificate of the Director
shall be deposited in a separate account within the Constmction Fund designated 'Series 2009
Project Account" which is hereby established with the Department and used solely to pay the
Cost of the Series 2009 Project as provided in the 1998 Bond Ordinance. Within the Series 2009
Project Account, there is hereby established separate subaccounts designated as `Tax -Exempt
Subaceount" and '"taxable Subaxount" into which the proceeds of the Tax -Exempt Series 2099
Roods and Taxable Scrips 2009 Bonds, respectively, will be deposited, In addition, there is
hereby further established separate subaeeounts within the Series 2009 Project Account
designated as 'Series 2009 Tax -Exempt Cost of Issuance Subeccesed" and "Series 2009 Taxable
Cost of issuance Subaccounl" 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 the
Director shall be deposited and such proceeds shall be disbursed for payment of expenses
ineurred 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 Taxi -Exempt or Taxable Subaccounls Series 2009 Project Account
and used to pay Costs of the Series 2009 Project,
Section 1304, Bond Fund Accounts and Subaccounts, in accordanco with the terms
and provisions of the 1998 Bond Ordinance including but not limited to Section 501 thereof, the
City hereby authorizes the establishment with the Trustee and the Department, as applicable, of
appropriate accounts and subaccounls of the Bond Fund established under the 1998 Bond
Ordinance for bath the Taxable Series 2009 Bonds and Tax -Exempt Series 2009 Bonds,
including in particulnc a Series 2009 Principal Account, a Series 2009 Interest Account and a
Series 2009 Sinking Fund Account, if applicable, and separate subaccounts for the Taxable
Series 2009 Bonds and the Tax -Exempt Series 2009 Bonds, therein for each Account,
Section 1805. )4rbatc Account. There is hereby created within the Rebate Account of
the Miami Parking System Fund held by the Department in a Depository a subaccount to be
known as the "Series 2009 Rebate Subaccont" 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 Subaccount in excess. of the rebate amount, may be withdrawn and used by the
Department for any lawful purpose.
[End of Article VI
13
the name and on behalf of the City and the Department, one or more Disclosure Dissemination
Agent .Agreements (the "Disclosure Dissemination Agent Agreements') with Digital Assurance
Certification LLC ("DAC"), in substantially the form attached hereto as Exhibit "F", with such
changes, insertions and omissions and such Riling-'ui of blanks therein as may be approved by
the Chief Financial Officer and in consultation with the City Attorney, Bond Counsel and the
City's disclosure counsel, the final for; of which is to be approved by the City Attorney. The
execution and delivery of one or more Disclosure Dissemination Agent Agreements, for and on
behalf of the City by the Chief Financial Officer, shall be deemed conclusive evidence of the
City's and Department's approval of one or mole Disclosure Dissemination Agent Agreements.
Notwithstanding any other provisions of this Series Ordinance, any failure by the City or 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 Ordinance or the 1998 Bond
Ordinance and the remedies therefor shall be solely as provided in the Disclosure Dissemination
Agent Agreement. DAC is hereby appointed dissemination agent under any Disclosure
Dissemination Agent Agreement.
Section 1904, Bond Insurance Policy and/or Reserve Product. In order to produce
the Iowest true interest zest passible for the Series 2009 Bonds or any Series or any portion
thereof, the Director is hereby authorized to secure one or more Bond Insurance Policies in the
form of a municipal bond insurance policy and/or one or more Reserve Policies, in the form of a
reserve surety or letter of credit, with respect to the Series 2009 Bonds, if, after consultation with
the Financial Advisor and the Chief Financial Officer, the Director determines that obtaining
such Bond Insurance Policy and/or Reserve Product is in the best interests of the City. The
Director is hereby authorized to provide for the payment of any premium(s) ne web Bond
Insurance Policy and/or Reserve Product from the proceeds of the issuance of such Series of
Series 2009 Bonds and the Chairman and the City Manager are hereby authorized to enter into
such agreements as may be necessary to secure such Band lnsurance Policy aidror Reserve
Product. The Chairman's and City Manager's execution of any such agreements, seer
consultation with the City Attorney and Bond 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 VI]
15
C-27
ARTICLE XX
MISCELLANEOUS PROVISIONS
Section2001. Ratification of Selection of Underwriters and Legal Counsel. The
City Commission hereby ratifies, confirms and approves the selection of the Underwriters with
respect to the Series 2009 Bonds by the Department. The City Commission hereby ratifies,
confirms and approves One selection by the Department with respect to the Series 2009 Bonds of
Squire, Sanders & Dempsey LLP, as Bond Counsel and Bryant Miller Olive P.A., as disclosure
counsel to the Department and City, as approved further by the City Attorney.
Section 2002, Further Authorizations. The City Manager, the Chairman, the Director
and the Chief Financial Officer or any of them and the City Clerk and the City Attorney and such
other officers and employees of the City as may be designated by the City Manager or the
Chairman or either of them are each designated as agents of the City and the Departmentin
connection with the sale, issuance and delivery of the Series 2009 Bonds and are authorized and
empowered, collectively or individually, to take all action and steps and to execute all
instruments, documents and contracts on behalf of the City, Including, but not limited to, the
selection and hiring of any professionals or service providers and the execution of documentation
required in connection with the negotiated sale of the Series 2009 Bonds to the Underwriters,
that are necessary or desirable in connection with the sale, execution and delivery of the Series
2009 Bonds, and which are specifically authorized or are not inconsistent with the terms and
provisions of this Series Ordinance, the Bond Purchase Agreement, the Trustee, Paying Agent
and Registrar Agreement, the Disclosaro Dissemination Agent Agreement, the Official
Statement or any action relating to the Series 2009 Bands heretofore taken by the City or the
Department on behalf of the City. Such officers and those so designated arc hereby charged with
the responsibility for the issuance of the Series 2009 Bonds. Any and all costs incurred in
connection with the issuance of the Series 2009 Bonds and/or the refunding of the Refunded
Bonds are hereby authorized to be paid from the proceeds of the Series 2009 Bonds.
Section 2003. ;lpollcability of Terma and Provision of the 1998 Bond Ordinance.
To the extant that such terms and provisions of the 1998 Bond Ordinance are not inconsistent
with the terms and provisions of this Series Ordinance:, such terms and provisions of the I998
Bond Ordinance shall apply equally to the Series 2009 Bonds and shall be deemed incorporated
by reference into this Series Ordinance.
Section 2004, ySeverability. If any one or more of the covenants, agreements or
provisions of this Series Ordinance should be held contrary to any express provision of law or
contrary to any express provision of law or contrary to the policy of express law, though not
expressly prohibited, or against.public 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, agrcement0 or provisions of this Series Ordinance or of
the Series 2009 Bonds issued hereunder.
Section 2005. No Third -Party Beneficiaries. Except as herein otherwise expressly
provided, nothing in this Series Ordinance expressed or implied is intended or shall he construed
to confer upon any person, ham or corporation other than the parties hereto and the Owners and
16
Section2008, Effective Date. This Ordinance shall become effective immediately
upon its enactment and signature of the Mayor!'
PASSED AND ADOPTED this __day of 2009,
Mayor
ATTEST:
City Clerk
APPROVED AS TO FORM AND CORRECTNESS:
City Attorney
If the Mayor doer not sign Ibis Ordinance, it shall bcome affective at the end of lam rslwndar des from the date it
was pissed and enacted it lhe Mayor vetoes this Cn1ir ae,it.shell bmome eftrstive immediately upon avenide
of ha vett by Me City Commission.
1S
Holders of the Series 2009 Bonds issued under and secured by this Series Ordinance, any rights,
remedy or claim, legal or equitable, under or by reason of this Series Ordinance or any provision
hereof, this Series Ordinance and all its provisions being intended to be and being for the sole
and exclusive benefit of the parties hereto and the Owners and Holders from time to time of the
Series 2009 Bands issued hereunder.
Section 2006. Controlling Law; .Members of City Not Liable, All covenants,
stipulations, obligations and agreements of the City contained in this Series Ordinance shall be
deemed to be covenants, stipulations, obligations and agreements of the City to the full extent
authorized and provided by the Constitution and laws of the Stale. No covenant, stipulation,
obligation or agreement contained heroin shall be deemed to bo a covenant, stipulation,
obligation or agreement of any present or future member, agent or employee of the City in their
individual capacity, and neither the members of the City nor any official executing the Series
2009 Bonds shall be liable personally on the Series 2009 Bonds ar this Series Ordinance or shall
be subject to any personal liability or accountability by reason of the issuance or the execution by
the City or such members thereof.
Section 2007. Rene jgf Inconsistent Ordinances. All Ordinances or parts thereof in
conflict herewith are to the extent of such conflict superseded and apealed,
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