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Home My WebLink AboutCombined 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.mlamiparking.com TO: Honorable Chairperson and Members of the Off Street Parking Board 4 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 Barak 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 RFP No. 18-11, which was duly rejected by MPA. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 IN RE: MIAMI PARKING AUTHORITY OFF-STREET PARKING BOARD FINANCE COMMITTEE MEETING on 12/12/2018 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 First Choice Reporting & Video Services www.firstchoicereporting.com Page 38 1 2 3 4 5 6 7 8 9 10 11 12 1.3 14 15 1.6 17 18 19 20 21. 22 23 24 25 IN RE: MIAMI PARKING AUTHORITY OFF-STREET PARKING BOARD FINANCE COMMITTEE MEETING on I2/12/2018 Page 39 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 First Choice Reporting & Video Services www. firstchoicerep orLing. corn 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 IN RE: MIAMI PARKING AUTHORITY OFF-STREET PARKING BOARD FINANCE COMMITTEE MEETING on 12/12/2018 Page 40 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 First Choice Reporting & Video Services www. ftrstchoi cereporting.com 1 2 .j 4 I, 6 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22. 23 24 25 IN RE: MIAMI PARKING AUTHORITY OFF-STREET PARKING BOARD FINANCE COMMITTEE MEETING on 12/12/2018 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, First Choice Reporting & Video Services www. firstchoicereporting. corn Page 41 January 14, 2019 THE MIAMI PARKING AUTHORITY DEPARTMENT OF OFF STREET PARKING OF CITY OF MIAMI GABRIEL SANGIOVANNi, PROCUREMENT ADMINISTRATOR PROCUREMENT@MIAMv'IPARKING. COM` 40 NW 3'D 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 finai tial 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 14" 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. Sincerely, Edward F. DeVarona Vice President ' Capital Bank C Broward Commerciallbanking " Capital Bank, a Division of First Tennessee Bank, 4699 Nob Hill Road, Sunrise FL 333511 Office: 954.393,1502 1 Fax: 954. 748.3444 e-mail: edward.devarona@capitalbank-us.com COMMITMENT LETTER JANUARY 14, 2019 THE MIAMI PARKINGAUTHORITY DEPARTMENT OF OFF STREET PARKING OF CITY OF MIAMI 40 NW 3RD STREET SUITE 1103 MIAMI FLORIDA 33128 LENDER: 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 CONTACT: EDWARD F. DEVARONA VICE PRESIDENT CAPITAL BANK BROWARD COMMERCIAL BANKING 954-393-1502 OFFICE 786-617-3758 CELL "j 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: 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.OMM 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%). PREPAYMENT PREMIUM: FACILITY A&B: NONE MATURITY: FACILITY A&B: 36 MONTHS FROM CLOSING. DRAM' LIMITATIONS: FACILITY A&B: NONE INTEREST PAYMENT DATES: FACILITY A&B: SEMIANNUALLY ON THE IST DAY OF THE APPLICABLE MONTH AND AT MATURITY. INTEREST COMPOUNDING: FACILITY A&B: NONE INTEREST DAY COUNT METHOD: FACILITY A&B: BASED ON A 360,12-30 DAY MONTHS, FOR THE ACTUAL NUMBER OF DAYS ELAPSED; OR 365 DAYS, AT THE PREFERENCE OF THE MPA. UNUTILIZED FEE: FACILITY A&B: NONE. PRINCIPAL REPAYMENT: FACILITY A&B: AT FINAL MATURITY. BANK FEE: FACILITY A: TAXABLE $3500 FACILITY B: TAX EXEMPT $3500 SECURITY: 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 ` DEBT: 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 RFP: 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 FAMIi IAR 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. • TAPih WILL BE NO CUSIPS OBTAINED ON THE LOAN AND; • THERE WILL BE NO CREDIT RATING OBTAINED ON THE LOAN. t,: 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. THE 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: LOAM 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 TERMSAND 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 TRANSACTIONAND 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 DIRECTLYAT 786-617-3758. MYEMAIL ADDRESS IS EDWARD.DEVARONA@CAPITALBANK-US. COM. SINCERELY, E 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 procurementOmiamiparking.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. ter? 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 Date Time Advertisement Date 12/21/2018 Closing of Solicitation 01/17/2019 2:00 prn 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 15t 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 ac'ept 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 Ii''en 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; 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), (3) 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. 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. (7) 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. (9) 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. K. TENTATIVE SCHEDULE* 'December 21, 2018 Issue Request for Proposal (RFP) January 8, 2014 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(@MiamiParkine.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 1. 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: .............................................................. ClosingDate: ....................................................... Interest Rates Options: ........................................ Up to $10,000,000 Aggregate Revolving Line A) $5,000,000 Taxable (est.) B) $5,000,000 Non -Bank Qualified Tax -Exempt (est.) Expected April 8, 2019 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 15Y 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; 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). (3) 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. 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. (7) 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. (9) 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. 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(@ MiamiParkine.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 City of Miami, FL Parking Sys Rev & Rev Rfdg Bonds Parking Sys Rev & Rev Rfdg Bonds Tax Exemnt Series 2009 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 9/30/2023 4,824,679 10/1/2021 1,940,000 2,883,304 4,823,304 9/30/2025 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 Loan Agreement Fiscal Year Principal 9/30/2019 150,000 9/30/2020 150,000 9/30/2021 150,000 9/30/2022 150,000 9/30/2023 150,000 9/30/2024 150,000 9/30/2025 150,000 Tota 1 1,050,000 APPENDIX B Estimated Historical & Budgeted Net Revenues Available After Senior Lien Debt Service $ Amounts in thousands (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. Budget Budget Fiscal Year 2013 2014 2015 2016 2017 2018(a) 2019(a)(b) Operating Revenues $27,791 $28,757 $31,652 $34,212 $32,118 $32,002 $42,025 Operating Expenses(`) (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 DebtService (d) (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 (e) (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 Honorable Mayor and Members of the City Commission: 40 NW 3rd Street Suite 1103 Miami, Florida 33128 Phone (305) 373-6789 Fax (305) 371-9451 www.miamiparking.com 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 lots 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; a -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, MPA collaborates with the English-, Spanish- and Creole -language media. • In-kind sponsorships, in the form of donated parking, were provided to numerous organizations such as, the Miami Book Fair in Downtown K4iorni, Coconut Grove Arts Festival, Sant La Annual Gala, "Innovate Miami: A Catalyst for Disruption," KivvaniaofLittle Havana Family and Fun Day, Holiday Toy Drive Raffle tmbenefit the children inthe shelter ofthe Lotus House, and the Back -to -School Supply Drive spearheaded by various legal organizations to benefit Big Brothers Big Sisters and Dade County Public Schools. * The Authority continues its participation in neighborhood parking advisory committees, which provides e platform for citizen input into the Authority's decision-making process. Our agency made significantirnpruvernentatoourvvebsheandvveb-basedappUcatons. This has led to an increased number of transactions and functions which can be handled remotely and without the need for u visit to our offices. Expanding our virtual transaction offerings will improve our customers' experience when having to place an order, pay abill orestablish mnaccount, among other things. The MPA continues to successfully manage 7�000 parking spaces for the Public Health Trust of Miami -Dade County as well as managing the parking operation for several Miami -Dade County and City of Miami Parks. The Authority continues to successfully maintain a relationship with the Adrienne Arsht Center for the Performing Arts as its primary parking provider. During the year ending September 80i 2018. the Authority estimates that it will contribute approximately $7,200,000 in excess revenues to the City of Miami. Highlights of the 2018-2019 Budget The budget reflects an $10,023,286 increase in gross revenue due to a proposed system- wide rate increase which shall become effective the second quarter ofthe fiscal year. MPA has not affected a formal rate change since 2009 while the cost of running the public parking system has continued to increase. The City's parking space inventory is curtailed by the loss of spaces associated with the permanent meter removals due to developments. To effectively manage the ever-increasing demand for public parking, innovative parking enhancements need to be implemented. Establishing competitive parking rates is a crucial element in achieving this goal. As we continue to experience growth throughout our City, additional parking enforcement officers are needed to increase compliance and provide effective and efficient coverage. In order to accomplish this, MPA will increase its staff by adding 31 officers. 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 1001 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. Sincerely, 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 P7 (Submitted to the City of Miami Commission For Approval) (Approved by the Off -Street Board of Directors July 30, 2018) 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) Increasel(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 617241 1,029,572 146,258 412,331 16.56 66.80 Parking Meter Parts & Installation 49,665 70,500 43,000 (6,665) (27,500) (13.42) (39.01) Legal and Professional 1,020,888 1,050,710 1,020,756 (132) (29,954) (0.01) (2.85) Bank Charges 1,972,326 2,187,000 2,188,414 216,088 1,414 10.96 0.06 Supplies & Miscellaneous 212,847 247,750 273,850 61,003 26,100 28.66 10.53 Other Expenses 155,513 204,306 203,506 47,993 (800) 30.86 (0.39) Advertising & Promotion 410,970 443,500 443,500 32,530 - 7.92 - Total Operating Expenses 17,629,454 17,595,461 19,180,276 1,550,822 1,584,815 8.80 9.01 Operating Results Before Depr & Amort 14,488,202 14,406,433 22,844,904 8,356,702 8,438,471 57.68 58.57 Depreciation & Amortization (2,673,315) (2,921,070) (2,921,070) (247,755) - 9.27 - Operating Results 11,814,887 11,485,363 19,923,834 8,108,947 8,438,471 68.63 73.47 Non -Operating Revenues (Expenses): Interest Income 108,052 10,000 10,000 (98,052) - (90.75) - Gain (Loss) on Disposal Property (20,674) - - 20,674 (100.00) #DIV10! 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) 8820 101.27 Budgeted Reserves - (300,000) (528,000) (528,000) (228,000) #DIVJO! 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 Operating Revenue Off -Street Facilities Parking Lots On -Street Management Fees Other Total Operating Revenue Operating Eapeases Salaries, Wages & Fringe Benefits Salaries - Regular Salaries - Overtime Salaries - Sick & Vacation Social Security Health Insurance Retirement Benefits - (Auto, LTD, STD) Tuition Miscellaneous Pay Repairs. Maintenance. Cleaning & Landscape Maintenance - Property Maintenance - Landscaping Maintenance - Elevators Maintenance - A/C Maintenance - Computers Maintenance - Garage Equipment Maintenance - Alarms Maintenance - TV Surveillance Repairs - Equipment Motor Pool Cleaning & Housekeeping Supplies Expendable Tools Clothing Signs Small Equipment Maintenance - Other Cleaning Security Security Armored Car Services Utifi ies Telephone Light & Power Water Insurance Property & Gen Liability Insurance Workers Compensation Insurance Assessment Exuenses Assessment Expenses - Repairs & Maintenance Assessment Expenses - Utilities Assessment Expenses - Office Supplies Assessment Expenses - Management Fee Assessment Expenses - Insurance Assessment Expenses - Security Rental - Building/Land Rental - Building/Land Revenue Sharing Revenue Sharing 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 $ $ $ Increasel(Decrease) Increase/(Decrease) 5,028,186 4,956,752 5,541,265 513,079 584,513 10.20 1179 8,136,278 8,620,098 9,733,337 1,597,059 1,113,239 19.63 12.91 17,208,835 16,735,600 25,002,269 7,793,434 8,266,669 45.29 49.40 1,329,670 1,294,444 1,285,809 (43,861) (8,635) (3.30) (0.67) 414,687 395,000 462,500 47,813 67,500 11.53 17.09 32,117,656 32,001,894 42,025,180 9007,524 10,023,286 30.85 31.32 5,409,929 6,223,456 7,192,909 1,782,980 969,453 32.96 15.58, 189,232 - - (189,232) - (100.00) - 432,887 403,786 439,326 6,439 35,540 1.49 8.80 365,589 398,091 421,553 55,964 23,462 15.31 5.89 394,024 357,195 357,225 (36,799) 30 (9.34) 0.01 505,025 349,023 535,615 30,590 186,592 6.06 53.46', 149,510 163,572 168,961 19,451 5,389 13.01 3.29, 17,258 - - (17,258) - (100.00) - 11,630 - - (11,630) - (100.00) - 7,475,084 7,895,123 9,115,589 1,640,505 1,220,466 21.95 15.46 327,514 171,400 204,200 (123,314) 32,800 (37.65) 19.14. 367,129 227,722 252,788 (114,341) 25,066 (31.14) 11.01 48,036 47,000 35,000 (13,036) (12,000) (27.14) (25.53) 20,276 19,600 22,500 2,224 2,900 10.97 14.80 68,421 81,750 89,500 21,079 7,750 30.81 9.48 179,319 86,170 106,120 (73,199) 19,950 (40.82) 23.15 11,481 18,900 15,000 3,519 (3,900) 30.65 (20.63) 18,771 18,000 17,000 (1,771) (1,000) (9.43) (5.56) 13,472 18,600 18,500 5,028 (100) 37.32 (0.54) 162,423 217,900 281,879 119,456 63,979 73.55 29.36 298,863 258,908 320,053 21,190 61,145 7.09 23.62 2,576 - 3,000 424 3,000 16.46 - 36,857 52,200 58,800 21,943 6,600 59.54 12.64 89,257 115,001 15,800 (73,457) (99,201) (82.30) (86.26) 72,215 74,000 74,000 1,785 - 2.47 - 14,785 3,500 4,000 (10,785) 500 (72.95) 14.29 7.62 1,731,395 1,410,651 1,518,140 (213,255) 107,489 (12.32) 961,927 841,534 784,800 (177,127) (56,734) (18.41) (6.74) 15,888 15,500 18,000 2,112 2,500 13.29 16.13 977,815 857,034 802,800 (175,015) (54,234) (17.90) (6.33) 218,776 256,500 240,900 22,124 (15,600) 10.11 (6.08) 330,051 293,998 286,392 (43,659) (7,606) (13.23) (2.59) 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) 564,695 418,348 468,278 (96,417) 49,930 (17.07) 11.94 20,877 78,039 93,481 72,604 15,442 347.77 19.79 585,572 496,387 561,759 (23,813) 65,372 (4.07) 13.17 152,802 117,670 117,670 (35,132) - (22.99) - 8,039 5,408 5,408 (2,631) - (32.73) - 4,287 3,986 3,986 (301) - (7.02) - 41,550 41,567 41,567 17 - 0.04 - 195,096 196,184 196,184 1,088 - 0.56 - 89,284 90,000 90,000 716 - 0.80 - 491,058 454,815 454,815 (36,243) - (7.38) - (9.94) (106,449) (106,311) (9.96) 1,069,277 1,069,139 962,828 1,029,572 66.80 883,314 617,241 146,258 412,331 16.56 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) Purkine Meter Parts & Installation Equipment Rental 22,326 27,500 18,000 (4,326) (9,500) (19.38) (34.55) Parking Meter Parts & Installation 13,231 43,000 25,000 11,769 (18,000) 88.95 (41.86) 35,557 70,500 43,000 7,443 (27,500) 20.93 (39.01) Leeal 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 Charees 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 - Overaget(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) Advertisine & 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 1,564929 1,584,815 8.88 9.01 Operating Results Before Depr & Anror 14,502,309 14,406,433 22,844,904 8,342,595 8,438,471 57.53 58.57 Depreciation & Amortization (2,673,315) (2,921,070) (2,921,070) (247,755) - 9.27 - Operating Results 11,828,994 11,485,363 19,923,834 8,094,840 8,438,471 68.43 73.47 Non -Operating Revenues (Expenses): Interest Income 108,052 10,000 10,000 (98,052) - (90.75) - Gain (Loss) on Disposal Property (20,674) - - 20,674 - (100.00) - Interest 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 Revenw In Excess of E rpenses 1,291,914 674,946 352,000 (939914) (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 Z018-19 has been reviewed and accepted by the Off -Street Parking Board; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference and incorporated as if fully set forth in this Section. Section 2. The Annual Budget for the Department of Off -Street Parking for the fiscal year commencing October 1, 2018 and ending September 30, 2019, in the amount of $19,180,276, excluding depreciation, and other non-operating expenses of $22,492,904, attached hereto and made a part hereof, is hereby approved and adopted. Page 2 of 3 Section 3. This Resolution shall become effective immediately upon its adoption and signature of the Mayor .-"ASSED AND ADOPTED 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 HIANII PARKING AUTHORITY Schedule of Revenues and Expenses Proposed FY 2019 Operating Budget — Line Item Descriptions Description of Line Items: Operating Revenue Off -Street Facilities - Revenue collected at parking garages, including daily customer revenue, monthly cardholder revenue and revenue derived from special events Parking Lots — Revenue collected at parking lots, including daily customer revenue, monthly decal -holder revenue and revenue derived from special events / rental of lots On -Street — Revenue collected from single space and Pay and Display meters located on -street as well as revenue derived from rental of metered spaces (production events, valet, etc) Management Fees — Fees charged to third parties (i.e. Miami -Dade County, Florida FDOT and City of Miami) for the administration of various parking / non -parking facilities Other — Majority of line item represents fees remitted by towing companies that assist in towing illegally parked vehicles from parking facilities / on -street spaces Operating Expenses Salaries, Wages & Fringe Benefits Salaries — Regular - Base salaries for all full time / part-time Authority personnel Salaries — Overtime — Overtime funds paid to hourly personnel Salaries — Sick & Vacation — Sick and vacation time for full-time Authority personnel Social Security — Social security taxes paid to the federal government for Authority personnel Health Insurance — Insurance premiums paid by MPA for full-time Authority personnel Retirement Employer portion of annual pension obligation paid to the MPA's pension plan for full-time Authority personnel Other Benefits — Insurance premiums paid by MPA on behalf of full-time administrative and operations personnel for auto, short-term disability and long term disability Page 1 of 6 Tuition — MPA provides educational assistance for regular full-time employees who have completed 365 calendar days of service in an eligible employment classification. The amount of assistance paid by the Agency is 100% of tuition costs up to a maximum of $3,000 in a calendar year providing the employee earns grade of "C" or better Miscellaneous Pay — Payment for the use of temporary labor for special events and special employee assignments Repairs, Maintenance, Cleaning & Landscape Maintenance — Property — Contractual expenses incurred in connection with the maintenance of parking facility structural components, excluding items detailed below Maintenance — Landscaping — Contractual expenses incurred in connection with the maintenance of parking facility landscaping Maintenance — Elevators — Contractual expenses incurred in connection with the maintenance of parking facility elevators Maintenance — A/C — Contractual expenses incurred in connection with the maintenance of parking facility, operations and administrative office air conditioning units Maintenance — Computers — Contractual expenses incurred in connection with the maintenance of parking facility / administrative office computer equipment Maintenance — Garage Equipment — Contractual expenses incurred in connection with the maintenance of parking facility revenue control equipment Maintenance — Alarms — Contractual expenses incurred in connection with the maintenance of parking facility revenue alarm / security systems Maintenance — TV Surveillance — Contractual expenses incurred in connection with the maintenance of TV surveillance cameras located in garage facilities Repairs — Equipment — Non -contractual repairs associated with parking facilities Motor Pool — Expenditures associated with Agency vehicles including gas, repairs and lease payments for leased Agency vehicles Cleaning / Cleaning & Housekeeping Supplies — Contractual expenses and cleaning supplies purchases for the maintenance of parking facilities / administrative offices Expendable Tools / Small Equipment - Maintenance tools and maintenance / office equipment purchases that do not exceed $1,000 and therefore are not considered a capital asset Page 2 of 6 Clothiniz — Uniforms for operations personnel Signs — Maintenance and purchase of signage for both off-street and on -street parking facilities Maintenance — Other — Annual contractual maintenance fee incurred for Authority telephone system Security Security — Contractual expenses incurred for security personnel who perform surveillance of parking facilities Armored Car Services — Brinks services for the pickup of cash at specified locations Utilities Telephone — Expenses paid to telephone carriers for the usage of telephone lines and cellular phone lines (i.e. AT&T, Sprint) Light & Power — Electricity expense for all parking facilities / administrative offices (FPL) Water — Water expense for all parking facilities / administrative offices (Miami -Dade Water and Sewer) Insurance Property and General Liability Insurance — Insurance premiums related to property, general liability, and directors and officers liability coverage Workers Compensation Insurance-- Workers compensation premiums for Authority personnel Rental — Building /Land Rental Building/Land — Fixed, contractual lease payments paid for the rental of parking lots managed and not owned by the Authority Assessment Expenses Assessment Expenses — The expenses for the Courthouse Center Garage condos that are accumulated and paid to the condo association. The items in this category include but are not limited to: repairs and maintenance, utilities, office supplies, management fees, property insurance and security Page 3 of 6 Revenue Sharing Revenue Sharing — Payments made to lessors of parking lots that are managed by the Authority. These payments are based on a % of either gross or net revenue derived by the parking lot Parking Meter Parts & Installation Equipment Rental — Rental of golf carts for security personnel to roam facilities, rental of office copiers Parking Meter Parts & Installation — Purchases of parking meter supplies / parts to replace defective parking meter equipment Legal and Professional Property Surveys, Platting — Expenditures incurred related to property surveys and platting of prospective parking facility acquisitions Legal Services — Legal fees paid to City of Miami for City Attorney services Trustee Fees - Fees paid to Trustee of Authority bonds Audit Fees — Fees paid in connection with the annual audit of the Authority's financial records Pay and Display Fees — Service contract fees paid to parking meter vendors, parking consultants, payroll processing fees, website redesign fees, rating agency fees in connection with the Authority's bonds Bank Charges Bank Charges — Bank fees and credit card processing charges associated with the Authority's parking facilities Supplies and Miscellaneous Postage & Courier Services — Postage expense for Authority's mailings Printing — Printing of tickets and decals for parking facilities and customer service pamphlets Office Supplies — Desk supplies (i.e. paper) for all Authority facilities / administrative offices Office Equipment — Office equipment purchases that do not meet threshold for capitalization Page 4 of 6 Computer Supplies — Computer supply purchases for all Authority facilities / administrative offices Computer Software — Computer software purchases for all Authority facilities / administrative offices Other Expenses Licenses & Permits - Miscellaneous licenses and fees Miscellaneous — Payment for medical exams and back ground check for employees (new hire and worker comp cases) and mystery shopper program Travel - Business travel expenses incurred for parking related conferences Training -Training expenses for all employees Meetings and Conventions - Business meeting expenses for all employees Publications — Miscellaneous business publication subscriptions Membership dues — Membership dues for various parking related organizations and professional associations Advertising & Promotion Promotional — Promotional materials distributed to customers at special events / customer appreciation week Public Relations — Contractual expenditures related to public relations consultant services and sponsorships of various charities and non-profit organizations Advertising — Media advertising expenses (i.e. radio, television, and printed media) Page 5 of 6 Non -Operating Revenues / (Expenses) Depreciation & Amortization — Depreciation related to parking facilities, including building and structures, leasehold improvements, furniture and fixtures, and parking equipment Interest Income — Interest and gain/losses on Authority investments Interest Expenses — Interest expenses and amortization of bond issuance costs incurred in connection with the Authority's bond issue. Excess Revenue Distribution to the City of Miami — Operating revenues in excess of. (a) operating expenses; (b) debt service payments; and (c) renewal and replacement capital requirements and reserves for working capital needs. Budgeted Reserves — Funds that are based on sound fiscal principles designed to allow the Authority to maintain continuity of operations in adverse conditions while being mindful of our fiduciary reasonability to residents and visitors, both current and future generations. Page 6 of 6 APPENDIX D Senior Lien Bond Ordinance COMPOSITE ORDINANCE NOS. 11693 AND 11719 CITY OF MIAMI, FLORIDA PARKING SYSTEM REVENUE REFUNDING BONDS, SERIFS I"s TABLE OF CONTENTS Page ARTICLE I DEFINITIONS sc.tionioi. Mern1ng-dW.rds=dTarms . ........ .... :� ...... ........ ................. ......... ...... ..2 Section 102. Rules ofConstrxflon ..... ................... ........ ................ .......... : .... ....... 13 Section3()3. ARTICLE II - ............. DETAILS OF BONDS; AUTHORIZATION ()F DEFEASANCE OF 1993 BONDS Redemption Notice ........ ... ... ........ .... ....... . ................ Section 201. Limitation on issuance of Bonds .......... .... ......... ...... ...... 14 Section202. DtallsofBonds.- 14 Section 203. Execution and Form o£ Bonds .......................... .. ........ ...... .15 S'cfioi,204. Exchange oI Bc,06 .................................................................................... .. 21 Section 205. Negotiability, Registration and Registration of Transfer of Bonds .................... 121 Section 206. Ownership ofBonds... .. ....... ......... ......... ...... . .... L. ........ .... "' - ............. 21 Section 207. Authentication of Bonds""I ... .. ....... I-- .. ................... 21 Section 208. Authorization of 1998 Benda .-.- . ..... ........ .................... 22 Section 209. Additional Bonds for Additional Symant Fwifide ............. ..... --- 21 Section 210. Additional Bonds for Completion Purposes ......... ....... r- .. ....... ...... .. 26 Section 211. Additional Bonds for Refunding Purposes.......... ............ ... ... -- .............. IS Section 212. Temporary Bonds ...... ..... ...... ........ .... 30 Section 213. Mutilated, Destroyed, Lost, or Stolon Bonds....................................... ......... ..... 30 Section 214. Qualified Derivative Agreements .... ...... L--- . ..... 11 "1" 1130 Section 215. Authorization ofDoftcisanou of 1993 Bonds..................... ................... ........ - 31 ARTICLE HI REDEMPTION Section. 301. Redemption Generally-....,- .. ! .......... ... ..... .. ..... . ........... : .......... ... . ...... . 31 Section 302, Extraordinary Redemption ofall Bonds .. .......... L .... ................... .......... ................ 31 Section3()3. Scled�oncrfBmdsorPodonsthemoftobeRMnv-A. - ............. Section 304, Redemption Notice ........ ... ... ........ .... ....... . ................ . ..... .. ...... Section 305. Effect of Calling for RO(WmImM ... .................... .... .. .... '.' Section 306. Redemption of portion of Registered Bonds .............................. ...... .............. 33 gcoelon 307. Use of(3ovcroment Obligations W Redeem Bonds.......................................,,..33 Section log, Cancellation .. ......... .. -, .............. ''rr -1 ............... '"'33 ARTICLE IV' Section 716. CONSTRUCTION FUND ..... 59 Section 401 Construction Fund ........ ....... .......... r "I'll' ....... .. ... .. . . ...... ........ ... 31 Section 402 Payments firom Construction Final .. ... ....... ........ . L.I ...... .. ....... 111:11'A : Sectio. 403. .. Om of 1998 Project and Additional System Facilities .............. ..... . ..... 34 ................................. Section 404, Praocecls Aocount ...... . ..... ....... . ....... .... ..... . L".....- -" " I'll"' .... .......... 3$ C-1 TABLE OF CONTENTS TABLE OF CONTENTS (continued) (continued) Page Page ARTICLE V Section 715. Coritraou, Lon os and Other Agreements.. - ......... ....... ....... .................... 59 REVENUES AND FUNDS Section 716. .... .. ... ... interim Indebtedness; Short Term Indebtedness -, . ..... ......... .......................... ..... 59 Section 717. Financing of Special Purpose Faoilitie� ................ .. ...... ........... ..... 60 Section 501. EstablishmentofFun& .................... ....... ................. ............ 35 Section 718 Subordinated Debt . ....... ......... ....... . ...... .... .... 60 Section 502. Revenues Received by the Department ............. .................... Section 719. EngagemerrE of Accountant, hmmance Consultant, and Parking Consultant 61 Section 503. Application of Money in Revenue Account ........... ....... ....... .............. 36 Section 720, Further Instruments and Actions ....... . ....... 61 Seoden 504. Application OfMoacy in Int -A Acw=t Ir L ..................... ....... .. ..... 38 Section 7A 1. Use o f R-enues end In"simerit Acitioes.. .. ..... .. ........ 61 Section505, Application of Money in Nincipal Account ............... 38 Section 722, No Free Packing at City Facilities "I ....... ... I ................ 62 Section 506. Application of Mon in Soaking Fund Accoont .... ........ 39 Section V-3. Department to MaW� City Parking Fwili6Qs .... ....... ..... ......... .......... ....... 62 Section 507� Appli4etion ormcney iz Rmr�ro Account ................:.......................................39 .. ........... ......... ......................41 Section 724. Biennial Inspection - ......... ......... : ............ ....... ...... 62 Section 50k Appbcadon orMoney in the littmuwal tied Replacement Account... 43 ARTICLEVIII Section 509. Application of'yfoncy in ffie General Ruseme Account-, ................ 43 REMEDIES Section 6 10, Application of Money in the Redemption Aooant ....... ....... ........ ......... ...... 44 &cfi.n 51 L Insurance and Condertmati.. Award Account r".. I "I ..... . ... . .. .... .......... 46 Section 90t. 6xftmim ofInterest Payment ....... .............. ......... " 62 Section 512 Funds Held in Trust . ........ ..... L ........ ....... .. ............ Section 902, Events of Nfwh ; .. ........... ........... .. .... .... ....... .......... . 612 Section 513 Cancellation ofB�ds ..... ........ .............. .......... ........... .......... 46 Section 903. Acceleration ofMatutities - .- .......... ...... ..... . .... .. L ................ 63 Scuoon 514 Disposition DfFund Baliances L ......... ...... --11111111-- ............ - 47 Section X04. Remedios . ...... .. ...... . - - .. .................... ...... ....... .... ...... 64 Section 515. Security for the Bonds ........ ....... ........... ....... .................. -- .......... I .......... 47 Section 905, Ealbroemem of lsamedieS11 ...... ........ ......... -""" L . ..... -"64 Section 516. Rebate Fund ................. 1...................................... 47 Section 806. Pro Rate Application of Fonds ......... . -11 .................... ... ............. .... .... .... 65 ARTICLE VI Section 867, Effect of Discontinuance of Proceedings............... 66 DBpOSITARIRS OF SECURITY FOR DEPOSITS, INVESTMENT OF FUNDS, Section ilog. Cont.[ fProoeedings by Holders— ....... ...... .. .. 66 66 -MONEY, AND COVENANTAS TO ARBITRAGE Section 809, Resixictiorts L7pQn Aowns by findiVidual Holders. 67 Section 601. Security far Deposits ...... ....... ........... ....... .......... ................. 41t Section 810, Section 81 1 Enforcement of Wghh ofAetion.. ........... ..... ..... ...... ..... ...... .......... . No Remedy BxclusivD .... .......... - .. ........ : .......... . ....... ....... ......... ..... -- .......... ...... 67 Section 602. .............. ........................... Investment of Money 1-11 ..................................................................... ..... 48 Section 812 Delay Not a Waiver .............. ........ rr ................ _ 67 Section 603, Valuatio............................................................ ............... 49 Section 813. Notice of Default ........... . ....... ......... ....... ............ ......... ... 68 Section 60`4L Tax COVertaint.............................................49 Section 814. Right to Enforce Payment ofBonds Unimpaired ................ ... ..... . ........ 69 ARTICLE V11 ARTICLE LX GENERALS COVENANTS AND REPRESENTATIONS THETRUSTEE Section 701. Payment prPr....olpal, Interest and Premium ..................... ................. 51 Seqlim 901, Acceptance offruzU ........... .. rr .. ......... : • : .. . ...... ........ ... ...... ........... 68 Section 702. Construction oI M Pm ectad Additional System Facilities 51 Section 902. Indemnification ofTnLctm so, Cond�ticm for Remedial Action Upon Section 703, Operation of P*'ng SySion' ........ .... 1 11.11, .......... ... ....... 52 DirectonofHoldoxs- � .. ........ : .............. LL- r ............ ................ ........ ..... 69 Section 704. Rate Covenant.............. .................. .... ....... L ....... ......... - 512 Suction 903, Limitations on Obligations and Responsibilities ofTAt0eL- ... ................ 69 S -6e. 705. Budgets and Covenant W to Current E.penseq .. ... ...... - ...... ...... -r ___ 53 Section 904. Trustee Not Liable for Failure of Department to Act ..................... ........ 69 Section 7X Covvitants with Credit Banks, Insurers and Reserve Product Provide __ 53 Se4tion. 905. Compensafon ofTruace and Paying Agent .69 Section 707. Records, Accounts and Audits ........ ....... ......... ........... __ 54 Section 906. Monthly Statements from Tmstoa .... ... ....... ............. 69 Section 708. frtsuranoc .......................... . ........................................ ....... 55 Section 907. Trustee Protected in Relying on Certain Documents.. ....... ..... .... r 70 Section 709. Notice of Taking; Cooperation 001111ses ...... ..................... 55 Section 908. Notice of Default............................. ....... L .1 ..... .......... 70 Section 7 10. Insuranco and. Eminent Domain Proceeds...................................................55 .. Section 909. Trustee Not Rosposisib[e for R"Us ... . ..... ... r r j� .. .......... 70 SeQfion7t1. Compliance with Applicable Law . ........... ............ ....... ....... ........ ..." --- 57 Section 9 10. Trustee May Mal in Bonds ........... ... ....... ....... L ............... - ....................."74 Section 712. Payment ofChaygm and Coverient Against FReurabrances ... ......... .............. _ 57 Section 911, Resignation and Rernoval offrostee Subject to Appointment ol'Succomr 71 Section 713. Disposition of PpAing Systcrn ................. ... ........... ............... 57 Section 912. ReAgnabonafTrustets . .................... ........ .......... r ..................... ........ ..... 71. Section 714, Additional Systom. Fwliities, Additions to the Parking System........ ..... .. ___ 59 C-1 TABLE OF CONTENTS (continued) Page Soction913. Removal DFTmsto..,..........,,............................................................................. 71 Section 9l4. Appointment of Successor Tmstex'.................................................................... 71 Section915. Vesting eFDulios in Successor Trustee.................................................. 72 ARTICLE X EXECVIION OF INSTRUMENTS BY HOLDERS, PROOF OF OWNERSHIP OF BONDS, AND DETERMINATION OF CONCURRENCE OF HOLDERS Section 1001. Execution oflnstrwnents by Holders ................................................................ 72 ARTICLE XI SUPPLEMENTAL ORDINANCES Section 1101. Supplemental Ordinance Without Bondholders' Consent ................................... 73 Section 1102. Supplemental Ordimence with Bondholders' Conant ......................................... 74 Section 1103. Supplemental Ordinances Pantuf Ordinance ....... ... .......... ......... ........ _,............... 75 Section 1104. Series Ordinance Not a Supplemental Ordinance.,.......... .................................75 ARTICLE XII DEFEASANCE Section 1201, Cessation oflnterest ofBondholders... ............................................................. 75 ARTICLE XIII MISCELLANEOUS PROVISIONS Section 1301. EffectofCe Vawts................ ......... ...........,,..,........................ ............... ,....... 77 Section 1302. MannerafGWng Notice .. ...... ............ ....... .-....... ,,... ........................................... 77 Section 1303. SurceessorsEp of Paying Agent and Bond RegisVar...................................,....,... 78 Section 1104. Suocumnhip of City Officers.............................................................................78 Section 1305. Inconsistent Ordinances....,................................_,,...........,....._..,....,.................. 79 Section 1306• Headings Not Partof Ordinanw...........................................................,, 79 Section 1307. City, the Board, Deportment, Trustee, Bondholders, Insurers, Credit Bank and Reserve Product Providers Alone Have Rights Under Ordinance ................ 79 Section 1308, EMetof Partial Invalidity ... .............. ....... ......... .��.,.....,..,,.,.....,..,....,,�.,....,..,,...�,. 79 Section 1309 - State law Governs...,,,,, ....... .................... ....... ................ .. 79 Section 1310. Repeal of Ordinance 16115 ....................... 79 Section1311. Nodco................ .......... . ,.....,...,........................... ,,........ ,,....... ,,........ ,,... ......... 79 Section 1312. Provisions Relating to Insurers.......................................,,............ ..,,,.1.......... 80 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 order w pmmpdy commence the 1998 Project (as beremaRer 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 emadentat of this Ordfnarµ:e by at least a four - fifth, veto, hereby waives all notice requircments for the regular enactment of municipal omiinanoes, 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 OF MIAMI, FLORIDA: ARTICLE I DEFINITIONS Section IOL Moanin t and Words and Terns. in addition to words or terms elsewhere defined in this Ordinance the following words and terns as used in this Ordinmoa shall have the fallowing meanings, unless some other meaning is plainly intended: "Accountant" means the certified public accountant or firm of corfifled public accountants engaged by the Board under the provisions of Section 719 of this Ordinance. "Accreted Value' means, the value specified in any Series Ordinarrea for any date or dates specified in such Series Ordlnmec as the principal amount of Capital Appreciation Bonds, plus the amount of interest that has acemted thereon, If such date shall not be specified in such Series Ordinance, "Accreted Value"sha11 mean a portion of the difference between the Acomted Value as of the immediately preceding date specified in such Series Ordinance and the Accreted Value ofthe immediately succeeding date specified in such Series Ordinance calculated based on the assumptioo that accreted value accrues during any period in equal daily amounts on the basis ore year of twekve 30 -day months. "Additlonal Bonds" means the Bonds of the City authorized to be issued under Sections 209,2 10 and 211 of this Ordinance. "Additional Facilities Account" means the account in Tho Construction Fund created and so designated by Section 401 of this Ordinance, "Additional System Fwditles" means (a) any parking garages and off-street parking facilitias and on -street parking meters that are not a part of the Parking System as of the data of this Ordinance, including all land, buildings, 4ructures, equipment and appurtenances uens6Wling a part thereof, (b) all enlargements of and improvements and addition to any existing or flituin buildings and structures that constitute a portion of tho Parking System, and (o) all 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 ISSC.ANCE OF AN INITIAL SERIES OF BONDS IN AN AGGREGATE PRINCIPAL .AMOUNT NOT EXCEEDING 114,500,000 FOR THE PURPOSE OF REFUNDING THE OUTSTANDING PARKING SYSTEM REVENUE BONDS, SERI ES 1992A OF THE CITY AND PAYING THE COSTS OF THE ACQUISITION .AND CONSTRUCTION OF PUBLIC PARKING FACILITIES WITHIN THE CORPORATE LIMITS OF THE C17Y OF MIAMI; AUTHORIZING THE USE OF DEPARTMENT FUNDS TO DEFFASE THE OVISTANDING 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 AMOUN`S AS PROVIDED HEREIN; AUITIORIZING OTHER CLASSES OF INDEBTEDNESS TO BE SECURED AS HEREIN PROVIDED; NETTING FORTH THE RIGHTS AND REMEDIES OF THE HOLDERS OF SUCH BONUS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR THE REPEAL OF ORDINANCE N0, 101I5; 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 Chartur of the City, to own and operate, through the Department of Off -Street Parking of the City, facilities for the parking of motor vehicles, to operate such facilities as a proprietary function and an enterprise of the City, and to collect fees and charges for the use and services ofsuch facilities; and WT WREAS, the City is also authorized pursuant to the Constitution and laws of the Slaus of Florida and its Charter, to issue revenue bonds to pay the casts of acquiring and constructing such facilities and W refund such bonds and to pledgo to the payment Thereof certain revenues as heroinafler more particularly described; and WHEREAS, pursuant to OrdinanceNo. I0 l5, enacted by the Cityon June 26, 1986, as supplementzd and amended, the City has issued its $4,725,000 Parking System Revenue Bonds, Series 1992A (the "1992 Bonds') and its $15,515,000 Parking System Revenue Refunding Bonds, Sedos 1993A (the "1993 Bonds') ; and WHEREAS, the City has determined that it is in the best Interest of Ibe citizens and taxpayers of the City that it utilize cern" funds on hand to defsase the lien of the 1993 Bonds, and that it issue revenue bonds under the terns hereof to finance the cost of certain public parking improvements more partleulariy, described herein and W refund the 1992 Bonds, and that it provide for the issuance of such bonds and other mveauc bonds under the terms hereof, and renewals and replacements of any of the foregoing, which parking garages, off—street parking facilities, enlargements, improvements, additions, renowals and replacements are financed as a whole or in part through the issuance of Additionai Bonds or with money held in the General Reserve Account. "Annual Budget" means the budget adopted or In effect for each Fiscal Year as provided in Section 705 of this Ordinance, "Appreciated Value" shall mann the valve specified in any Series Ordinance for any date or dates specified on such Series Ordinance as the Appreciated Value with respect to any Capital Appreciation and rncanc Bonds. If such date of calculation shall not be specified is such Series Ordinance, "Appreciated Value" shall mean a portion of the difference between the Appreciated Value ss of the immediately preceding date specified in such Series Ordinance and the Appreciated Value as of the immediately succeeding date specified in such Series Ordinance calculated basin upon an assumption that Appreciated Value accrues during any period is equal daily amounts on the basis of a yearof hvelve 30, -day months. As of any date of calculation on and altur the Interest Commencement Date, the "Appreclated Value" shall mean file 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 years for which such Bonds are Wtsfanding, "Board" means the Off -Street Parking Board created by the Charter of the City. "Borg" or "Bonds" means the Series 1998 Bonds and any Additional Bonds issued hereunder, "Bond Counsel" means any attorney at law or Rum of attorneys retained by the City, of nationally recognized experience in matters pertaining W 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 crealed and designated the Miami Parking System Bond Fund by Section 501 of this Ordinance. "Bondholder" or "Holder" or "Owner" or any similar tam means the registered owner of any Bond ontstsnding. "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 my portion of the Bonds; and with respect to the 1996 Bonds, shall moan the 1998 Bond Insurance Policy. "Bond Registme' mean a bank or trust company either within or without the State Drat is designated as such by the Bawd, such bank or trust eompany being the same bank or trust company designatod to act as Trustee. "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 prinolpal earpemte tnust ogee are authorized or required by law or axecutivo order to oloso, or (ii) a day on which the New York Stock Exchango is closed. "Capital Appreciation Bonds" shall mean those Bands w to which interest is compounded periodically on each of the applicable periodie dates designated for compounding and payable in an amount equal to tho 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 seeming interest is not paid prior to tlrc spucified Interest Commencement Date and is compounded periodlcally on certain designated dates prior to the Interest Commener:ment Date for such Series of Capital Appreciation and lncomo Bonds, all as so designated by a Series Ordinance. "Capital Funds Budget" for any Fiscal Year means the amount eslimuted by the Board to be nocessary for the extension, improvement; enlargement, renewal, or replacement of the Parking System, whether, the sane are. to be commenced, continued, or compacted dung such Fiscal Year or themaftcr. "Certificated Bonds"means any Bond %%Well 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 Chicf Financial Officer of the Department or his desagnoe or the officer succeeding to the Chief Finatrcial Officer's principal functions. "City" means Thu City of Miami, Florida, a municipal corpmgtion, "City Attomey" means the City Aitomey of the City or the person succeeding to the principal functions thenrof. "City Clerk" means the City Cleric of dre City, any Deputy Clerk or any ot£ecr 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 Construction Fund by Section 401 of this Ordinance. "Cost" as applied to the 1999 Project and any Additional System Facilities financed with Bonds or other available funds, mems, without intending thereby to limit or restrid any proper dofiniflon ofsueh word under law, all items of cost set forth in Section 403 ofthis Ordinance. "County" means Miami -Dade County, Florida, a political subdivision of the State. "Escrow Agent" means a bank or trust company, either within or without the State designated as Escrow Agent in the Escrow Deposit Agreement and performing such functions 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 Bonds and other funds of the City shall be held, investcd and applied by the Escrow Agent as provided in this Ordinance and the Escrmv Deposit Agreement, "Event of Default" means each of those events of default set forth in Section NO2 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, unlrrss the Trustee is notified in writing by the Director of a change in such period, in which case the Fiscal Year shall he the 12 - month period set forth in such notice. "General Aeserve Account" means tbu account in the Parking System Fund created end so designated by Section 501 of this Ordinance, '1Govemmenl Obligations" means (i) direct obligations of, or obligaUens the payment of the principal of and the interest on which is guaranteed by, the United Status ofAmeriaa 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 two or more nationally recognized municipal rating agencies, "Holder 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 other documents that he desires and is entified 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 Consull ir' means a person or a firm of persons of favorable repute in the State, for skill and expedenee 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, sheaf 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 terms of this Ordinance, all municipal securities insured or guaranteed by it aro then rated, because, of such insurance or gumailce, in one of the two highest rang categories (without regard to pluses or minuses) by at 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 501 of this Ordinance. C-3 "Credit Bank" shall moan 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 credit or liquidity enhancement facillty (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 Exponsos" 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 generality 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 the Parking System, payments to other governmental entities for current expenses for the operation, maintenance and repair of the Padang System. insurance premiums and expenses and accumulalion ofappmpriate reserves for self-ireurance, engineering expenses relating to the operation, maintcnanee, or repair of the Parking System, fees and expenses of the Trustee and the Paying Agent, legal expenses, foes of consultands, 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 depmciatinn, any principal payment in respect of capital leases or Subordinated Debt any deposits to any Fund or Account created under this Ordinance or any payment to any governmental entity for capital costs. "Daily Newspaper' moans a newspaper regularly published in the English language on at least five days in each calendar week. "Def cult" means any Event of Default and any event that, after notice or lapse of time or both, would becornc 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, baud or body succeeding such Department by whatovor name at the time givon 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 selected 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 olidw Director. "Eminent Domain" mans the eminent domain oT 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 provxdings to exercise such power. "lawresl. Commencement Date" means, with respell to any particular Capital Appreciation and Income Bonds, the date specified in the Series Ordinance authorizing such Capital Appreciation and Income Bands ager which interest accming on such Capital Appreciation and Income Bonds shall be payable on the dates specified in such Series Ordinance. "Interest Payment Date" means each mterasi payment data applicable to a Series of Bonds as specified in the Series Ordinance with respect to such Series of Bonds, "Interum Indebtedness" means indeblednass of thc 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 ofFlosida. "Net Proceeds" means the gross proceeds derived from insurnnco or as an award arising from Eminent Domain, less payment of attorneys' fees and expenses properly incurred in the collection ofgross proceeds. "Net Revenues" means the excess of Revenues over Current F,xpcnses. "I992 Bonds" mean the City's outstanding Parking System Revcnuc Bonds, Series 1992A, "1993 Bonds` means the City's outstanding Parking System Revenue Refunding Bonds, Series IW3A. "I998 Bond tosurwac Policy" shall mean the 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 parking facility on Watson Island, renovation and rehabilitation of a 495 -space parking garage to be looted at 40 NW 3m Street, payment of litigation and settlement costs and expenses related to the Coconut Grave Playhouse lawsuit between the Da:parmuct and the State of Florida Department of State, and other parking -related improvements and facilities. "1498 Project Aecounl" 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 dewmtination, one- fourth of the amount shown by the Annual Budget as Current Expenses for the then current Fiscal Year. "Option Bonds" means floods subject to tender for payment prior to their maturity at the option of the Halder 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, m die same has been supple-untod and amended, "Outstanding" when used with rafarence, to Bonds means, as of a particular date, all Bonds theretofore issued under this Ordinance except (l) lands theretofore canceled by the Trustee or delivered to the Trustee for cancellation; (2) Bonds for the payment of which money, Government Obligations, or a enmbbiation of body in an amount sufficient to pay on the date or dates when such Bonds ate to be paid or redcetned 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 Trustee, the Paying Agent or m escrow agent in bust for the Holden of such Bonds; Government Obligations shall be deemed to he 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 sufficiant to pay on such, date the Redemption Price of, and the interest accruing on, such Bards to such dale; and (3) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to this Ordinance. "Parking Congu$anC' means any engineer, engineering firm, firm of certified public accountants, parking consulting firm or corporation, or other qualified pomon, firm or corporation of favorable repute for skill and experience in performing We duties for which it is employed by the Board under Section 719 of this Ordinance. "Parking System" means, except as provided below, all existing real property, parking garages, parking lots, off -sheet parking facilities and related facilities„stnwtures, equipment and machinery presently owned by the City or the Department and operated by the Deparbnent in connection with the public parking of motor vehicles; the on -street packing meters installed at any limo or near the curbs of the streets within the jurisdiction of the Department (subject to removal or relocation, m 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 W this Ordinance. "Parking Sys(cra” 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 rate of interest with respect to such Bonds. "Proceeds Account" means the account in the Construction Fund to be, created and so designated by Section 404 ofthi.e Ordinance. 'X)ualified Derivative Agreement" means an agreement between the City and a counterparty, creating Qualified Derivative Payments. "Qualifed Derivative Payment" shall mean a payment obligadon created by a Qualified Derivative Agreement, such as an interest rate swap, collar, cap, or other functionally similar agmemeni, such payment being equal to interest on a notional amount, based upon a fixed or a variable rate index or formula, provided that, in order for a payment to be a "Qualified Derivative Payment," the long-term unsecured debt of the ceumerparty to the Qualified Derivative Agreement to which such payment pertains must beat all times rated in at hast 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 rofemice to Interest 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 counfeaparty), "Rebate Acoeum" means the account in the Miami Parking System Fund designated as suet created in Section 501 hereof, "Rodemption Account" means the account in the Bond Fund created and so designated by Section 501 of tris Ordinance. "Redemption Price" means fisc principal amount of a Bend 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 an, designated by Section 50I of this Ordinance. "Renosval and Replacement Account Requirement" for any Fiscal Year means that amount established as such form time to time by the Board, which amount shall not W less Wan $250,000, or such greater amount as the Parking Consultant cooties is necessary for We purposes ofthe Renewal and Replacement Account for such Fiscal Year. "Reserve Account" means the account in the Bond Fund created and so designated by Section 501 of this Ordinance. "Reserve Product" means m insurance pulley or surety bond or letter of credit, line of credit or other credit favi Pity deposited In We reserve account in llou of or in substitution for the cash required to he deposiled pursuant to Section 507 hereof. C-4 structure, commencing at such height above such Id, garagu or structure as shall nal materially interfere with the operation thereof m 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 Series, the Trustee and any other banks or trust companies at which the interest on the Bonds nfeach Series an; payable "Principal Account" means the account in the Bond Fund created and so designated by Scdicn 501 of this Ordinance. "Principal and Interest Requirements" means the rospoctivo amounts which are required in each Fiscal Year to provide: (a) for paying the interest on all Bonds then Outstanding which is payable in such Fiscal Year, (b) for paying the principal of all Sods] Bonds and Term Bands then outstanding which is payable in such Fiscal Year, and (c) the Sinking Fled Requirement for such Fiscal Year for all Tom Bonds then Outstanding, With respect to Vanable Rate Bonds, the interest rate used to calculate Principal and Interest Requirements shall be assumed to be one hundred ten percent (110%) of the greater of (a) the daily average interest rate on such Variable Rale Bonds during the twelve months ending with the month precding the date of ealcufalion or (h) the most recent effective interest on such Variable Rate Bonds prior to the date of cacutuim If such Variable Rate Bonds were not outstanding for a full twelve months ending with the month immediately preceding We date of calculation, the rate described in clause (b) of the immediately preceding mmenoe shall be used with respect to Option Bonds, the data or dates of tender shall be disregarded, uses actually tendered and not remarketed, and the stated 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 data of tender, For all purposes of this Ordinance, if, with respect w any Senes or potion of a Series of Variable Rate Bonds, the City ontors into a Qualified Derivative Agreement providing for payments to the City which are pledged to We payment of interest on such Bands in on amount equal to interest on a "anal amount equal to the principal amount of such Bonds (which may include all or any potion of the pnacipal ameumt of a Series of Variable Rate Bonds) outstanding, based upon a fixed rate or a variable index or formula different from that used to calculate interest on such Bands, then the effective rate of interest to We City with respect to such Bonds taking into account (i) the wtaal interest rata home by such Bonds, (ii) payments to be received by the City pursuant to such Qualified Denvalive Agreement and (iii) payment obligations of the City to the counterparty under such Qualified Derivative Agreement, all bated upon Interest on such notional amount as determined by reference to a fixed rate or variable "Reserve Product Provider" means the issuer ofa Reserve Product and shall mean MBIA Insurance Corporation (the pnnelpal operating subsidiary of MBIA, 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 Ution 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) 125% of the average annual Principal and Interest Requirements calculated with respect to all Series of Bonds Outstanding hereunder, or (iii) 10% of the aggregate staled original principal amount of all Sems of Bonds Outstanding hereunder, provided, however, that w determining the aggregate stated original principal amoum of Bonds Outstanding for the purposes of this clause (Iii), the issue price of Bonds (net of 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 (211.) of the stated redemption price at maturity. "Revenue Account" means the account in the Parking System Fund crested 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 Intenm Indebtedness. (b) incorkic received by the Department under any agnoement to manage or operate facilities on behalf of any poison, (c) any proceeds of business intemmption insurance, and (d) the investment income on, and the incoma 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 Systcmi (iii) income from the operation of any facilities to which reference m made in Section 717 hereof for so long as such facilities are not part of the Parking System; (iv) W the extent and for so long as such income is pledged to secure the financing for the same, rental income fro n the leasing of any land used in connection with, or income from the operation or, any facilities to which refeor»co is made in Section 717 hereof; (v) any proceeds of insumnco other than as mentioned above; (vi) investment income from the investment of moneys in We Constniction Fund; and (vii) tie proceeds of any borrowing, "Serial Bonds" means Bonds of any Series that arc designated as such in the Series Ordinance for such Scries. "Series" means any bodes of Bonds issued at any one time under Sections 208, 209, 210, or 21 E of this Ordinance. "Sens Ordinance" means collcctivcly the ordinances and resolutions of the City Commission that are adopted prior to We issuance of any Series of Bonds urakr Sections 208, 209, 210, or 2i l of Wis Ordinance. 'Ire Series Ordinance shall (a) determine or provide for the determination of the details of We Bands of sucb Series, including, among other things, die data thereof, the rates of interest payable thereon, the maturity dates thereof, the Sinking Fwd 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 Bends andler Option Bonds, (c) provide for the application of the proceeds of the Bonds to which such Series Ordinance relates, (d) provide tho Accreted Value of Capital Appreciation Bonds and the Appreciated Value and Interest Commencement Dade of Capital Appreciation and inwmo Bonds and (u) include, any other necessary or desirable provisions not inconsistent or in conflict with the previsions ofthis Ordinance. "Short Tenth indebtedness" means indebtedness maturing not more than 355 days after it is incurred, but shall not include accounts payable and accrued liabilities retailing to Current Expenses. "Sinking Fund Account" means the account in the Band Fund created and so designated by Section 501 of this Ordinance, "Sinking Fund trate" means, with respect to Term Bonds of any Series, the annual date on which such Tema Bonds we to be redeemed or paid in aceordanco 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 Requirements 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 Temr Bonds of such Series. The Sinking Fund Requirements for the Tcrm Honda of the same maturity of each Series shall begin in the Fiscal Year determined in accordance with the provisions of thc Series Ordinance for such Series and shall and with the Fiscal Year immediately preceding the maturity of such Term Bonds (such final installment king payable at maturity and not redoemed). If on or before the 451h day next prof ding any date on which Torre Bonds are to be retired pursuant to the Sinking Fund Reghdrement, the Department delivers to the Tnutee, or the Trustee applies money In the Sinking Fund Account to the purchase of, Term Bonds required to be redeemed on such date, 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 1061/6 of the principal amount of any such Tenn Bonds delivered to the Trustee or so pumhawd by the Trustee, Any principal amount of such Tenn Bonds so delivered to the Trustee or ;mmba,scYd by the Trustee that is in exoess of the principal amount required to be redeemed on such date shat be credited against and reduce frtwe Sinking Fund Requirements and future payments on Tom Bonds at maturity in such manner as shall be specified in a certificate of the Chief Financial Officer filed with the Trustee punsuant to Section 506 of this Ordinance or, if no such certificate is filed, In the inverse order of the scheduled retirement of such Term Bonds, It shall be the duty ofthe Trustee, on or before the ISth day of October in such Fiscal Year, to recomputed, if necessary, the Sinking Fund Requirement for such Fiscal Year and all subsequent Fiscal Years for the Temr Bonds Outstanding of each Series. Thu Sinking Fund ARTICLE 11 DETAILS OF BONDS; AUTHORIZATION OF DEFEASANCE OF 1997 BONDS Section 201, Limitation on Issuance of Bonds. No Bonda may be issued under this Ordinsrh a 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 Bondholder without preference, priority of distinction as to lien or otherwise, except as otherwise hereinafter provided, of any one Bond over any other Bond by reason cfpriority in the Issue, sake or negotiation thereof, or otherwise. Section 202, Details of Bonds, Except as otherwise provided by Series Ordinance, the Bonds shall be issued in fully registered form, shall be numbered consecutively from R-1 upward if current interest bonds; shall be numbered oonsecutively from CABR-1 upward if Capital Appreciation Bonds; shall be numbered consecutively, from LAIR -1 upward if Capital Appreciation 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 $5,000 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 a(lowid by Florida law, the actual rate or rates or method of determining rates to be determined by Series Ordmanrel, may be issued with variable, adjustable, wnvertiblo or other nates with original issue discounts and as zero interest rate bonds, interest to be payable at such tares ware 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 Bands anl,'or Variable Rate Bonds andror Option Bonds, Except o otherwise provided by series Ordinanc , each Bond shall hear interest from the Interest Payment Date next preceding the date on which it is authenticated, unless authenticated on an Interest Payment Date, in which caro it shall bear interest from such Interest Payment Date, or, unless authenticated prior to the first interest Payment Date, in which case it shall bear interest frau its date; provided, however, that if at the time of authentication interest is in defazli, such Bond shall bear interest from the date to which interest shall have been paid, The Capital Appreciation Bonds shall bear interest only at maturity or upon redemption prior to maturity in the amount determined by reference to the Accreted Value, The Capital Apphwiation and Income Bonds shall bear interest after the Interest Commencement Data with respect to such Capital Appreciation and Inwmc Bonds. The Capital Appreciation and facomo Bonds shall bear interest at the interest Commencement Date or upon redemption prior to such dale 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 be payable in any win or currency of the United Slates of America which on the respective dales of payment thcneof 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 Capita Appreciation and Income Bonds in which case the Accreted Values and Appreciated Values, respectively, shall be payable only to the registered Halder or his legal representative at the principal corporate trust office of the Paying Agent, and payment of the interest on the Bonds GS Requirement for such Fiscal Year es so recomputed shall continue to be applicable during the balance of such Fiscal Year and no adjustment shall be made therein by reason of urn. Bonds purchased or redeemed or called for redemption during such Fiscal Year, if any Term Bonds of the same maturity of any Series are paid or redeemed by operation of the Redemption Account, the Trustee 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 cortificadc of the Chiof Financial Officer filed with the Trustee parsuam to section 510 of this Ordinance or, if no such certificate is filed, in the inverse order of the scheduled retirement of such Timm Bonds. "Special Purpose Facilities" means thoso faeilWas authorized pursuant to Section 717 hereof, 'State' means Slate ofFlorida 'Subordinated Debt" means the indebtedness ofthe City or the Dopartmunt authorized by Suction 718 of this Ordfnwm "Taxable Bonds" means Bonds the interest on which is not Intended at the time of issuance thereof to be excluded from the gross income of the Holders thereof for federal income tax purposes. `Term Bonds" means the Bonds orany Series that are designated as such in the Surics Ordinance for such Series. `Trustee" means the Trustee w the time serving as such under this Ordinance, whether original or successor. "Uncertificated Bonds" means any Bonds which aw fully registered as to principal and interest and which are not represented by an instrument. "Varizbie Rate Bonds" means obligations issued with a }enable, adjustable, convertible or other similar rate which is not fixed in percontago at the date of issue for the entire lean thereof, Section 102. Rulcs of Constmetion, Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders, Unless the context shall othetwise indicate, words used herein shall include the plural as well as the singular number. The word "Person" shall include oerporalinns, firms, associations, partnendups, joint ventures, joint stock companies, trusts, unincorporated organizations, and publie bodies, as well as natural persons. Wlnm used in oonnecton with the amounts on deposit in or to he deposited in any Fund or Account created hereunder, the word "money" shall include Investment Obligations, (other Phan, the Capital Appreciation Bonds), including the Capital Appreciation and Income Bonds atter the interest Commencement Date shall be made by the Paving Agent on each Interest Payment Dale to the person appearing on the, registration books of the. City hereinafter provided for as the registered Holder hereof, by draft or check mailed to such registered Holder at his address m it appears on such registration books (or if provided by Series Ordinance by wire transfer) Payment of the Acereled 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 nada upon the presentation and surrender of such Bonds as the same shall become due and payable Section 203. Execution and Form of Bonds, The Bonds shat be signed by, or bear the manual or the 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 as the Bonds, In case any officer whose signature or a facsimilu 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 lie had mmalned in office until such delivery, and any Bond may bear the facsimile signature of or maybe signed by, such persons as at the actual time of the execution of such Bond we 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 Artiols shall be substantially in the following fibrin, with such appropriate variations, omissions and insertions as may be required or pemrited by this lhdmance and shall have endorsed thereon such legends or text as may be necessary or appropriate, to conform to the applicable rides and regulations of any governmental authority or any securities exchange on which the Bods may be listed or to any requirement of law with respect thereto: [Harm of Bonds] No, $ UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF MIAMI-DADE THE CITY OF MIAMI PARKING SYSTEM REVENUE BOND SERIES MATURITY DATE INTERESTRATE DATED DATE CUSIP NO Registered Owner: Principal Amount: The City of Miami (the "City'), a municipal corporation in the County of Miami -Dade, Stale of Florida, for value reoehved, promises to pay, but solely from the sources and in the manner described below, to the order of the Registered Owner as herein provided, on the Maturity Date, upon the presentation and surrender hcmof, at the principal corporate trust office of it the City of (the `°frustce') the Principal Amount identified above. no City also promisor to pay, solely from such sources, interest thereon from the date hereof at the Interest Rate identified above per annum until said principal sum is paid, such interest being payablo on and _ and in each year commencing from the interest payment date next preceding tho data of registration and auHhendcation 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 inturoet payment date, or unless this Bond is registered and authenticated prior to In which case such Bond shall bear interest from _; provided, however, that if at the time of authentication, interest is in default, this Bond shall bear interest from the date to which interest shal! 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 rerpcctiye dates of payment thereof. This Bond is one of a duly mthodzed series of Parking System revenue bonds of the City, initially issued in an aggregate principal amount of Dollars (S 1 (the "Series Burris'). The Series Bonds are dated , 19`, and are of like tenor and effect except as to number, intcrest rate, slated maturity, and redemption, The City will use the proceeds of the Series Bonds to [Insert Usssj. The Series Bonds are issued under Ordinance No. _ duly enacted by the City Commission of the City on 1998 (said ordinance, together with all supplements and amendments thereto, is hereinafter refermd to as the "Ordinance'). The Ordinance: provides [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 hnlcm>a Payment Date at the option of the City, at a redemption price equal to the principal amount thereof without premium, plus accrued interest to the redemption darn,, 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 thu Oidinatum If the City fails to select the Bonds to he redeemed, the Tmstec shall first redeem Bonds bearing the highest rate of interest, and if Bonds of more than one maturity hear the same rate of interest, the Trustee will mdeern Bonds in the inverse order of maturities and by lot within a maturityas 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 then, has been delivered to the Trustee, and the Tnwm is then holding in trust, money or Government Obligations of the United States, or a combination of both, sufficient to pay the redemption price of the Bonds to W 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 accruod interest to the date of redemption. In addition, this Bond will not be deemed to be outstanding under the Ordinance and will cease to be entitled to the security of or any rights ender the Ordinance, and the holder homer"] have no rights other than to be given notice of redemption and to receive payment of the redemption price henwf and accrued interest hereon to the date of redemption, If irnevocable instructions to pay this Bond oa one or more specified days or to call the same for redemption at the earliest rodemption date have been given to the Trustee and money or Govonunent Obligations, or a combination of both, sufficient to pay the redemption price of this Bond, together with accrued interest hereon to such date, are hold by the Trustee in trust for the holder hereof. Govemment Obligations will be doomed to be sufficient to redeem or pay this Bend on a specified date if the principal ofand the interest on such Government Obligations, when due, will be sufficient to pay on such date de redemption price of and the interest accruing on this Bond to such date, as more fully provided in the Ordinance, [[own applicable provisions relating to Capital Appreciation Bonds, Capita Appreciation and lneome Bonds, Option Bonds andlor Variable Rate Bonds] The holder of this Band shall have no right to enforce the provisions of the Ordinance, to institute action to enforce the covenants thorchn, 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. Cor the issuance from lime to lime of additional bonds on a parity with the Series Bonds, under the conditions, limitations and restrictions and for the purposes sci forth in the Ordinance (the Series Bands, together with all such additional bonds, as hereinalter refercd to as the "Bonds'. All capitalized undefined teams used herein shall have the meaning am, 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 Investinenl 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 promium, if any, or the interest hereon except from the aforementioned sources. The issuance of this Rand shall not directly or indirectly or contingently obligate the City to levy or to plcdgo 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 equitahk, upon any property of the City other than upon the Not Revenues and other items expressly pledged nnderlhe terms of the Ordinance. Reference is made to the Ordinance for a more complete statement of the provisions thereof and of Cho rights of to 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 Band the holder or owner hereof signifies assent to ail of the pmvisiorhs of the Ordinance. This Bond is issued and the Ordinance was adopted under and pursuant to [ho Constitution and laws of the State of Flonda, particularly Charter 166, Florida Statutes, and the Charter of the City. The transfer of this Bond is registrable by the registered owncr hereof in person or by his attomey or legal representative at the principal oRiee of the Trustee, but only upon presentation hereof to to Trustee, as Band Registrar, together with an assignment duly executed by the registered owner or his attorney or legal representative, and the Trustee, as Bond Registrar, shill make a notation of such transfer on the books maintained for such purpose and shall endorse the same hereon, Any holder "rrusting any exchange or registration of tmmfer of this Bond still pay any tar or other governmental charge required to be paid with respect thereto and any charge for shipping and out -df -packet costs ineurred by the City and the Trustee in couneciion with such exchange or registration oC[ransfer. The Trustee shalt not be required to make any exchange or to register the transfer of this Bond during the period of 15 days next preceding any interest payment date or after notice of redemption of this Bond or any portion thereof has been given pursuant to the Ordinance. Upon the occurrence of curtain events of default, and on the conditions, in the manner and with the effect set forth in. the Ordinance, the principal of this Band may become or may be declared duo and payable before its stated maturity, together with the interest accrued hereon, Modifications or alterations of the Ordinance or of any Ordinance supplemental thereto may be made only to the extent and in the circumstances permitted by the Ordinance. Subject to the provisions for registration endorsed hcmoll 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 qualifies and incidents of a negotiable instrument under the uniform commercial code investment aecudtics law of the State o£Florida and shall be understood to be an hrvestn ent security within the meaning of and for all the purposes of Articlo 8 of the Uniform Commercial Cede of Florida. This Bond is issued with the intent that die laws of the State of Florida shall govern its construction. All acts, conditions, and things required to happen., exist and be performed precedent to and in the issuance of this Bond have happened, exist and have been performed as required: This Bond shall not be valid or become obligatory for any purpose or be enticed to any benefit or security underthe Ordinance until the certificate of authentication endorsed hereon has been executed by the Trstee. IN WITNESS WHEREOF, The City of Miami has caused this Bond to be signed by [bear the facsimile signature or Its Mayer and to be signed by [bear the facsimile signature on Its City Clerk, and offietal seal to be Imprinted hemorr, all as of the day of 19_ THE CITY OF MIAMI, FLORIDA (SISAL) By: Mayor ATTEST: By: City Cle k APPROVED AS TO FORM: By: City Attorney CERTIFICATE OF AUTHENTICATION This Bond is a Bond of the Series designated therein Issued under the provisions of the within -mentioned Ordinance. Date of Authentication Trustee By: Authonud Signalory ASSIGNMENTAND TRANSFER For value received, the undersigned, sells, assigns and transfers unto (please insert Social Securityorothcr identifying numbor oftransferee) the attached Bond ofthe City of, Miami. Florida, and does hereby constitute and appoint attomey, to transfer the said Bond on the books kept for registration thereof, with full power ofsubstitudon in tho premises. Dated Signature Cn+amnteed by [Member firm of the New York Slock Exchange or a commercial bank or a trust company,) By; {manual sivnatureJ NOTICE: No transfer will be registered and Title: no new Bonds will be issued in die name of the Transferee, unless the signatum 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 Seounty or Federal Employer Identiflration Number of the Transferee is supplied. [End of Fcrn of Bond] Ordinance, The Trustee's ewrtifieatc of authontiWion many Bond shall W deemed to have been duly executed if signed by an authorized officer of the Trustee, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds that may be issued hereunder at any one time. Section 201, Authorica ioo of 1998 Bonds. There shall be initially issued under and severed by this Ordinance the 1998 Bonds of the City in an aggregate principal amount not exceeding FOURTEEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($14,500,000) for the purpose of providing funds, together with any other available finads, for paying at their respective maturities or redeeming at selected redemption dales (as specified in the Escrow Deposit Agreement) together with interest thereon until their payment or redemption and any redemption premium, all of tho 1992 Bonds, The lien of the 1993 Bonds on the Net Revenues shall also he defessed by the deposit by the City of fiords under the temts e£ the'E.scrow Deposit Agreement. Before the 1999 Bonds are issued under this Section, the City Commission shall adopt a resolution fixing, or providing for the fixing of, the meant and the details of such 1998 Bonds. The 1948 Bonds issued under this Section shall be dated, shall have such Interest Payment Dates, shall be stated to mature (subject to the right of prior redemption as hereinafter act 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 aro then pornitted by law and as are provided in or by such resch tion. Such Bonds shall be exceeded in substantially the fern hereinabove set forth, with such changes as may be neo`scary or appropriate to conform to the provisions of such resolution. The 1999 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 o tme and correct copy, of this Ordinance; (b) a copy, certified by the City Clerk to be a We end correct copy, of the resolution referred to above, which resolution shall also authorise the execution of the Escrow Deposit Agreement, provide for the disposition of moneys held by the Tnuiee under Ordinance No. IDI15 and any other depositary, provide for the awarding of the 1948 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 thorvin 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 1999 Bonds has been duly authorized and that all conditions precedent to the delivery ofsueh 1999 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 1948 Bonds have been executed and authenticated m required by this Ordinance, the Trustee shall deliver said 1999 Bonds to or upon the order of the purchasers named in the resolution referred to above, but only upon payment to the Trustee of C-7 Section 204. Exchann* of Bonds. Any Bonds, upon surrender thereof at time principal ooryorato trust office of the Bond Registrar, together with an assignment duly executed by the Bondholder or his attorney, or legal rcpresenlative in such form as shall be satisfactory to the Bond Registrar, may, at the option of the Bondholder, be exchanged for an aggregate principal amount of Bonds equal to the principal amount of the Bond or Bonds so surrendered, of like maturity and interest rate, The City shall make provision for the exchange of Bonds at the principal office of the Trustee. Section 205, Neeotiability. Registration and Retistration of Transfer of Bonds. The Trustoe is honey appointed as Bond Registrar and as such shall keep books for the registration and the registration oftransfer of time Bands m 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. Tho transfer of any Bonds may he registered only upon such books and only upon surrender thereof to the Bond Registrar together with as assignment duly executed by the Bondholder or his attorney or legal representativo 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 tnmsFeree, arid in an aggregate principal amount equal to the principal amount of such Bond or Bonds so surrendered. In all cams 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 the same type in accordance with the provisions hence£ All Bonds surendered in any such exchange or registration o£tmnsfer shall, forthwith be cancelled by the Bond Registrar. The City or the Bond Registrar may make a charge for every such exchange or Ngistadun of transfer of Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange of registration of transfer, and for shipping and outaf-pocket casts incurred by the City or the Trustee, but no other charge shall be made to any Bondholder for the privilege of exchanging a registering the transfer of Bonds under the provisions of this Ordiremor. Section 2PK Ownership of Bonds. The parson in whose name any Bond is registered shall be deemed and regarded as the absolute owner thetcrof 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 regisinred owner thereof or his legal reproswrotafiw. All such payments dull be valid and efti,dual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. Section 201. Authentication of Bonds. Only such Bonds as have endorsed thereon a certificate of authentication suhslantially in the form hercinabovo set forth, duly executed by the Trusts*, shall be entitled to any benatil of security under this Ordinance. No Bonds shall be valid or obligatory for any purpose unless and until such certificate fauthentication on the Bad has been duly executed by the Trustee. and such mrtificate of the Trustee upon any such Bond shall be conclusive evidence tint such Bond has been duly authenticated and delivered under this the purchase price of Bald 1941 Bonds and the acemed interest thereon. The Trustee shall be entitled to rely upon the Ordinance and the resolution referred to above es to all matter; staled therein. The proceeds (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: (L) the amount received w seemed interest on the 1998 Bonds and any premium shall be deposited to the creditof the Interest Accounl; (2) an amount estimated by the Director to be suffscicrt for the purpose shall be credited to a cod of issuance subaccount in the 1498 Project Account In the Cunstmo[ion Fund herein created and applied to the payment of tho expenses of issuing tho 1998 Botils, 'including, but not limited to, financial advisory, accounting and legal fees, Parking Consultant fees, rating agency fees, printing costs, bond insurance prermums, 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 Bonds; (3) an amount equal to the Reserve Requirement on the 1999 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, w pay and redeem the Outstanding 1992 Bonds to be paid and redeemed, together with interest to become due on such Outstanding 1992 Bonds un61 their dates of maturity or redemption and any redemption premiums and associated costs and expenses all in accordance with the Escrow Deposit Agreement; and (5) the remainder of the proceeds of the 1498 Bands shall be deposited nu the 1998 Project Account in the Construction Fund heroin created and applied to pay the Cost of the 1999 Project. Any moneys In the account mentioned in (2) in excess of the requirements of such account shall be transferred to the credit of the 1999 Project Account in the Construction Fund. Simultaneously with the dolivery of the 1998 Bonds, the moneys in the several funds and accounts held under 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 ofparagraph (3) above, the City, through the Departrnent, may provide for the deposit set forth in such paragraph by the purchase of a Ruscrve Product as, provided in a certificate of the Mayor or the Directorexecnied at the time of issuance of tho 1998 Bonds. Section 219. Additional lliloujg for Additional . One or more Series of Additional Bards may be issued wrier and secured by this Ordinance at one time of from time to time, subject to the conditions hereinafter provided in this Section, for the purpose of providing funds to (a) pay all or any part orthe Cost of any Additional System Pacilities, (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 Reserve .Account, (d) pay interest a"nowg on the Additional Bonds as specified in the Series Ordinance rolafing 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 Somrs Ordinance authorizing the issuance of such Additional Bonds, fixing, or providing for the fixing of, the amount and the details thereof, and descrihing in hrief and general terms the purposes for which the Additional Bonds are to be issued, Tho Bonds of each Series issued under this Section shall bis 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 nava such Sinking Fund Requirements and redemption provisions, all as then permitted by iaw and as provided for by the Series Ordinance authorizing the issuance of such Additional Bonds. Such Additional Bonds shall W exccuted in the form hereinabove set forth, with such changes as may be necessary or appropriate to conform to tho previsions of rho Sorios Ordinance, Except as to any differences in the rate or rates of intemst, the Intorsf 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 he entitled to the same benofil and secprfty of this Ordinance w all other Bonds issued under this Ordinance. Such Bonds shall be. deposited with the Trustee for authentication and delivery, but before such Additional Bands shall be delivered the following shall be filed with the Trustee: (a) a copy, certified by the City Clerk to be a nue and correct copy, of the Series Ordinance for such Series, which 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 purchase price therein sat forth, plus accrued interest on the Additional Bonds; (b) a certificate signed by the ChiefFinaneial Officer setting forth; (t) 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 Rovenum worn 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 the Parting Cct sw lent and approved by the Chief Financial Officer, if nue adjustments affecting all or part of the Parking System to bcmmc effective prior to the issuaace of the Additional Bonds had been in effect during such Fiscal Year, (2) the amount, if any, Wal is then available of will W made available for paying the Cast ofsuch Additional System Facilities and the source or sourees from which such amount has sheen or will be received; When the documents described in paragraphs (a) through (g) of this Section have been filed with the Trustee and when such Additional Bonds hart been executed and authenticated as required by this Ordinance, the Twoce 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 m to all matters stated therein but shall not deliver the Addidonai Bonds unless, as demonstrated in a =09cate delivered on behalfof the City: (1) the Proceeds (excluding accrued interest) or such Additional Bonds, together with the other funds that ban ben or will W made available for such purpose w shown, in (b) (2) above, are not less than the estimated cost of the Additional System Facilities to be financed as a whole or in part by the issuance of such Bonds us estimated by the Parking Consultant in (c) (l) above, and (2) the amount shown in (b) (1) above is not leu than 150%of the amount shown in (b) (3) above, and (3) the amount shown in (d) (2) above is not less than 150% of the amount shown in (b) (4) above. The proceeds (including wonod 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 Complelien Purposes. If and to the oximt necessary (as shown by the docunems described in paragraphs (a) and (b) of this Section) to provide additional funds for completing the payment of the Cast 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, a repay any advances made from any source, to finance temporarily such Cost including any Interim Indebtedness, (e) 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 (o) pay expenses Incurred in connection with the issuance of the Additional Bonds. Before any Additional Bunds shall W 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 ofthe amount and the details thereof, and determining that it is desirable to complete the .Additional System Facilites, Tbe 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 poor redemption as hereinafter set forth) on such date in such year or years, shall have such Paying Agent, shall ben interest, and shall have such SinFdng Fund Requirements and redemption provisions, all as then permitted by law and as provided in ire Series Ontmance authorizing the issuance of such Additional Bonds, Such Additional Bonds shall be uxocusW in the form hereinabove set forth, with such changes as may be necessary or appropriate to conform to the provisions ofthe Series Ordinance for such Additional Bonds, C -H (3) the amount of the Principal and Intcrcsl Requirements for the most rccent Fiscal Yom for which audiled monelal dailemenls were filed under the provisions of Section 707 of this Ordinance, but netting therefrom any amount of interest for such Fiscal Year for which a like amountof uemed or cepitaliud interest has been set aside and hold hereunder; and (4) the amount of the ma,inw h Principal and Interest Requt=mts for any Fiscal Year thereafter including with rospect to the Additional Bonds then requested to be dulivered; (c) a certificate signed by the Parking Consultant and approved by the Dirccter setting forth: (1) 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 dale upon which such Additional System Facilities are to be placed in use and operation; (d) a cortificide or report signed by the Parking Consultant and approved by the Chief Financial Officer setting forth: (1) ase estimate of the Net Revenues attributable to the placing in use and operation of the Additional System Facilities to be frnanoed 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 (it) one-fifth ( IIS) ofthe total of the amounts shown in (d)(i); (e) a certificate of the Chief Financial Officer and the Tmstee to the effect that no Mull has occurred and is continuing under this Ordinance; (0 an opinion of the City Attorney to the effect that (i) the City and the Department have obWncd from such govcmmental authorities, boards, agencies or commissions baying jurisdiction user the Parking System all approvals, consents, anthorizations, certifications, and other orders that are necessary for the acquisition and construction of the Additional System Facilities except for approvals, consents, saidsmizatiou, certifications, or orders a to which the City Attorney has no mason to believe titan the City or the Department will not be able to obtain tie same when required, (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 noticed, called and held in accordance with law and at which quormns were present and acting throughout and such Ordinances and resolutions are still in full force and effect, (iii) die issuance of such Additional Bonds has been duly authorized, and (iv) all conditions precedent to the delivery of wch .Additional Bonds have been fulfilled; and (g) an opinion of Bond Count 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, Except as to any difference in the rate or rates of interest, the Interest Payment Dales, the maturities, or the provisions for redemption, each Series of Bonds issued wider this Section 210 shall be en 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 &Tosiled 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, 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 of, the Additional Bands and direct Ile delivery ofsuch Additional Bonds to or upon the order of the purchasers named in said Series Ordinance upon payment of the purchase price therein set forth, plus seemed interest on the Additional Bonds (b) a certificate or report, signed by the Parking Consultant, setting forth its ustimalo of the date 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 Cast of the Additional System Facilites, the proceeds of such Additional Bonds will be sufficient to pay such balance.; (c) the documents and opinions set forth in paragraphs (c) and (g) of Section 209 of this Ordinance; and (d) an opinion of the City Attorney to the effect that (i) the City and the Departnent have obtained from such gnsemmentel authorities, boards, agencies or commissions having jurisdiction over the Parking System all approvals, consents, mthori ations, certifications, and other orders that are necessary for the acquisition and consttuclion of the Additional System Facilites and that reasonably could have been obtained as of the dale 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 remorr to believe that the City or the Department will not be able to obtain the same when required, (it) this Ordinance, the Series Ordinance said all other ordinances and ieselutiore rc€atng 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 at which quorums were present and acting throughout and such Ordineaces and resolutions are All m full force and effect, (ti) the issuance of such Additional Bonds has been duty authorized, and (iv) that all conditions prewdant to the delivery ofsuch Additional Bonds have been fulfilled, When the documents mentioned in clauses (a) through (d) of this Section have been filed with tiro Tntstee and when the Additional Bonds have been executed and authsnticatud as required by this Ordinance, the Trustee shall deliver such Additional Fonds 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 seemed interest thereon. The Trust. shall be entitled to rely upon the Series Ordinance as to all matters stated therein. The proceeds (including attired interest and any premium) of said Additional Bonds shall be applied w provided in the Series Ordinance for such Additional Bonds, Section 211. Additional Bonds for Refunding Puryosos, Additional Bonds may he issued under and secured by this Ordinance, at one time or from time to time, subject to the conditions hereinafter provided in this Section, for the purpose o£providing funds for paying at maturity or redeeming prior to ruwurity, all or any part of Me Outstanding Bonds of any one or more Sones, inoluding the payment of any redemption premium thereon and any interest that will accrue on such Bonds to the redemption date or stated maturity date or dates and any expenses incurred in comwe fl- 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 Bonds of each Series issued under this Section shall be appropriately designated, shall be dated, shall have such Interest Payment Oates, shall be staled 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 Recluirements and redemption provision, all as than permitted by law and m provided for by the Series Ordinance authorizing the issuance of such Additional Bonds. Except as to any differences in the rate or rates of interest, the Interest Payment Dates, Me maturities, or the provisions for redemption, each Series of Bonds issued under this Section 211 shall bo on a parity with and shall be entitled to the swan benefits and security under this Ordinance as all other then Outstanding Bonds issued under this Ordinance. Such Additional 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, certified by the City Clerk, to be a true and correct copy, of the Scrics 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 tha purchasers named in said Series Ordinance upon payment of Mo punch" 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 (i) the final maturity of the Additional Bonds being issued is not later than the final maturity of the Bonds being refunded by such Additional Bonds, and (ii) the Principal and Interest Requirements for each Fiscal Year for he Additional Bonds does not exceed the Principal and Interest kequirement 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 the, ordinances and resolutions rotating to Me issuance of the Additional Bonds 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 (3) the balance of snob proceeds shall be deposited in or credited to the Redemption Account. Section 212. Tc+tn_ltotaty Bonds. 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 lion of definitive Bonds and subject to 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 execmed 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 aggregakprincipal amount, maturing on the same date and bearing ineerest at the same rate as the temporary Bond surrendered until so exchanged, the temporary Bonds shall be entitled to the same benefit of tris Ordinance as the definitive Bonds to be issued and authenticated hereunder, including the privilege of registration if so provided. Section 213. Mutilated Destroyed. Lost. or Stolen Bonds. The City shall cause to be executed, and the T Slee shalt deliver a new Bond of like date, number and tenor in exchange and substitution for and upon the conctAWon of any mutilated Bond, or in Ilea of and in substitution for any destroyed, lost, or stolen Bond and the Halder shall pay the nnasonablo expenses and charges of the City in connection therewith. Prior to the delivery of a substitute Bond the Holder of any Bond which was destroyed, lost, or stolen shall file with the Trustee evidence satsfaetony to it of the destruction, loss, or theft of such Bond, and of the Holder's ownership thereof and shall fumish to the City and to the Trustee such security or indemnity as may be required by them to save each ofthem bamrless Dram all risks, however remote. Every Bond issued pursuant to the provision of this Section 213 in exchange or substitution for any Bond which is mutilated, destroyed, lost or stolen shall constitute an additional contrawnral obligation of the City, whether or not the destroyed, lest or stolen Bond is found at any time or is enforceable by anyone, and shall be eattled to all the bceofl s and security hereof equally and proportionately with any and all other Bonds duly issued under this Ordinance. All Bands shall be held and owned upon the express condition that the Foregoing provision's we 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 or hereafter erected to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. Section 214. Oualified Dariyatve Atimmenta. The City may enter into one or mora Qualified Derivative Agreements with respect to one or more Series of Bonds (or portion themot); provided, however, that if such Qualified Derivative Agreement is not entered into at the time of initial issuance of the Series of Bands to which it relates, in order for the payments thereunder to constitute. Qualified Derivative Payments the requirements of paragraphs (b), (c), (d), (c) and the penubinhatc paragraph of Section 209 above must be met, applying the same as if $1,00 in principal amount of Additional Bonds is being issued m of the effective data of such C-9 ordinance and resolution aro still in full force and offect, (it) the issuance of such Additional Bonds has been duly authorized, and (iii) all conditions precedent to the delivery of such Additional Bonds have been fulfilled; (e) an opinion of Bond Ccuwl 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; and (f) such documents as shall Ise required by the Tmgtee 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 (i) 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 Tmsfee shall deliver such Additional Bonds 0 or upon Me order of the purchasers named in the Series ordinanee, but only upon payment of the purchase price of such Additional Bonds and the accrued interest thereon. The Trustee shall be entified to rely upon tike Scrics Ordinance as to all matters slated therein. The City shall not deliver such Additional Bonds unless in the determination ofthe City (which determination may be based in whole or in part upon such cerfifieates, 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 irwrest to accrue upon any Government Obligations acquired pursuant to clause (1) 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 re iemptton date or to Me respective maturity dates, and the expenses incident to such refunding. The Trustee, after making provision for payment of the oxpense, incident to such refunding, shall apply the proceeds of such Additional Bonds (including accrued interest) and any of the money provided Cor such purpose, . follows: (1) an amount that, together with the interest accming on the Government Obligations acquired pursuant to this clause (1), shall be sufficient W 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 exelnive purpose of paying such principal, redemption premium and interest; and money so hold shall, as nearly as may be practicable and reasonable, Iw invested by the Trustee or an escrow agent in Govcmment Obligation Mat shall mature and that shall be subject to redemption by tun 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 Fund or Account established under Section 501 of this Ordinance m shall be required by reason of the issuance of the Additional Bonds than reyua*d to be authenticated and delivered and the Series Ordinance authorizing the issuance of the Additional Bonds, and Qualified Derivatve Agreement. Qualiftod Oanvativc Payments payable by the City under any such agreement may be payable from the Debt Service Account on a party with interest payments with respect to Bonds issued and Outstanding hereunder. The City may giant to the countenparlics 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 Derivative Agreement with respect oe 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, Authori adw of Defeasance of 1993 Bonds. The defeasance of the 1993 Bonds utilizing funds of the City or the Department currently on hand in conjunction with the issuance of the 1999 Bonds is hereby authorized Details regarding such defeasance shall be set forth in the Series Ordinance to be adopted in connection with the 1999 Bonds. ARTICLE III REDEMPTION Section 301. lb;dcmntion Generally. Except as hen:inaAer provided, the Bonds of each Series issued under this Ordtamoo shall be subject to redemption, as a whole or in part at any time, at such time and ptics, and in such order as may be provided by the Series Ordinance authorizing the issuance of such Bonds. Section 302. Extraordinary Redemption of ell Bonds. The Bonds shall be redeemed as a whole or in pati at any time upon payment of I DO%of the principal amount of the Bonds to be redeemed, plus interest accrued to the redemption data, if the Dapartmont exerei5e9 its option to redeem the Bonds pursuant to Section 710 of this Ordinance. Section 303. Selection of Bonds or Portion thereof to be Redeemed. 'the Trustee shall select the Bonds or portions thereof to be redeemed in accordance with the terns and provision of Section 510 ofthis Ordinance and the Series Ordinance relating to such Bonds. Section 304. RedemrtionNotice. At least thirty (30) days before the redemption date of any Bonds or portions of Bonds to be redeemed, whether such redemption ism a whole or in part, the Trustee shall cause a notice of redemption signed by the Trustee (a) to be filed with the Paying Agcnt, and (b) to tae mailed, postage prepaid, to all Holders of registered Bonds to he redeemed as a whole or in part, M 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 rocognized securities rating agency then rating any of the Outstanding Bands, Each rotice shall set forth the Series to be adeemed, the date fixed for ademption, the Redemption Price to be paid, the maturities of the Bonds to be redeemed, the CUSEP number, if any, of such Winds, Ma name, address and telephone number of the person designated by the Trustee to be responsible for such redemption, if applicable, and if less than all of the Bonds of any one maturity than outstanding are to be called for ademption, the distinctive numbers and letters, if any, of such Ends to be redeemed, and the portion of the principal amount thereof to be redeemed, The notice of the redemption shall stats also that on or after the redemption data, upon surrender of such Bond, a now mgislored 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, yvh.thc, or not the ."or of Such Bond receives such notice. In addition to the mailing of thu notice described above, each notice of redemption and payareni of the redemption pdce shall meet the requirements of this paragraph; provided however, that failure of such notice or payment to comply with the terns of this paragraph shalt not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above in this Section 304. (a) Each notice of redemption shall be sent a1 leas[ thirty-five (35) days before the redemption date by registered or certified mail or overnight delivery service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds (such depositories now being no Depository Trust Company, Now York, New York, Midwest Securities Trust Company, Chicago, Illinois and Philadelphia Depository TmA Company, Philadelphia, Pennsylvania) and to ane or more national information services that disseminate notices of redemption of obligations such as the Bonds. (b) Each notice of redemption shall be published one time in THE BOND BUYER of hew York, New York or, if such publication is impractical or unlikely to reach a substamiai number of the holders of the Bonds, in some other financial newspaper or journal which regularly carries notices of ademption of other obligations similar 0 the Bonds, such publication to be made at least thirty (30) days prior to the date fixed for rsdemption. (c) Upon the payment of the redemption price of Bonds being adeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds hiring mdreemed with the proceeds of such check or other transfer. Section 305, Efliicc[ of Calling for RedemetionI Except for a redemption of Bonds in wccrdanra with the Sinking Fund Requirement thumfor, on or before the date upon which Bonds cru to be redeemed m acce dance with this Article [I[ the City shall deposit with the Trustee money or Government Obligations, or a combination afboti, oat will be sufficient to pay on the ademption date the Redemption Price of, and interest accruing on, the Bonds to be redeemed to such redemption dale. On the date And for redemption, notice; having been mailed in the manor and under the conditions hereinabove provided, the Bonds or portions thereof called for redemption shall be due and payable at the Rodcmption Prico provided thumfer, plus accrued interest to such date, If money or Government Obligations, or a combination of both, sufficient to pay the Redemption shall be deposited upon the delivery of such Additional Bonds in a special account in We Construction Fund created by the Scrics Ordinance authorizing such Additional Bonds, T]ae money in the Construction Fund shall be held by the Department in trust and, pending application to the payment of the Cost of the 1998 Project or Additional System Facilities, w the cave may be, a 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 The the security of web Holders, Moneys deposited into the Construction Fiend as capitalized interest related to Bonds shall be tmnsferned 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 lewilifies shall he mwdc from the special acootat created therofor. All payments from the Construction Fund shall be subject to the provisions and restrictions set forth in Section 403, and the Department shall not cause or ague to permit to be paid from the Construction Fund any sums except in accordance with such provisions and restrictions, Section 403. Cast of 1998 Proicct and Additional Svstem Facilites, For purpose of this Ordinance, the Cost of the 1999 Project and of the Additional System Facilities shall include such costs as are eligible costs within the purview of We law and generally accepted accounting pcnciples, and, without intending to limit or restrict any proper definition of such Cost, shall include thu following: (a) obligatiore incurred for labor, material services provided by contractors, builders, and material in connection with tho 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 construction and acquisition, for the demolilion, removal, or relocation of structures, and for the clearing of lands; (b) interest accruing upon the applicable Bonds prior to commeehcemem of and during construction or for additional period as may be anthorired by law and provided in the Series Ordinance authoridng 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, such Land, suucturss and improvements, property rights, righlsbf-way, franchises, easements, and other interests in lands as may be dccmod arse essruy or convenient in connection with such construction or operation of the Parking System, and the amount of any damages incident themto; (d) expenses of administration properly chargeable to such construction or acquisition, legal, architectural and englneedrg expenses and fees, cost of audits and of Preparing and issuing the Bonds, fees and expenses of consultants, financing charges, premiums of insurance in connection with construction, bond insurance premiums, Fees and expenses of any Credit Bank, the cosi of funding the Reserve Account (including but not limited to the premiums of any Reserve Product Provider), and all other items of 19B If, Price of the Bonds or portions thereof to be redeemed plus accrued inlorest thereon to the date 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 accrue; such Bonds or portions thereof shall cese;a to he entitled to any benefits or ,county under this Ordinance or to be deemed Outstanding; and the Holders of such Bonds or portions thereof shall have no rights in respect thereof except to receive payment of the Redemption Prion thereof, plus accrued interest W the data of redemption. Bonds and portions of Bonds for which im;vocarNo instructions to pay on one or more specified dates or to call for redemption at the earliest redemption date have been given to the Trustee in form satisfactory to it shall not lhcrcatcr be deemed to be Outstanding under this Ordinance and shall cease to be entitled to the security of or any rights under this Ordinance, and the folders shall have no rights in respect of the same other than to receive payment of the Redemption No thereof and accrued interest lhereoR, to be given nota 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 Govehnmom Obligations, or a combination of both, sufficient to pay the Redemption Pricer of such Bonds or portions thereof, together with wen" interest thereon to the date upon which such Bonds are to be paid or redeemed, are held in separate accounts by the Trustee or the Paying Agent in trust for the Holders of such Bonds. Section 306, Redemption of Porion of Rcaistered Bonds. If less than all of an outstanding registered Bond is selected for redemption, the rogistemd 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 Trustee shall authcnticahe and deliver to or upon the order ofsuch regislekud owner or his legal representative, without charge, for the unredeemed portion of the principal amount of the registered Bond so surrimdened, a near registered Bond of the same Series and maturity, being interest at the same rate and of any denomination or denominations authodaed by this Ordinance. Section 307. Use of Govcmmcnl Oblig4gns W 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 ifthe principal of and the interest an such Government Obligations, when due, will be sufficient to pay on such date the Redemption Price of, and the interest accruing on, such Bonds or portions to such date. Section 308. Caneellation. Bonds called for redemption shall be canceled upon the surrender thereof. ARTICLBIV CONSTRUCTION FUND Section 401. Construction 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 PmjM AecaunC and a "Cost of Issuance Subaccount." Any money received by the Department form any source for construction of Additional System Facilities fimmoed as a whole or in pati with proceeds of Additional Bonds expense not elsewhere in this Section specified that are incident to the financing, construction, or acquisition of the 1998 Pmject or any ,Additional System Facilities, as the case may be, and the placing of the same in operation; and (e) any obligation or cxpense incurred by the City or the Department for any of the foregoing purposes within five years prior to the datu of delivery of the Bonds, including die cost of materials, supplies or equipment furnished by the City or the Department in connection with the construction of any Additional System FwMties and paid for by the City or the Department out of the hands other than money in the Conswc4on Fund. Section 404. Proceeds Account. If and when Net Proceeds ire 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 Not 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 apirty 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, then. are- hereby rehereby established the following funds, (a) Miami Packing System Bond Fund, in which there arc established six speoial accounts to be known as the Interost Account, the Principal Account, the Sinking Fund Account, the Reserve Account, the Redemption Account, and the Insurance and Condemnation Award Account; and (b) Miami Parking System Fund, in which there are established three special accounts to he known as the Revenue Account, the Renewal and Replacement Account, the Rebate Account and the General Reserve Account. The Bond Find and the Accounts therein shall be established with and held by the Trustee, The Parking System Fund and the Accounts therein shall he established with and held by the Depmtmont in aDepceitary, The 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 DC the Holders of the Bonds iswcd and Outstanding under this Ordinaries and for the further security of such Holders. Section 502. Revenues Received by the Department. Except as hereinaRor provided, W[ Revenues shall be deposited when received in the Revenue Account. Section 503, Application of Mon4,y in Revenue A000uml. The Mpadment shall apply Nods on deposit in the Revenue Account to the payment of Current Expenses 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 Of for shall withdraw from the Revenue Acoount all amounts on deposit therein in excess of the Operations and Maintenance Requirement for such month and shall apply the same in rho following mannerand order (except that payments provided for in (a), (b) and (c) shall bo on a parity with each other): (a) with the Trustee to the credit of die Interest Account such amount thereof as may be required, after laking into account any capitalized or accrued lntermt set aside for such purpose, to make the amount then to the credit of the Interest Account equal to ono -sixth (Utith) 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 rimming 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 to one-hvelfth (1112th) the principal to become due and payable within the next cosuing hvelw, (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 (lift) ofihe 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 he required to snake the amount then to the credit of the Reserve Account equal to the Reserve Requitement; provided, however, prat if so 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 following 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 authenticated and delivered; (e) to the credit of the Renewal and Replacement Amount 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 Requimmi n£, (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 Aoceunl the balance remaining after making the deposits required by paragraphs (a) through (Q of this Section 503. the Chief Financial Officer may satisfy all or a portion of the obligation to make the payments required by paragraphs (b) and (o) of this Section 503 by delivering to the Trustee Serial Bonds maturing or Term Bonds maturing or required to be redeom id on such dale. Tho prim 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 moment of such Serial Boards or into the Sinking Fund Account on account of such Tenn Bonds in the amount of 1010% of the principal amount of any suet Serial Bonds or Term Bonds so delivered. Section 504. Appfleadon of Money in fntereat m011"L Not carper than the first Business Day next preceding each Interest Payment Date or data upon which Bonds are to be redeemed, the Trustee shall withdraw from the Interest Account and retell by mail to each Owner of Bonds the amounts required for paying interest on such Bond when due and payable and not earlier than the Business Day next presiding the due date thereof, the Trustee shall withdraw from the Interest Aecourrt and remit Qualified Mnvafiw Payments in aocordance with the applicable Qualif cl Derivative Agreement, If the Department fails to make any deposit to the Intencst Account that is required by Section 503 hereof or if the balance in tlw 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 Dale, the Trustee shall notify the Chief Financial Officer and the Director efthe amount of U e de6clenry, Upon notification the Chief Financial Officer and the Director Immediately shall deliver the Trustee an amount sufficient to cum the deficiency, draw upon funds available in the General Reserve Account and the Renewal and Replacement Account, in that order. If the amount se delivered is not suffieiem to cum the deficiency in the Interest Account, the Trustee shall transfer to said Account such amount as may be necessary to remedy such deficiency from the Reserve Account. Section 505. ADDlicatlon of Money in Principal Amount, Not later than the Business Day next preceding each October 1, the Trustee shall withdraw from the Principal Account and set aside the amount necessary to pay the principal of all Serial Bonds registered at their respective maturities. If at any date there is money to the Principal Account and no Serial Bonds arc then Outstanding or if on any principal payment date money remains therein after the payment of the principal of Serial Bonds then due, the Trustee shall withdrew 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 (b) deliver all remaining amounts the Department. Upon receipt theroof the Chief Financial Officer shaII deposit (i) in the Renewal and Replacement Account the amount then required to be paid thereto pursuant to Section 503 and (it) all remaining amounts in the General Reserve Account. Ifthe 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 C-11 In making tho 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 (f) of this Section 503, the Department shall deposit or pay, in addition to the amounts then due, an amount sufficient to tura the deficiency in deposit or payment in the 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 Fwtds and Accounts created hereby, Unless a Qualifiod Dcorivativc Agruement shall have been entered into with respect therein (in which case, the amount to be deposited into the Interest Account shall be calculated as described in the definition of "Principoc and tnleroA Requirement" hereln), in the event the City shall hereafter issue Variable Rafe Bonds, the amount required 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 the greater of one hundred ten per centum (110%) of (i) the average daily interest rale on such Variable (tate Bonds during the preceding Fiscal Year, or (ll.) the actual rale of intorosl applicable to such Variable Rate Bonds on the date of calculation. In the event that the period to elapse betveen Interest Payment Nates 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 intcrusl payments for any Series of Bonds, shall be adjusted, as appropriate, to reflect the frequency of Intnsest Payment Rates applicable to such Series of Bands, Any monthly payment to be deposited as set forth above for the purpose oftreeting payments of principal on the Bonds or for the purpose of meeting Sinking Furl Requirements shall be adjusted, as appropriate, to reflect the frequency of principal payments or the frequency of dates ofpayment of Sinking Purl Requirements applicable to such Series of Bonds. an all events, deposits required by paragraphs (a) through (d) above shall be increased or decreased each month to the extent required to timely pay interest, principal and redemption premiums and Qualified Derivative Payments next becoming due and payable, atter 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 eansideration the investment earnings or losses that are to be charged to such Fund or Account in accordance with Section 602 and the amounts then an deposit therein resulting from the application of Bond proceeds or the tuansfora as hereinafter provided, Whenever the amount on deposit in the Revenue Account is insufficient to pay Current Expenses, the Chief Financial Officer shall transfer an amount necessary to pay the same to the Revenue Account, drawing upon funds available in the General Reserve Account and the Runewal and Replacement Account, in that order, On or before the 45th day next preceding any date on which Serial Bonds ate to mat im or Term Bonds are to be redeemed pursuant to the Sinking Fund Requirement or are to mature, deficiency. Upon rioGfication, the Chief Financial Officer immediately shall deliver to the Trustee an amount sufficient to cure the deficiency, drawing upon No& available in the General Reserve Account and the Renewal and Replacement Account, in that order, If the amount ao delivered is not sufficient to cure the deficiency in the Principal. Account, the Trustee shall transfer from the Reserve Account to the Principal Account such amount as may be necessary to remedy such deficiency. Section 506. Apolicatiou of Monev in Sinking Fund Account. Money held for the credit of the Sinking Fund Account shall be applied during each Fiscal Year to the retirement, punnhass or payment of Term Bards ofeach Series then Outstanding as follows: (a) The Trustee shall endeavor to I umbase Term Bonds subject to redemption by operation of the Sinking Fund Account or maturing on the next ensuing Sinking Fund Date at the most advantageous pries obtainable with reasonable diligence, The purchase price of each such hon Bond shall not exceed par plus accred interest to the date of purchase. The Trustee "I pay the interest accrued on such Tenn 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 Trstm from money in the Sinking Fund Account within the period of 45 days immediately preceding the next Sinking Fund Date on which such Tom 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 net exceed the amount deposited in die Sinking Fund Account in such Fiscal Year on account of the Sinking Fund Requirement £orthe Term Bonds ofsueh Series if in any Fiscal Year die sum of the amount on deposit in the Sinking Fund Account for the payment of any gories of Term Bonds and the principal amount of the Term Bands of such Series that were purchased pursuant to die provisions of this paragraph (a) or delivered to the Testae 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 to purchase: outstanding Term Bonds of such Series with web excess money; (b) On each Sinking Fund Dale on which Term Bonds to be paid or redeemed in accordance with a Sinking Fund Requirumum the Trustee shell pay or call for redemption in accordant with Settee 301 of this Ordinance, such Tenn Bonds in a principal amount equal to the aggregate principal amount of Term Bonds maturing on such Sinking Fund Date the Sinking Fund Requirement for the Term Bonds of each Series for the Fiscal Year next preceding such Sinking Fund Date, less the principal amount of any such Term Bonds retired by purchase pursuant to clause (a) ofUds 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 mount of any such Term Bonds so delivered or purchased, the Trustee shall apply the amount available in the Sinking Fund Amount to the redemption of all Tenn Bonds them subjett to redemption In proportion to the Sinking Fund Requirement such Fiscal Year for the Term Boeds ofeach Series then Outstanding. Such redemption shall be made pursuant to provisions of Article Ill of this Ordinance, Not eadier than the Business Day next preceding each Sinking Fund Date on which Term Bonds aro to be paid at maturity or redeemed in accordanco with a Sinking Fund Requirement, the Trustea shall withdraw from the Sinking Fund Account and set aside in a separate account or deposit with the Paying Agent, in the manner act forth in Section 505 for the payment of Serial Bonds, the amount requlred to pay or redeem such Toren Bonds, 1f at any data them is money in the Sinking Fund Aceount and no Torn Bonds are than Outstanding or iron any principal payment date money remains therein 4cr 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 be paid thereto by the Deportment 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 (l) in the Renewal and Replacement Account the amount then required to be paid thereto pursuant to Section 503 hereof, and (it) all remaining amounts in the General Reservc Account, Ifthe 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 Data upon which Term Bonds are to be paid at maturity or "earned in accordance with the Sinking Fund Requirements therefor is insufficient to make such payment or satisfy such Sinking Fund Requirement, the Trustee shall notify die 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 euro the same, drawing upon funds available in the General [reserve Account and the Renewal and Replacement Account, in that ander, I£ the amount so delivered is not sufficient to cure the deficiency in the Sinking Fund Account, the Trustee shall transfer fiom the Reserve Account to such Account such amount as may be necessary to remedy such deficiency, If, in any Fiscal Ycar, by the application of money in the Sinking Fund Account the Testae should purchase and cancel or receive from the Chief Financial Officer and cancel Term Bonds in excess of the aggregate Sinking Fund R,quiremenls for such Fiscal Year, the Trustee shall file with the Chicf Financial OfFhccr 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 delivored during such Fiscal Year and the amount of such excess, 'the Chief Financial Officer shah thereafter cause a certificate to be filed with the Trustee not later than the IOdu day prior to such Sinking Furl Date, seting forth with respect to the amount of such excess the years in which the Sinking Fund Requirements with respect to Temp Bonds ac 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 rcremption pursuant in the provisions of this Section, the Trustee shall file with the Chief Financial ONfficax a statement identifying such Bonds and setting forth the date of purchase or redemption, the amount paid to purchase or redamh such Tom Bonds and the amount paid as interest themon. The expenses Incurred in Connection with the purchase or redemption of any such Term Bonds are required W be laid by the Department from the General Reserve Account 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 reamer provided herein, To the extent the City causes to be deposited into the Reserve Account, a Reserve Product fora term of years shodcr than the life of the Series of Bonds so insured or secured or if such Reserve Product is subjeel to termination prior to the maturity of the Series of Bonds so insured, then the Reserve Product shall provide, among otherthings, 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 tho intention of tho issuer thorcof to either (a) extend the tans of the Reserve Product beyond the expiration date thereof, or (b) terminate the Reserve Product on the initial expiration darns thereof or such other future data as the issuer themofslhall have estahlishcd. if the issuer of the Reserve Product nolifics the City pursuant to clause (b) of the immediately prceciing sentence or if the City terminates the Reserve Pmduq or it otherwise temdrustes in accordance with its terms, then the Ctty shall (a) deposit into the Resorya Account, on of 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 oft. Reserve Product eftho Reserve Requirement on the dale such notiaa 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 dw 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 Reserva Product all amounts duo and owing under the temps and conditions of the retmbwsemenf agreement between the City and such provider, Ifany Reserve Product shall not be renewed prior to the stated 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 Resurvo Account at the 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 made to said Accounts by Section 503 hereof or to pay the Interest on or the principal of (whether at maturity, by aeeelerati on at in satisfaction of the Sinking Fund Requirement therefor) the Bonds when due, or to pay Qualified Derivat o Paytnonts when due, whenever and to the extent that the money on deposit in any or all of said Accounts, together with imirs£ers 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 Ruservo Account to pay the interest on the Interest Payment Data next preceding the final rnm7ily of all Bonds outstanding and the principal of and the interest on such Bands on the final matudry 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 C-12 Section 507, Application of Money inRosom Account. An amount equal to the Reserve Requirement for the 1998 Bonds shall he deposited in the Reserve Account on the data 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 after the issuance of such Bonds or for monthly deposits in aecordanco with the provislons in Section 509(d) of this Ordinanco. 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 to henofit of the Bondholders in an amount equal to the differcoco 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 ofnolice as required thereunder) on any Interest Payment Data, 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 Product shall either be (a) an insurer whose municipal bond insurance policies insuring the payment, when due, of the principal of and interest on municipal bond Issues 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 ]cast one nationally rccoghized securities rating agency or (b) a 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 catagodos (without regard to gradations, such az "plus" or "minus" of such eategodes). In addition, such Reserve Product shall be for a tern of not tem than twelve (12) months and any retmhuniarment agreement related thereto shall provide that the City's reimbursement obligation thereunder shall be subordinate to the paymam of the principal of and interest on the Bonds, Notwithstanding the foregoing, if the Reserve Account has been funded with cash or Investment Obligations and no Event of Default shall have occurred and be continuing hereunder, thu 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 M (t) 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 incen a tax purposes, If a disbursement is made from a Reserva Product provided hereunder, the City shall reinstate the maximum limits of such Reserve Product fallowing such disbursement from me" available hereunder in accordance with the pmvisions of Section 503(d), by depositing funds in the amount of the disbursement made under such instrument, 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 casa 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, my such note (a) shall not be a general obligation of t e City the payment of which is secured by rho full excess therefran and shall deliver the same to the Department. Upon receipt thereof the Chiuf Financial Officer shall deposit (a) in the Renewal and Replacement Aceount the amount then required to ba paid thereto by the Department pursuant to Section 503 hereof and (b) all remaining amounts m the General Reserve ACeamht. Whenever the amount on deposit in the Reserve Account is less than the Reserve Requirement, the Trude: shall notify the Director and the Chief Financial OfFhaer of the amount of the deficiency on notification immerliately shall deliver to the Trustee an amount sufficient to cure the same, drawing upon Ponds available in the General Reserve Account and die Renewal and Raplacement Account, in that order. Section 508. Annlication of Monev in the Renewal and Replacement Aeoount. The Department shalt apply money in the Renewal and Rcplaaanerit 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 tate, 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 Gencrai Reserve Acoounl is insufficient for such purpose, (b) the Interest Accounl, the Principal Account, and the Sinking Fund Account, in tint order, upon receipt of a request from the Trustee to remody, any deficiency in any deposit required to be puede to said Accounts by Section 503 hereof or to pay the interest on and the principal of (whether at maturity, by acceleration, or in satisfaction of the 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 the General Reserve Account, is insufficient for such purposes, and (c) the Resarve 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 insutActent for such purpose, If at any time the 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 Monev in the General Reserve Aceount. The Department, shall apply money on deposit in the General Reserve .Account to make transfers, in the following order, to (a) tlx: Rovenuo 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 T ustere, 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 accekmtion, or in satisfaction of the Sinking Fund Requirement) and interest on die Bonds when due, whenever and to the extent that the money on deposit to any or all of said Accounts is insufficient for such purposes, (e) the Reserve Account, upon recelpt of a request from the Trustee to the extent necessary to cure a deficiency therein, and (d) the Renewal and Roplaeumcnl Account to the extant necessary to cum a deficiency therein, The Department, at its option, may apply any amounts remaining in the General Reserve Account after making the afommcn6mad trarrsfors for any one or more of the following purposes but not necessarily in the following order, (1) for any purpose for which money in the Coastruction Fund, the Renewal and Replacement Aceoun[ and the Revenue Account may be used, (2) to the purchase or redemption of Bonds, (3) to secure and pay Subordinated mbt, (4) to secure and pay duo chvsses 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 purpom If the Deparimenl 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 509, shall stale the principal amount of Bonds to be redeemed pursuant to Section 301. of this Ordinance, and shall direct the Trustee to redeem such principal amount of Bonds on a date not later than 60 days following the date of such notice. To redeem all of the Bonds, on or befom the date upon which notice of redemption is given in accordance with Section 304 hereof, the Department shall deposit with the Trustee money or Government Obligations, or a combination thereof, in an amount sufficient to cause the 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 ices and expenses incurred or to be incurred by it through the date of redemption. To redeem the Bonds in part, on or before the date upon which notice of redemption is given in accordance with Article 11thmerif, the Dr:partmcnt shalt !e,Rycr to the Trustee the amount necessary to redeem the Bonds in accordance with said Article lit and shall pay directly to the Trustee all of the fees and axpooses imuned and to be inured by it threugh the date of redemption, The amount of any redemption payment attributable to principal Arid redemption premium, if any, shall be deposited by the Trustee in the Redemption Account for application in accardanrz with Section 510 of this Ordinance and the amount attributable to interest shall be deposited by the Trustee in the Interest Account and applied to pay interest to the date of redemption. The Department shall have the right to purchase any Bonds on the open market with matey on deposit in the General Reserve Account and to surr:ndorthet same to the Trustee. The principal amount thereof consisting of Serial Bonds shall be credited against transfers to the Principal Acwunt 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 ler such Torn Bonds in such manner as shall be specified in a cartifinte of the Chief Financial Officer that is substantially in the form of the certificale filed pursuant to Section 506 hereof and that is filed with the Trustee, Section 510, Annliratim of Mo my in the Redemption Account. The Trustee shall apply money in the Redemption Account to the purchase or redemption of Bonds as follows: the highest rate of interest are Term Bords, the Trustee shall reduce Sinking Fund Requirements for 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 diserction, may determine. For purposes of this paragraph (e), Tom Bonds shall be considered to mature on their respective Sinking Fund Dates In amounts equal to the aggregate Sinking Fund Requirements therefor. Upon the retirement of any Bonds by purchase or redemption pursuant to the provisions oflhis Section, the Trustee shall fie with the Departormt a satement identifying such Bonds and setting forth the date of purchase or redemption, the amount of the purchase price or the Redemption Price cf such Bonds and the amount paid As interest thereon. The expenses incurred by the Trustee in connection with the purchase or mdempdon of any such Bonds shall be paid by the Department from the General Reserve Account. Section 511. 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 of repairing or replacing the Parking System, and (b) to transfer to the Redemption Account and the interest Account to redeem Bonds. Section 512. Funds Field in Trust. All money that the Trustee shall have withdmevn 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 frust 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 Holden fora period of two years after the date on which such Bonds or the interest thoswn have become payable shall be paid to the Department or to such officer, board or body, as may then be ontith d by law to receive the same. Thereafter the holders shall look only to the Department or to such oflieet, 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 amcei (a) all Bonds paid, redeemed, or purchased by the Tmstco or purchased by the Department and Minted to the Tnustes, and (b) all Bonds delivered to the Trustee in exchange for other Bonds or delivered to the Trustee upon the transfer of any registered Bond if a new Bond is delivered upon such transfer. The Trustee shall certify to the bepartment the details of all Bonds so canceled. Ah Bonds canceled under any of the provisions of this Ordinance either shall be C-13 (a) Subject to the provisions otpamgraph (o) ofthis Section, the Trus" shall endeavor to purchase and cancel Bonds or portions thereof, regardless of whether such Bonds or portions &crcof ame then subject to redemption, at the most advantageous price obtainable with re conahle diligence, provided that the purchase price of each Bond shall not osceed the Redemption Price that would be payable on the next redemption date to the Holder of such Bond under the provisions of Article ID of this Ordinance if such Bond or such portion thereof should he called for redemption on such data from rise money in the Redemption Account. The Trustea shall pay the interest accrued on such Bands 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 he redeemed, (b) Subject to the provisions of paragraph (o) ofthk Scetion, the Tnatee shall call for redemption on each Intorest Payment Date such amount of Bonds or pardons thereof as, with the redamptlon premium, if any, will exhaust the money then held in the Redemption Account as newly w may be; provided, however, that not less than Two Hundred Fifty Thousand Dollars ($250,000) principal amount of Bonds or such ksser amount if less than $250,000 in principal amount of Bonds is then Outstanding, shall be called for redemption at any one time. Such redemption shall be rondo pursuant to the provisions of Ardcie 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 porticos thereof from the Redemption Account, The Tnrslee shall withdraw from the Redemption Account and, in the manner provided is Section 505 hereof, set aside in separate accounts or deposit with the Paying Agent the respective amounts required to pay the Redemption Puce of the Bonds or portions thorcofso called for mdr:mption (c) Money in the Redemption Account shall be 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 cetliticatc filed by the Chief Financial Officer with the Trustee (i) designating the one or more Series of Bonds to be purchased or mdeemcd, (ii) if mora than one Series of Bads is so designated, wtting forth the aggregate Principal amount of Bonds of each Series to be purchased or redeemed, which ameunt shall be determined (as nearly as practicable by a ratio of the aggregate principal amount of Bonds of each Series, as ariginxlly issued, to the aggregate principal amount of Bonds of all such Senus, As originally issued, and (iii) umlow the Series Ordinance relating to the Borrie to he redeemed specifies tis aider 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 to be redeemed specifies otherwise, (i) the Truanee shall apply such money to the purchase crone or more Series of Bonds as it shall determine or to the redemption of Bonds bearing the highest rale of interest, (it) if Bonds of more than one maturity bear the same interest rate, the Trustee shall redeem such Bonds in the Inverse order of matunties, and (lit) if the Bonds bearing delivered to the Department or destroyed by the Trustee, as the Department directs, Upon destructloa 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 S14. Disposition of Fund Balances. After pmvision is made for the paymrnt of all Bonds issued under this Ordinance, moluding the interest thereon, and for Bre payment of all other obligations, expenses and charges required to he paid under or in connection with this Ordinance, and receipt by the Trustee of a certificate of the Chef Fhammal Officer to the effect that there are other indentures or other agreements that impose a continuing lien on the balances hereinafter mentioned, the Trustee shall pay all amounts in arty Fund or Account then held by it under this Ordinance to the Department. 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 deans. Section 515. Security for the Bonds. As security for the payment of the Bonds and the interest thereon, the City and the Deportment hereby grant to the Trustee a pledge of (a) Net Revenues, (b) their right to receive Net Revenues, and (e) the money and Investment Obligations in any and all of the Funds and Accounts established under this Ordinance and the intone from such Investment Obligations and the 'investment of such money. It is the intent of the City and the Department that this pledge shall be offective 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, al all times after the institution and during the pendency of bankruptcy or similar proceedings. The Bonds shall not constitute a debt of the City for which the faith and credit of tho City is pledged. The issuance of the Bonds shall not directly or indirectly or contingently obligate the City to levy any tar, or 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 m provided in this Ordinance. The aforementioned pledge shail not inhibit the We or disposition of the Perking System in accordanco with this Ordinance and shall not impair or restrict: the ability of the Department to tnvcst in securities and other Forms of investment, subject to the provisions ofthis Ordinance. Section 516. Rebste Fund. Moneys shall be deposited in the Robak a 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 sball have no right to have the same applied for debt service on tho Bonds. ARTICLE VI DEPOSITARIES OF MONEY, SECURITY FOR DEPOSITS, INVESTMENT OF FUNDS, AND COVENANT AS TO ARBITRAGE Section 601. Sccuilly for Deposits. Any and all money received under the provisions of this Oohdanca shall be deposited as received with the Trustee or one or more other Depositaries as provided in this Ordinance, and shali be trust funds under the terms hereof, and shall not be subject to any lien, or attaohment by any creditor of the City, the Board or the Depaitment, Until money deposited with the Trustee or any other Depositary hereunder has been invested in Dnvastment Obligations, the amount of money in excess of the amount guaranteed by the Federal Deposit Insurance Corporation or other fcderal agency shall be continuously secured for the benefit of the City and the Department and the Holders in such attar manner es may then be requirccl 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 bust funds; provided that it shall not be necessary forthe Trustee or any Paying Agent to give security for the deposit of sty money with it for the payment of the principal of or the redemption premium or the interest on any Bonds or for the Trus[ce or any Dopositary to give security fat any money that is represented by In vestment Obligations purchased underthe provisions of this Article. All money deposited with the Trustee or any Depositary shall be credited to ta; particular Fund or Account to which such money belongs, Suction 602. Investment of Monev. Money held for the credit of all Funds and Accounts shall be continuously invested and reinvested by the Chief Financial Officer, tiro Trustee, or We Dcposinuies, whichever is applicable, in Investment Obligations to the extent practicable. Except as hereinafter provided with respect to the 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 for the purposes intended Investment Obligations in the Reserve Account shall mature or be rodeemabla at the option of thc holder thereof as follows: 25%not later Than five years after the UQ of such investmem, an additional 50'/ net later than ten years after the date of moh investment, and the balani wilhout limitation, For purposes of this Section, the maturity date of any repumhase 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 Trustee written directions *spvWng the investment of any money required to be invested hereunder subject however, to the provisions of this Arfiele, and the Trustee shall then invest such money as so directed. The Trustee tray request in writing direction or authorization of the Chief Financial Officer or his designee with respect is the proposed investment of money under the provisions of this Ordinance. Upon mceipt of such roquest accompanied by a memorandum setting forth the details of any proposed imesiment, the Chlef Financial Officer or his designee shall either approve such proposed inrestnsnt or shall give written directions to the Truslee respecting the covenants with each of the Holders of the Bonds issued hereunder that am net Taxable Bonds OW it will comply with the requirements applicable to it contained in Section 103 and Past IV of Subchapter B of Subpart A of Chapter I of the Code to the extent necessary to preserve the exclusion of interest on the Bonds issued hereunder that am not Taxable Bonds from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the City covenants and agrees', (l) to make or cause to be made all necessary determinations and calculations of the Rebate Amount and required payments of 6e,; Rebate Amount; (2) to ad wide sufficient moneys in the Rebate Furth or elsewhere, from the Net Revenues or other legally availab6 £aids of the City, to thinly 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, d the times and to the extent required pursuant to Section 148(£) ofthe Cade; (4) to maintain and retain all mcords pertaining to the Rebate Amount with respect to the Bonds that are not Taxable Bonds issued hcreunder and required payments of the Rebate Amount with respect to the Bonds that are not Taxable Bonds for at kcasi six years after the foal maturity of the Bonds that aro not Taxable Bonds or such other period as shall be necessary to comply with the Code; (5) to refrain from taking any action that would cause any Bonds or any Series or portion ftmof issued hereunder, other than Taxablc Bonds and bonds issued with the intent that they shall constitute "private activity bonds" under Section 141(x) of tea Code, to be classified as "private activity bonds' under Section 141(a) of the Code; and (6) to refrain from taking any action Wei would cause the Bands that am 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 ate not Taxahle Bonds that will exist as long as the requirements of Section 103 and Part IV of Sulichaptor B of Subpart A ofChapier I of the Code am applicable to such Series 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 ofsuch Series of Bonds and after payment in full C-14 investment of such money and, in the case of such directions, the Trustee then shad invest, subject to the provisions of this Article, such money in accordanco with such directions. Investment Obligations acquired with money In or credited 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 on Investment Obligations in any Fund or Account and arty profit or loss maliaed upon the disposition or maturity of such Investment Obligations shall be cmdimcl to or charged against any such Fund or Account. The Tmstce shall sell at the best price obtainable or reduce to cash a sufficient amount of such Investment 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 Ions resulting from any such sato or reduction to cash. Whenevera Irarrsfur of money between two 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 Article VI, provided that the Investment Obligations transferred are those in which money could be invaded atthe date ofsuch transfer. Section 603. Valuation. For the purpose of detomtining 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 he valued (a) at face value if such Investment Obligations mature within 12 months from the data of valuation- thereof, and (b) if such Investment Obligations mature mom 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 (d) the cost of such Investment Obligations plus the amortization of any premium or minus &- amortimtion of any discount thereon, and (it) market value of such Investment Obligations, Investment Obligations in the Reserve Account shall be valued at Weir market value. All Investment Obligations in all of the Funds and Accounts created hereunder, shall he valued no earlier than the 20th day of the second month next preceding a principal payment date and no later than the 21st day of die 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 "I be valued at any time requested by die 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 the 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 Ofcor and the Director notice, of such deficiency and the amount necessary to cure the soma. Section 604. Trio Covenant. It is the intention of We City and the Department that the interest on 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 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 Iawfil purpose, The Rebate Fund shall be held s Taraw and apart from all other funds mud accounts ofthc City, shall not W impressed with a lien in favor ofthe Bondholders and shall be available for use only as provided in this Resolution and the Code. Notwithstanding any other provision of this Ordicance, including, in particular Arliele XII hereof, the obligation of the City to pay the Relate Amount to tho United States of America and to comply with the other requirements of this Section shall survive the defeasance or payment in full army Series of Bonds that me not Taxable Bonds, ARTICLE VII GFNFRALS COVENANTS AND REPRESENTATIONS Scctlon 701. EUment of Prinejpgl, 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 otherwiso) 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 time intent and meaning thereof. The Bonds are not general obligation of the City but me limited obligations payable solely from Net Revenues, the City and the Department'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 SO 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 contingentty obligate the City to levy any tar or to pledge any Donn 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. Section 702, Construction of 1998 Proiect and Additional Svstern Facilities, Upon issuance of the 1998 Bonds, the Department shall diligently proceed to construct the 1948 Project The Department shall construct any Additional System Facilities for the construction of which Bonds am issued or for which money repayable from the proceeds of Bonds is advanced to the Department, in accordance with pians approved by a Parking Consultant. Upon the completion of the 1998 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 value equal to the amount of such contract and that are elighlo as security for the deposit of trust funds as provided in Section 601 of this Ordinance. The proceeds of any such performance bond or securitis shall be deposited in the Construction Fund and applied toward the compietien of the 1948 Project or the Additional System Facilities in connection with which such performance bond or securities are furnished. Section 793. Onemtion of ParkingiSystem. Tlw Department shall establish and enforce reasonable roles and regulations governing the operation and use ofthe Parking System, operate the .Parking System in an officient 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 necossary to the operation of the Parking System upon a revenue-producing basis, and comply with all valid sets, rules, regulations, orders and directions of any legislative, executive, administrative -judicial body tivat 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, or opomtuil, or participate with any person, entity, or governmental unit or subdivision the conslmc[ion, operation, or maintenance of, any off-s[rect parking facilities that would impair the rovenuu-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 previsions hereof and such facilities am 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 Ural 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 comet rotas, fees, rentals, and charges for the use of the Parking System and shall ruviso such rates, fees, rentals and duarges as often as may be necessary or appropriate to produce Revenues in each Fiscal Year at [east equal to the sum of (I) Current Expenses 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 period. In calculating Principal and Interest Requirements for purposes hereof, the City and tho Department may net out there,finm any amount of interest for such period for which a like amount of accrued or capitalized interest has been set aside and held hereunder. (b) If, in any such period, Revenues.am less than the amount required under paragraph (a) of this Section and if the cash and value of the Investment Obligations available within the Funds and Accounts created hereby aro not sufficient to make the deposits required to be made pursuant to paragraphs (a), (b), (a), (d) and (f) of Section 503, the City and the Department shall take action to ruvise their rases, fixe, rentals and charges, or alter their methods of operation or We other action in such manner as is calculated to produce the amount so required in such period. (c) if the audit report for any Fiscal Year indicates that the obligations under paragraph (a) of Ws Section 704 have not been satisfied then within 15 days of the receipt of tho 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 the Parking Sysh:m, to inspect the properties constituting the Parking System, and to submit to the Board and the Director, within 60 days thereafter, a written report an the same, including tha action taken by the City and the Department with respect to the revision of its rates, fees, rentals and charges, 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 samo as if such covenants were set forth in full in this Ordinance. Section 707. Records. Accounts and Audits. The Department shall keep the funds, accounts, money and investments of the Parking System separate from ali other funds, accounts, money and investments of the Department and the City and shall keep accurate records and accounts ofall items of costs and ofall expenditares relating to the Parking System and of the Revenues oollected 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 eause 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 proceding 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 corresponding periods in the next preceding Fiscal Ycar, and within 120 days atter the close of such Fiscal Year the Department shall rause the Accountant to prepare an audit of its books and accounts pertaining to the Parking System. Reports of tach such audit shall be filed with the Board, the Chief Financial Officer and the Tnutea 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 "I be made available for inspection al the office of the Chief Financial O$icor. 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 nsults 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 shag be deemed to be in compliance with this Section if the Department is taking all reasonable and feasible action to obtain such opinion in subsequent Fiseal Years, And if, in lieu of a statement as to compliance and conformity, such opinion statics the reasons for such non- compliance or non -conformity, Each audit report shall be accompanied by a special report ofthe Accountant setting forth in respect of said Fiscal Year the same matters as are heminabevo required for the quarterly reports of the Chief Enanciai Officer and a calculation to determine compliance with Section 704(a) of this Ordinance. Such special report shall state (i) whether there existed at the end of the Fiscal Year under audit any violaton 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. C-15 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 is producing the amount so required during that Fiscal Year, Promptly upon its moeipt of the mcemmerdations 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 Nparlment fail to take action as required by paragraphs (b) " (e) of this Section, the Tnrstee may, and upon request of lire 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 tho Parking System shall be permitted without compensation. Section 705. Bstdots and Covenant as to Current Expeases, On or before the 96th day next preceding the beginning of each Fiscal Year, the Department shall prepare a preliminary budget for the ensuing Fiscal Ycar for the Parking System in the forth of the budget then required by law and shall file a copy ofoach such preliminary budget with tho Trustee. Each budget shall be prepared in such manner as to specify Current Expenses and the amounts to be deposited in the various Fonds 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 statumust of Revenues, Current Expenses and rates, fees, rentals and charges estimated to he 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 edditons, extensions and improvements to the Parking System and the amounts to be expended during such Fiscal Year from money in the General Reserve Aceount 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 collectively 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 writing, and made available for inspection at the office of the Chief Financial Officer. If the City and the Board have not adopted the Armual Budget before the first day of any Fiscal Year, the preliminary budget for such Fiscal Year or, if there is none, the budget for the preceding Fiscal You, shall be deemed to be in force and effect. Section 706, Covenants with Credit Rarlis litsumns and Ruscrve Product Provide The City may make such covenants as it may, in its sole discretion, determine to ba appropriate with any Insurer, Credit Bank or Reserve Product Provider that shall agree to insure or to provide credit or liquidity support for Bonds of any ono or mom Series that shall enhance the security or the value of such Bords. Such covenants may be set forth in the applicable Series Ordinance or E For purposes of this Ordinance, each Fund created hereunder shall be a series of accounts within the book of accounts of the Depamneut and shall connote a segregation of accounts that will support special purpose disclosure reports, and nothing herein shall be construed as requiting a separate set of books and accounts or separate bank accounts, The Department shall rause 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 govermnantal authority having jurisdiction over the Parking System. Tho cost of such audits shall be treated as a pad of rite cost ofoperation of due Parking System. Section 708. Insurance. Baud 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, use 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 andlor 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 shali be in the amounts, manner and of the type provided by entities operating properties similar to the properties of the Puking System. Not less than once every two years the lnsurance 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 ofsuch insurance open 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. Notico of Taking: CooaoraLon of Parties. If any public authority or entity attempts to take or damage all or any part of the Parking System through Eminent Domain proceedings 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 Trustee 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 Tmstou. 'Ito Net Proceeds of any award or ,gmpcesatton resulting from Eminent Domain proceedings shall be applied in accordance with the provisions of Scorion 7I0(a) of this Ordinance, Section 710, lnsurance and Eminent Domain Proceeds. (a) All Net Proceeds of all insurance mquired by Section 799 of this Ordinance and all Net Proceeds resulting from Eminent Domain proceedings shall be delivered to the Trustee for deposit in die Insurance and Condemnation Award Account and shall be applied at the election ofthe Department: (I) 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 otherwise adversely affect the rovenuo-producing capability of the Parking System, provided that prior to the commencement of such replacement, repair, rebullding or mstoradon, the Department shall deliver to the Trustee a report of a Parking Consultant setting ferh (.A) an estimate critic 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 be made available by the Department, will be sufficient to pay the Costs of the replacement, repair, rebullding or restoration of the Parking System, or (2) to the mdemption of Bonds, provided that Bonds may be redeemed only if (A) the Parking System has been restored to substantially the same condition as prior to such damage or destruction or taking, or (B) the Dcpahtment baa determined that the portion of tho parking System damaged or destroyed or taken is not necessary to the operation of the Parking System and that the failure of the Department to repair or restore the same will not impair or otherwise adversely affect the revenue-produchhg 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 dos not apply Net Proceeds or cause them to be applied, to mplace, repair, rebuild, or restore the Parking System, the Department shall direct the Tmstec to redeem Bonds in accordance with Article III of this Ordinance and to trunsRr from the Insurance and Condemnation Ahvard Account to the Redemption Account an amount sufficient to pay aw 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 ime—t. accruing on, the Bonds to be redeemed to the date of redemption, If the Department elects to apply Net Proceeds, or cause them to be applied, to replace, repair, rebuild, or restore the Parking System, the Trustee, shall cmato a Proceeds Account in the Construction Fund, shall transfer such Net Proceeds from the Insurance and Condemnation Award Account to the Proceeds Account, and shat make disbursements therefrom, to the extent practicable. (b) The Net Proceeds of use and occupancy insurance carried Pursuant to Section 708 of this Ordinance shall be applied as follows: (i) an amount equal to the Operations and Mahhtenmeo Requitement shall be deposited in Ow Revenue. Account, (ti) an amount equal to tee excess of that required to be deposited in the 5ntemsl Account, the Principal Account, and the Sinking 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 AccauMs, and (iii) any balance remaining shall, be deposited in the Revenue Account and applied to pay Current Expenses. Department shall then have the right to demolish or remove such property and, to the extent permitted by law, may sell, or otherwise dispcso of all or a part of the same, if; (I) prior to such removal or demolition the 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 property or sumah es having the same general function and revenue-producing capacity m that of the property demolished or removed, or (B) any such reel property and structure now or hereafter existing as put of the Parking System may be demolished or removed by the Departar"t from lime to time and the Depam went shall net be required to construct or acquire any real, property or stmetares 'm 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, slating (i) that no DoWt has occurred and is continuing under this Ordinance, or, Harty Default then exists, that the same will be cured by action taken pursuant W 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 7l5 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 equal to the estimated Not Revenues which would have been realized from continued operation by the Department of the facilities to be leased. (e) 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 skeet closings or aro otherwise necessary in the determimadon of the Department or the City and which will not materially lessen the income and revenues to be derived from such meters. The Department shall deposit the proceeds resulting from abandonment, sale or disposition of properties constituting the Parking Systema to any Account in the Construction Fund if the amount then on deposit therein is insufficient to pay the Costs of the 1996 Project or C-16 Section 711. Compliance with Aoplicabk law. So long w any Bond is Outstanding, the City and the Depamnent shall comply or cause there to be compliance with all applicable laws, orders, rules, hugulatims and requirements of any municipal or other governmental authority relating to the construction, use and operation of die Parking System, NoNtig contained in this Section shall prevent the City and the Department from contesting in good faith the applicability or validity of any law, orliaancc, 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 M. Payment of Charges and Covenant Against Encumbrances, Except m provided heroin, the City and the Department shall not create or suffer to be created any lien or charge upon the Parking System or any part thereof, or on the Revenues. ']lee City and the Department shall pay or cause to be discharged, or shall make adequate provision to satisfy and discharge, within 60 days after the same become due and payable, all lawful costs, expenses, liabilities and charges relating to the maimenanec, repair, replacement or improvement of the properties constituting die Parking System and the operation of the Parking System and lawful claims and demands for labor, materials, supplies or other ob)ects 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 thera of is contested in good faith and by appropriate legal proceedings. Section 7I3, Disposition of Parking System. Except as provided in this Section 713, the Department shall not -11 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 of any machinery, apparatus, tools, instruments, or other moveable property or fixtures acquire by it in connection with the Parking System, or any materials used in conneotiom therewith if the Dimelor determines that such articles are no longer needed or use&d in oomection with the construction or maintenance of the properties constituting die 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 dee revenue-producing capability of the Parking System. (b) The Deparirnerrt, without notice to the Tmacc 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 part or the Parking System provided teat the Board, by resolution, determines that such removal or demolition does not impair the operating efficiency of the Packing System or materially reduce die rcveuueptodueing capability of the Parking System, (c) Notwithstanding the provisions of paragraph (b) of this Section, if the lepiummat determined that any real property or structure constituting a part of the Parking System has become inadequate, unsuitable or unrweesswy, the any Additional System Facilities or to the General Reserve Account if the amount on deposit therein is less than the amount to he deposited therein pursuant to the Capital Funds Budget, as the Department may direct. All proceeds remaining after such deposits shall be paid to the Trustee for deposit in the Redemption Account. Section 714, Additional by= Facilities. Additions to the Parking System, All buildings, structures, and Items of personal property that are constructed, placed or installed in or upon the properties constituting the Parking System as an addition or improvement in, as a substitute for, or in renewal, replacement or aherstion of, any buildings, structures, and personal property constituting part of the Parking System, and all real property acquired m an addition to, in replacement of, or as a substitute for real property constituting a part of the Parking System shall thereupon beeane a part oftbe Parking System, other facilitios not financed by the issuance of Bonds wrier 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 Older Agreements. Subjee-t to the provisions of Sections 604 and 713(d), the Department may lease, as lessor, all or any part of the Parking System, or contract or agree for the performanw by others, of operation or services on or in connection with the Parking System or any part thercol, for any lawful purpose, provided that: (a) each such lease, contract or agnicrrrm , 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 Minahxe to the same extent as if such lease, contract or agreement, or any amendment or rescission thereof, had not been executcd; (c) the obligation of the City and the Department render such lease, conttact or agreement shalt be subordinaks 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 pease, commcl or agreement or any amendment or rescission thereof, exceeds 5% of the Revenues for tee preceding Fiscal Year, then the Board shall expressly determine by resolution that it has given due consideration to the provisions of Section 764 hereof prior to the ex ution 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. no Board shall not be prevented fro. 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 rovision to comply with the provisions set fed in paragraphs (a) and (b) of Section 704, Section 716. Interim Indebtedness: Short Term 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 (l) the requirements for the issuance of Additional Bonds set forth in Section 249 of this Ordinance mould be satisfied if such loterim Indebtedness 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 rato 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 be filed with the Tnstco,, simultaneously with the incurrence of such Interim Indebtedness, a letter from a banking, investment banking or ether appropriate financial institution stating that, under the then current market conditions, such Interim Indebtedness could be placed on sold on the tars and conditions assumed for the purposes of (a) (1) above and (b) to incur Short Tem Indebtedness payable as to principal and interest as Current Expenses pmvidcd that such Short Tor Indebtedness at any time outstanding shall not exceed 20% of the Department's Cumnt Expenses of the Parking System for the last Fiscal Year for which an audit is available, Section 717. Financing of Special Purposo Faeditios. Nothing in ibis Ordinance shall be construed as prohibing the City or the Dalimurent from financing the acquisition or construction of any Special Purpose Facilities permitted by law (whether or not related to parking) so ions as the following eerditlons are satisfied: (a) the debt obligations issued to finance the special purpose facilities aro not directly or indirectly secured by or payable from Revenues but are secured by and payable from such other searces as are then "tried by law; (b) the Department shall have delivered to the Trustee opinions of the City Attorney to the etfect 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 oftho covenants or provisions of this Ordinance; and (c) the Department shall have delivered to the TRW" a statement, signed by the Parking Consultant, W 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 the Parking System. Such Special Purpose Facilities may include any facility pormissible under the laws of the State, including but not limited to, parking facilities. Socll 718, Subordinated Debt, The City may incur and issue Subordinated Debt to finance the acquisition and consWetian of any facilites which the Board and the Department may operate and maintain pursuant to law, except For Special Purpose Facilities described in Section 717 hcroof, if the follaving conditions aro met: (a) the City shall adopt an Ordinance authorizing tlhe nistuanoo of any such SubortInated 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 die proceeds of older Subordinated Debt, Additional Bonds, any money available therefor in the General Reserve Account, or from may other legally available source provided that such Section 722. No Free Parkimg at City Facilities. The city covenants that no free parking will be permitted pursuant to {ease or other contractual arrangement upon real property or at facilities owned or operated by the City. Stiction 723. Do cal to Manage City Parkirtz Facilities. The City covenants that if it acquires, finances or constructs any facilities or structures for the off-street parking of motor vehicles, which facilitios or structures are not a part of the Parking System, it will engage the Departmentio manage and operate such facilities and structures. Section 724. Biennial luumcdon. No later than one hundred twenty (120) days after the end of each second Fiscal Year, commencing with the Fiscal Yom ending on September 30, 1994, 010 Department shall car se the Parking System to be inspected by the Parking Consultant, who shall make and file with the Department, the Trustee, the Credit Banks and the Insurers, a written report of such inspection and of the physical cohdition of the Parking System. The Trustee shall mail a copy of such biennial inspection report to any Holder requesting the same in writing. ARTIC,E Vlll REMEDIES Section 80i. Extension of Interest Payment. if the dme for the payment of the 'mtcrest on any Bond is extended, whether or not such extension is by or with the consent of to 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 fall of the principal of all Bards then Outstanding and of interest 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 arc due and payable, citherat maturity or by redemption or otherwise; (b) payment of the interest on any of die 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 the Department as a result of the ownership, control or operation of Hee 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 order, 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; C-17 Subordinated Debt shall be payable from Additional Bands only to the extent such indebtedness was issued for any purpose for which Additional Bonds may be issued under this Ordinance; except for payments from the proeoeds of Additional Bonds and the Cenral Reserve Account, no money in any other Fund or Account created pursuant to the previsions of this Ordinance shall bo used to pay the principal of, or the interest or mdcmptim premium, ifany, on, any Subordinated Debt; and (c) simultanoously with the delivery of and payment for any such Subordinated Debt them shall be filed with the Trustee a certificate of the Chief Financial Officer staling that no Default has occurred and is continuing under this Ordinance or, if any Default than exists, that the proceeds of such Subordinated Debt will be applied to cure the same. Section719. Engagement of Accountant. Insurance Consultant and Parking Consultam, For the purpose of raising to be performed and carried out the duties imposed on the Accountant under this Ordinance, the Board shall engage as die Accountant m independent cortified public accountant or a firm of indepeadonl certified public accountants having a favorable repute forsWI and experience in such work. For the purpose of performing 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 (tomof shall be sem to the Trustee. For the purpose of causing to be performed and carried out the duties imposed on the Parking Consultant under this Ordinance, the Board will engage 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 tire" as a part of the cost of operation and maintenance ofthe Parking System, The Accountant and the Parking Consuhanl 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 the City and the Department may be examined by the Accountant and the Parking Consultant at all reasonable times upon reasonablo notice. Section 720. Fur ln§lmments and Actions, The City and the Hoard shall, from time to time, execute and deliver such further instruments or take such further actions as may be required to wary oulthe purposes of this Ordinance, Section 721. Use of Revenuos and Inconsistent Actions, Thti City and the Board covenant and agree tleaf, so long as any of the Bads secured hereby art outstanding, none of tho Revenues will be used for any purpose other than as provided in this Ordinance, and that no contract or contracts will be mitered into or any action taken by which the rights of Holders might be impaired or diminished. (d) the City or the Department: (i) becomes insolvent or the subject of insolvency proceedings; or (ii) is unable, or admits io 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 merganizabon, composition, readjustment, or liquidation of assets, or requesting similar refief; or (v) applies to a court for the appointment of a receiver for it or for the whole or any pad ofthe 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 rat discharged within 90 consecutive days after his appointment; or (vii) becomes the subject of an ',order for relief within the meaning oftlue United States Bankruptcy Code; or (viii) files an answer to a creditor's petition admitting the material allegations thereof for liquidation, reorganization, readjustment or composition or to effect a plan or odror arrangemhont with creditors or fail to have such, petition dismissed within 6C consecutive days after the same is filed against the City or the Dopartment; (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 crony other law for the relief or aid of debtors, and such custody or control is not lerinated within ninety (901 days from the date of assumption of such custody or control; and (f) the City or the Dupadmicnt defaults in the due and punctual performance of any other of the covenants, conditions, agreements and provisions ,contained in the Bonds or in thus Ord neince, and such default continues for 30 days after receipt by the City and the Department ore written notice from the Trustee specifying such default and requesting tat it be contacted, provided that if prior to the expiration of such 30 -day pend die City or the Department institutes action reasonably designed to cure stab default ere "Event of NEW shall be deemed to lrayo occurred upon the expiration of such 30 -day period for se long as the City or the Deparunenl 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 off :ct shall be given to payments made under a Bond Insurance Policy, Section 903. Acceleration of Maturities. Upon the happening and continuance of any Event of Default specified in Section 902 of this Article, than and in every such case the Tmstea may, and upon the written request of the Hollers of nol less than 21% in aggregate principal amount of the Bonds them outstanding, shall, by a notice in writing to the City and the Department, declare tho principal of all of the Bonds then O utstaoding (if not then due and payable) to be due and payable immediately, and upon such declaration the same shall become and be immediately due and payable, anything eontalnd in the Boods or in this Ordinance to the contrary notwithstanding, If the conditions identified in ciarrses (a), (h) and (e) of this paragraph have been satisfied after the principal of and Interest on the Bands have been declared to be due and payabie and before the entry of final judgment or decree in any suit, action or preceding Instituted on account of such default, or before the completion of the enforcement of any other remedy under this Ordinance, then and in every such case the Trustee may, and upon the written request of the Holders of not loss than 25% in aggregate principal amount of the Bonds net then due and then outstanding shall, by written notice to the City and the Department, rescind and annul such declaration and its consegmnecs, but no such rescission or annulment shall extend to or affect any subsequent Event of Default or impair any right consequent themm (a) money sufficient to pay the principal of all matured Bonds and all arrears of interest, irony, upon Bonds then Outstanding (excopt the principal of any Bonds not Oam due except by virtue of such declaration 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 Fond Account, (b) all amounts then payable by the Department hereunder have been paid or a sum sufficient to pay the same has been deposited by the Chief Financial Officet with the Trustee or the Paying Agent, and (c) every other defaull in the observance or perfomuarce of any coymant, 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 declaration under this Section) has been remedied. If pursuant to the provisions of this Ordinance the obligation of the Department to pay the Bonds is decelerated, the Department shall pay to the Trustee forthwith but only from Net Revenues, an =can[ that is sufficient, together with all other funds available therefer, to pay such Bonds in full, and an amount that is sufficient, together with all other funds available therefor, to pay all driver expenses of tho Trustee incurred or to be incurred under this Ordinance. Section 804. Remedies. In addition to any remedies then available to the Trustee under WN Ordinance and under State and federal law, upon the occurrence of an Event of Default the Trustee may: (a) Requiro the Department to endorse all checks and other negotiable instruments representing Nei Revenues to the ender of the Trustee immediately upon the recelpt themof and to deliver such mdorsod instruments daily to the Trustee, (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 Trustee. (c) Upon the filing are suit or othercotmencemenl 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 ofa receiver or receivers of the Parking System and of the Net Rcvenucs pending such proceedings, with such powers w the court making such appointments confers, whether or not the Nen Revenues are deemed sufficient ultimately to satisfy the Bonds then Outstanding hereunder (d) Take whatever action at law or in equity may appear nooessary or desirable to collect the amounts then due and thereafter to became due or to enforce observanceor performance of any covenant, condition or agreement 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 All payments to be made to the Holders pursuant to this Section shall be made ratably to the Persons entitled thereto, without discrimination or preference, except that ifthere are insufficient funds to make any payment of iMemsi 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 dee 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 Requimments) 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 al? principal (including Sinking Fund Requirements), as the case may be, on all Bonds. The provisions of this Section are in all respects subject to the provisions of Section 891 of this Article. Whonever money is to be applied by the Trustee pursuant to the 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 solo discretion shall d�temnine, having due regard for the amount of such money available for such application and the likelihood of additional money becoming available for such application in the future, (h) the deposit of web money with the Paying Agent or otherwise setting aside web money as provided herein, in trust for the proper purpose shall constitute pmper application by the Tnectee, and (c) the Trustee .shall incur no liability whatsoever 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 Trustor:. Whenever the Trustee exercises such discretion in apptyhhg such money, it shall fix the We (which shall be an Interest Payment Date unless the Trusteo shall deem another date more suitayle) upon whiob 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 Tnrstee for cancellation if fully paid. Section 807, Effect of Discontinuance of Proceedings. If any proceeding taken by the Trustee or Holders on account of any Event of Default is discontinued or abandoned for any reason, then and in every such case, the City, the Board, die Department, the Trustee and the Holders shall W 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 Holders, Anything in this Ordinance to the contrary notwithstanding, the Holders of a majority in aggregate principal amount of Hoods at any time outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, to direct the mothod 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 proyisions ofthis Ordinance, Section 809. Restrictionrown 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 law on any Bond or for the execution of any trust hereunder or for any C-18 may, and upon the written request of the Holders of not less than 125% in aggregate principal amount of the Bonds then outstanding shall, proceed to ismicet and enforce the rights of the Holders under federal or State law or under this Ordinance by web suits, actions or special proceedings in Nutty or at law, either for the specific performance army covenant or agreement contained herein or is aid or execution of any power heroin granted or for the en£ercorreni of any Proper legal or equitable comedy, as the Trustee shall deem most effectual to protect, and onforce such rights. Section 806. Pro Rata Application of Funds. 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 la 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 $03 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: Erg: ifthe principal of the Bonds has not become due and payable, to the Payment of all installments of inlenst then due, in the order of the maturity of the instal Imonts of such interest; s000ftd: if the principal of of less than all of tho Bonds has became due 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 net 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 the payment of all interest due on Bonds of which the principal is not overdue, and nest to the payment of intorest 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 an 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 he=f; and fieri, 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 the 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. 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 In be instituted, (b) have requested the Trustee to take action after the right to exercise such powers or right ofaction, as the ease may be, shall have aeensed, (c) have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers hereinabove granted or to institute such action, suit or proceedings in its or their name, and (d) have offered to the Trustee reasonable security and indemnity against the costs, expenses and liabilities to be incurtrd therein or thereby, and the Trustee shall have refused or rwglected to comply with such request within a reasonable time, Such notification, request and offer of indemnity ate 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 Ordnam:e or to any other remedy hereunder. Notwithstanding the foregoing provisions of this Section and without complying therewith, the Holders of not less than 2Vz. 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 one or mac Holders shall have any right in any manner whatsoeycr 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 Holdew by law are restricted by this Ordinance to the rights and remedies herein pm,ided, Section 810. Enforcement of Rights of Action, All rights of action (including the right to filo 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 Tnustee shall be brought in its name as Trustee, without the neoessity 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 ofthis Ordinance. Section 811. No Remedy limlesive. 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 web remedy shall be cumulative and shall be in addition to ovary other remedy given hereunder or now or hereafter existing at Law or in equity. Section 812, Belay 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 not 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 Ibis Ordinance to the Trustee and to the Holders may be exercised from time to time and as often as may be deemed expedient. The Trustee and upon written request of the Holders of not less than 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 Ordinancce or before the canplet to of the enforcement of any other remedies under rids Ordinance, but no such waiver shall extend to or affect any other existng or subsequent Event of Default or impair any rights or remedies consequent themon. Section 813. Notice of Default. The Trustee shall mail to all Holdors of registered Bonds, at their addresses as they appear an the registration books maintained by the Trustee, and all Holders requesting the same, written notiee of the oceprrcncg of any Event of Dofaalt within 30 days after the Trustee has notice of the same, Howover, 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 Fnferce Payment of Bonds Unimpaind. 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 Delwrtrnent W pay the principal of and interest on each Bond to the Holder thereof at the time and place specified in said Bond. ARTICLEIX THE TRUSTEE Section 901. Acceptance of Trusts. The Trustee under this Ordinance. and Paying Agent for the 1998 F3066 shall be designated in the Series Ordinance for such Series. The Trustee shall signify its acceptance of the duties and obligations and agree to execute the trusts imposed upon it by this Ordinance by executing the certificate of authentication endorsed upon the 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 Trutco and the respoctive Holders of foe Bonds agree. Unless the Trustee has been given notice or otherwise has notice that an Event of Default has occurred and is continuing, the Trustee shall not be responsible except for the NObrat nee of those duties that are expressly set forth in this Ordinance, and no implied covenant or duty shall be read into this Orhruace against the Tnrsteei provided, however, that nothing herein shall relieve the Trustee from responsibility for its own regl igcnce 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 caro and skill in their exeruise as a prudent man would exercise or use ander the 4mounrsharnces in the conduct of his own affairs. Section 902, Indemnification of Toenro as Condition for Remedial Action Upon Direction of Holders, The Trustee shall be under no obligation to lake any remedial proceeding under this Ordinance upon direction of the Holders in accordance with Section 908 hercefuntil it is indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disbursements, and against all liability, provided that the Trustor: shall have no right to indemnification for any costs, expenses outlays, counsel foes, 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 cio anything else in ils)udgment proper to be (c) a brief dowriplion 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 redeemed; and (e) any other information that the Doportment may reasonably request. All records and flies Pertaining to the Bonds and the Parking System in the custody of the Trustee shall he available at all reasonable times for inspection by the Department, the Holders, and their agents and representatives. Section 907. Trustee Protected in Rulvina 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 6ith and in accordance with the terms of this Ordinance upon, any resdu6on, order, notice, request, consent, waiver, certificate, statement affidavit, requisition, bond or other paper or document tlul it in good faith reasonably believes to be genuine and to have been adopted or signed by the proper board or person or to have been prepared and fumishcd pursuant to any of the provisions of this Ordinance, or upon the written opinion of any attorney, engineer or accountant believed by the Trustee to be qualified in relation to the suhject matter, and the Trustee shall be under no duty to make any investigation or inquiry as to any statements contained or matters refined to in any such instrument. 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, Excipt as olherwiso provided in this Ordinance, any request, notice, certificate or other instrument from the Department to the Trustee shall be deemed 0 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 t7efanit. 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 ro 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 than Outstanding. Section 909. Trustee Not Responsible for Recitals. Tho recitaFs, statements and representations contained herein and in the Bonds (excluding the Tmstoe's certificate of authentication on the Bonds) shall be taken and construed as made by and on the part of the City and the Deparmneni and not by the Trustee, and the Trustee shall be under no responsibility for the Wneet ness of the same, Section 910. Tnrstag, May Deal in Boots. 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 7ansactions, to the extent permitted by applicable law, buy, sell, own, bold and deal G19 done by it w such Trusice, without indemnity and with or without the direction of Holders, and in such case the Department, at the rcquest of the TwAcc, shall reimburse the Trustee from Revenues for all reasonable cosi, expenses, outlays and counsel fees and other reasonable disbursements properly incurred in connection therewith. Seellon 903. Limitations on Obligations and Responsibilities of Trustee, The TmWo 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 dw Department, or to report, make or file claims or proof of loss 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 auch payment to be made, Tho Trusteu shall have no responsibilityin respect of tho 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 be under no obligation to see that any duties herein imposed upon the City, the Board, the Dreparmnent, any consultant, any Paying Agent other than itself, any Deposimry other than itself, or any party other than itself are dome or performed. Section 904, Trustee Not Liable for Rallme 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 any collections or deposits or to perfonv any act herein required of the Department or for the loss of any money arising through the insolvency or the act or default or ornisslon of any Depositary otter than itself in which such money is deposited under the provisions of this Ordinance. The Trustee. stall not be responsible for the appliwarion of any of the proceeds of Bonds or any other moncy deposited with it and paid out, withdrawn or transferred hereunder if such application, payment, withdrawal or transfer is made in accordance with the provislons of this Ordirmce. The immunities and exemptions from liability of the Trustee hereunder shall extend to its directors, officers, employees and agents, Section 905. Commensation of Trustee and Paving, Ag,ent. 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 Agoat, the Department shall pay to the Trustee or such Paying Agent from Revenues reasonahte compensation for all services performed by it hereunder and also all its reasonable axpenses, charges 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 Tmstee, On or before the 1% day of each month the Trustee shall file with the Department a statement setting forth in respect of the preceding calendar month', (a) the amount withdrawn or tramferted by it from, and the amount deposited in or credited to, each Fund or Account held by it underthe provisions of this Ordinance; (b) the amount on deposit with it at the end of such month in each such Fund or Account 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, Resiinnation and Removal of Tmstec Sub'ccl to Anooinhnent eF Successor, No resignation or removal of hse Trustoo arsd no appoiMnnent of a successor Trustee pimsrrant to this Article shall become effective until the acceptance of appointment by the successor Trustec under Section 915. Section 912. Resignation of Trustee. 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 lees than 90 days before such resignation is to take affect. Such resignation shall take effect immediately upon the appointment of a new Trustee hereunder if such new Trustee is appointed and accepts the trusts 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 take, prior to such resignation becoming offecdve. Section 913. Removal of Trustee. The Tnvstee may be removed at any time by an insimmont or concurrent instruments in writing, executed by (€) the City and the Department or Ili) 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 breach of trust or for acting or proceeding in violation of, or for failing to act a proceed in accordance with, any provisions of this Ordinarncc with respect to the duties and obligations of the Trustee, by any eowt of competent jurisdiction upon the application of the Holders of not less than 204. in aggregate principal amount of Bonds then Outstanding. Section 914. Amtsolntment of Successor Tmsiee, ]fat any lime the Trustee resigns, is removed, is dissolved or otherwise becomes incapable of acting, or the bank or trust company acting as Ttusfee is taken over by any governmental official, agency, department or board, the position of Tr Acc shall dnoruupen become vacant. Ifthe position of Trustee becomes vacant for any reason, the Department shall appoint a Trustee to fill such vacancy, A successor Trustee shall not be required if the Trustee sells or assigns substantially all of its trust business and the vendee or assignee continues in the trust business, or if a transfer of the trust department of the Trustee is required by operation of Imv, provided that such vendco, assignee or traru£eree qualifies ns a successor Trustee under this Section 914. The Department shall provide notice to the Bondholders of such appointment by first class U.S. mail, postage prepaid. At any time within ora year after any vacancy in the offiw of the Trustee has occurred, the Holden of 20% in principal amount of Bonds then Ou(standing, by an instrument or concurrent instruments in writing, executed by such Hoiden and filed with the Department, may appoint a successor Trustee, which shall supersede any Trustee theretofore appointed by the Department Photographic copies of each such iostnvnent shall be delivered promptly by the Department to the predecessor Trustee and to the Trustee so appointed by the Holders. If no appointment of a successor Trust" is made pursuant to the foregoing provisions of this Section, any Holder or any retiring Trustee may apply to any covet of competent juriscilction to appoint a successor Trustee. Such mutt may thereupon appoint a successor Trustee, Arty successor Trustee hereafter appointed shall be a bank or trust company within the Stale that is in good slvding and duly authorized to exercise corporate trust powers in the State, that is subject to examination by federal or State authority, and Ural has a combined capita, surplus and undivided profits aggregating not less than Fifty Million Dollar (550,)00,090). Suction 915. Vesting of Duties in Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowlcdgo and duliver to its predecessor, and also to the City and the Department, an instrument in writing accepting such appointment and the trusts created hereby and theroupon, such successor Trustee, without any further act, shall become fully vested with all the rights, immunities and powers, and subject to a] I the duties and obligations, of its prcdcctssor upon receipt of such instrument, m upon receipt of a written request of the Department and upon payment of the expenses, charges and other disbursements of such predecessor that are payable pursuant to the provisions of Sections 502 and 905 of this Article, such predecessor Trust" shall execute and deliver an Instrument transferring to such successor TrmAct, the rights, immunities and powers of such predecossor hereunder and shall deliver all property and money held by it hereunder to its successor, Should any m4tmment in writing from the Department be squired by any successor Trustec for more fully and certainly vesting in such Trustee the rights, immunities, powers and trusts hereby and vested or intended to be vested in the predecessor Trustee, any such instrument m writing shall and will, m request, be executod, acknowledged and delivered by the Department. ARTICLE X EXECUTION OF INSTRUMENTS BY HOLDERS, PROOF OF OWNERSHIP OF BONDS, AND DETERMrNATTON OF CONCURRENCE OF HOLDERS Section 1001. Execution of Instrumonts by He]&, . Any request, dinuetim, consent or other instrument in writing required or pamdlted by this Ordinance to be signed, or exeuahted by any Holders may be in mynumbcr of concurrent instruments ofsimi€ar tenor and may W signed orcxcmtudbysuch Holden orthsiraftomeysorlegal representatives. Proofoftheexecutimof any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this Ordinance and shall be conclusive 'm favor of the Trustee and the City and the Department with regard to any action taken by sither under such instrument if the fact and date of the execution by any person of any such instrument may he proved by the verification, by any offlur in any jurisdiction who by the laws thereof has power to lake affidavits within such jurisdiction, to the effect that such instrurns t was subscribed and swom 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 to this Article shall be construed as limiting the Trustee to such prof, it being intended that the Trustee may accept any other evidence of the matters herein stated (€) 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 "rhiloata stating that in its sole and absolute discretion, such change will not have a material adverse effect on the interests of such Holders, In making such a determination, the City and the Department shall not take into constderaiion 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 110 t. Section 1102, Supplemental Ordinance with Bondholders' Consent. Subject to the terns and provisions contained in this Section, and not otherwise, the Holders of net less than fifty,ma percent (51 %) in aggregate principal amount of the Bonds tlem outstanding that will be affected by a proposed supplemental Ordinance shall have the right, from lime to time, anything contained in this Ordinance to the contrary notwithstanding, ]o consent to and approve the adoption of such Ordinance or Ordinances supplemental hereto as are deemed necessary or dwirablo by the City upon recommendation of the Board, for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Ordinance or in any supplemental Ordinance, provided that nothing herein contained shall permit, or be eonstnued 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 h renal thereon, or (e) the creation of a lien upon or a pledgc of Rcvenues 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 anthoriurd in Section 1101 of this Article. If at any time the City, upon mcanmendation of the Board, determines that it is necessary or desirable to adopt any supplemental Ordinance for any of de purposes of this Section, the City Clark shall causo notice of the proposed adoption of such supplemental ordinance to be mailed, postage prepaid, to all holders of Bonds, at their addressor 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 at the oflice of the City Clerk for inspection by all Holders. The City, the Board and the Department shall not, however, be subject to any liability to my Holder by reason of its failure to rause the notice required by this Section to be mailed and any such failure shall not affect the validity of such supplemental Ordinance when consented to and approved as provided in this Section. Whenever, at any time within one year after the date of the first publication of such notice, the City or the Department delivers to the Trustee an instrument or instruments in writing purporting to be executed by the Holders of not less than fitly -me percent (5194) in aggregate principal amount of the Bends then Outstanding that me affected by a proposed supplemental Ordinance, which instrument or instruments shall refer to the proposed supplemental Ordinance C^20 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 Trustco in pursuance of such request or consent. Notwithstanding any of the foregoing provisions of this Section, the Trustee shall not be required to recognize any person as a Holder or to take any action at his request unless such Bonds shall be deposited with it. ARTICLE XI SUPPLEMENTAL ORDINANCES Section 1101. Sunnlomontal 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 m are consistent with the terms and provisions hereof (which suppicmontal ordinances shall, thereafter form a part hereof) and do not adversely affect the interest ofthe 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 pmvhsion, herein, or (b) to grant In or cmfer upon the Tn orae, for the 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 (c) 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 cmdillons, limitations, and restrictions & 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 the City and the Department or to sumruder any right or power herein reserved to or conferred upon the City and the Department, provided that such covenants and agreemonts and the surrendering of any such right or power do not impair the security for the Outstanding Bonds, or (e) to comply with the provisions of Sections 208, 209, 210 or 211, or (f) to provide for the issuance of coupon Bmds, or (g) to provide for the issuance of Variable Rate Bonds, Capital Appreciation Bonds, Option Bonds and Capital Appreciation and lncomo Bonds which will not adversely affectthe exemption from Federal income taxation of interest m the Boards that are not Taxable Bonds, (h) to provide for the issuance of Uncertificated Bonds, or described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form oftho 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 Hailer whether or not such Holder shall have consented thereto. If the Holders of not less than fifty-one percent (5 ION) in aggregate principal amount of the Bonds Outstanding at the time of the adoption of such supplemental Ordinance and that are affected by a proposed supplemental Ordinance have 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 Tmgt,,4 may in its discretion determine whether any Bonds would be affected by any supplemental Ordinance and any such determination shall he conclusive upon the Holders of all Bonds, whether theretofore or thereafter authenticated and delivered hereunder, The Tmsbe shall not be liable for any such determination made in good faith. Section 1103. Sumlemental Ordinances Part 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 themwith. Thereafter the respective rights, duties and obligations unA cr this Ordinance of the City, the Board, the Department, the Tnestee, the Paying Agent, and all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in all respects under the provisions of this Ordinance as so modified and amondod. If any supplemental Ordinance is adopted and approved Bonds issued thereafter may contain an express rofemnev to such supplemental Ordinance, if deemed necessary, or desirable by the City and the Department. Section 1104. Series Ordinance Not a Sumiemental Ordinance. For purposes of this Article Xl, 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 X11 DEFEASANCE Section 1201. Cessation of Intorasi 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 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 we sufficient in the aggregate to pay the principal of, and the interest and redemption premium, if any, on such Bonds to the maturity date or dates of such Bonds or to the dace or dates speeiffad for the redemption thereof, and (c) if the Bonds are due and payable by reason of a calf for redemption, irrevocable instructions to call such Bonds for redemption shall have been given by or on behalf ofthe Departmont 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 mid Accounts created by this Ordinance shall thereupon cease, dctormine and become void, and, if such Bonds shall constitute all of Tho Bonds then Outstanding, the Board shall repeal and cancel this Ordinance, and the Tmstco shall apply any surplus in the Funds or Accounts, 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 bo, oontinue and emain in full force and effect. Notwithstanding the foregoing, if money, Government Obligations, or a combination of both, aro deposited with and held by the Trustee or Paying Agent or an escrow agent, as hereinabove provided, and within 30 days alter such money, Gevernnwnt Obligations, or a combination ofbolh, have been deposited with such Trustee, Paying Agent or 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 (i) the date designated for the redemption of the Bonds, if applicable, (i i) a description of the money and Government Obligations so held by the Trustee, Paying Agent or escrow agent, and (iii) that clots Ordinance has been repealed, cancelled or defeased in accordance with the provisions of this Section. Notwithstanding the foregoing, the Trustee and Paying Agent shall retain such rights, powers and privilegcs 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 Govemmcul 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 due Bonds and obligations payable therewith, For purposes of this Article, Government Obligations shatI 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 duo on such Bonds on such dates, For, purposes ofdetemhining 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 came due on such Variable Rate Bonds on or prior to the maturity date orndcmption date thereof, as the case may be, shall be calculated at the maximum rate permitted by the Icons thereof; provided, however, that if on any date, as a result of mch Variable Rate Bonds having home interest at less thnd 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 to be deposited with the Escrow to the City, if addressed to the City Clerk of the City of Miami, Miami, Florida; to the Department, the Dimetaror the Chief Financial Officer, if addressed to Department of OfRStrwt Parking of the City of Miami, Miami, Florida; to the Trustee, if adilmsscd 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, Ila King Slrcet, Armonk, Now York, 10504, Alm; Insured Portfolio Management Group. Any such notice, demand or request may also be transmitted to the appropriate ahovc- mentioned party by telegraph, telephone or facsimile and shag be deemed to be properly given or made at the time of such transmission. Such transmission of notice shall be confirmed in writing nal later than one Business Day following such transmission and sent ss specified above. Any of such addresses may be changed at any time upon written notice of such change sent by United Slates registered mail, postage prepaid, to the other panics by the party effecting the change. All detriments received by the Director, the Chief Financial Officer, the City Clork, and the Board under the•proaisions of this Ordinaries, 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 or Reserve Product Provider, and the agents and representatives thereof Section 1303, Suceessorsbir of Paving Agent and Bond Registrar. Any bank or trust company with or into which a Paying Agent or Bond Register 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 Band Registrar for the purposes of This Ordinance. If the position of a Paying Agent becomes vacant for any reason, the Board, within 30 days thomafer, shall appoint a bank or trust company as Paying Agent or Bond Registrar, as the case may be, w fill such vacancy and shall publish notice of such appoimiumt at the times and in the places as set forth in Section 914 hereof. Section 1304. Successorship of City Offf&n. In the event that the office of any officer or official of the City, the Board or the Department who is vested with responsibility ander this Ordinance is abolished or any two or mom offices am, merged or consolidated, or in the event of a yw4m;y in any such office by reason of death, resignation, removal from office or otherwise, or in the event any such officer or official boors incapable of performing the duties of his office by rescan of sickness, absence fmm the City or othenvise, all powers conforred and all obligations and duties imposed open such officer or official shall be performed by the officer or official succeeding to Ihoprincipal functions thereof or by the officer or official upon whom such powers, obligations and duties aro imposed by law C-21 Agent on such date in respect of such Variable Rate Bonds in order to satisfy the above provisions, the Escrow Agent shalt. if requested by the Department, pay the amount of such excess to the Department free and clear of any trust, lien, pledge or assignment securing the Bonds or otherwise existing under this OMimmnce, Option Bonds shall be dccmed to have been paid in accordance with the pmvi%ons above only if then; shall have been deposited with the Escrow agent money in an amount which shall be sufficient to pay when due the 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 exereisabke, 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 ofthe 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 free and dear of any trust, hum pledge or assignment securing said Bonds or otherwise existing under this Ordinance. ARTICLBXIB MISCELLANEOUS PROVISIONS Section 1301, Effect of Covenants. All covenants, stipulations, obligations and agreements of the City, the Board and the Depannuou: 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 pemticed 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, beard, body or commission to whom or to which any power or duty affecting such covanants, stipulations, obligations and agreements is hansfarred by or in aceardance with law. Except as otherwise 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 or 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 covczsmS stipulation, obligation or agreement herein contained shall be deemed to be a eovensm, stipulation, obligation or, agreement of any member, agent or employee oftho 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 accountability by reason of the issuance thereof. Section 1302. Manner of GivingNotice. ootice. Any notice, demand, direction, request or other Trranhment authorized or required by this Ordinance to be given to or filed with the City, the Be" the Tms1ee 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, romm receipt requested. Section 1305, Inconsistent Ordinances, All Ordinances and parts thereof tical are inconsistent with any of the provisions of this Ordinance aro hereby declared to be inapplicable to the provisions of this Ordinance. Section 1306. Headings Not Part of Ordinance. Any headings preceding the texts of the several Articles and Sections hereof, table of contents, marginal notes, or footnotes appended to copies hereof shall be solely for convenience of reference and shall not cons onto a part of this Ordinance or affect its meaning construction or effect, Stetson 1307. City. the Board. Department. Trustee, Bondholders. Insurers. jt 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 Lnsuroy any Credit Bank and any Reserve Product Provider, any right, remedy or claim, legal or equitable, under or by mason 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 mon, 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 ober provision of this Ordinance or oftho Bonds, and this Ordinance and the Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained herein or therein. Section 1909. State taw Governs. The Bonds are issued and this Ordinance is adopted wits the intent that tho laws of the State shall govern their construction. Section 1710. Romcal of Ordinance 10115, Upon defeasance of the lien of the 199? Bonds and the 1993 Bonds in accordance with the requirements of Section 1201 thercoC Ordnance No. 10115 shall be deemed to have been repealed. Section 1711. Notiw. The City Clerk small cause to be published once, in a newspaper published in the City; a notice in substantiaily the following from: NOTICE NOTICE IS HEREBY GIVEN that Ordinance No, entitled as follower AN EMERGENCY ORDINANCE OF THE CITY OF MIAMI, FLORIDA AUTHORIZING THE ISSUANCE OF PARKING SYSTEM REVENUE BONDS OF THE CITY OF MIAMI, PLORI DA, INCLUDING THE ISSUANCE OF AN INITIAL SERIES OF BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $14,500,000 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 WITHN THE CORPORATE LIMITS OF THE CITY OF MIAMI; AUTHORIZING THE USE OF DEPARTMENT FUNDS TO DEFEASE THE OUTSTANDING PARKING SYSTEM REVENUE REFUNDING BONDS, SERIES I993A; 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 AMOUNIS 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 AGREE.MEN"IS IN CONNECTION 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 proceedirs 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 at 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 ordor of the City Commission of Tho City of Miami, Florida City Section 1312, provisions Relating to Insurers. Notwithstanding any other provisions of this Ordinance to the oentrary, the following provisions shall apply with respect to the 1998 Bonds or any Additional Bonds hereafter issued the timely payment of the principal of and interest on which is insured by a Bond Insurance Policy: (a) Except as otherwise provided in paragraph (e) below, an fnsurer shall be deetned to be 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 the enforcement and exorcising of rights and then and in any such event such Insurer shall not be endued to any rights specifically granted to it heroin to consent to, approve or participate in any actions proposed to be taken by the City [or the Department], the Trustee, a Bondholder or any of therm pursuant to this Ordinance or to receive my notices or other documents or insduments. [SIGNATURES OMITTED] C-22 mmedies granted to the Bondholders under this Ordinance, and such Insurer shall also be entillod to approve all waivers of Events of Default with rasped to Bonds insured by the Insurer. Notwithstanding the foregoing, however, any notices of Events of Default hereunder required to be sent to Bondholder; shall be sent to Bondholders as well as each Insurer. (c) In the event that the principal mWor 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 undof this Ordinance and all covenants, agreements and other obligations of the Issuer to the Holders tbereof shall continue to exist and shall run to the benefit of such Insurer 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 Ordinarice 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 1312 or elsewhere in this Ordinance to the contrary, (i) If an Insurer shall be in default in the due and punctual performance of its obiigatims: under its Bond Insurance Policy or if such policy for whatever reason is not Nen enforceable and in full force and effect; or (ii) if an Insurer 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, orbe generally unable, to pay its debts as such debts become due, or shall make a general assignment for the benefit of its chedilms, or commence a voluntary case varier the Federal Bankruptcy Code (as now or hereafter in effect) or shall file a petition seeking to lake advantage of arty 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 ease under said Federal BmIci uptey Code, or shall take any other action for the purpose of ef%cGng 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, roorganiration, dissoiution, winding up or composition or readjustment of debts of such hisumr or the appointment of atrustee, receiver, custodian, or liquidator or the like of the Insurer or of all or a substantial part of its assets, or similar relief with rospect to the hisumr under any law :elating to bankruptcy, insolvency, rcorganirabon, winding up or composition or adjustment of dcbU, and such proceeding or cow shall continue undismissed and an order, judgment or decree approving or ordering any of tho foregoing shall be entered and continue =stayed in effect for a period of sixty (60) days from tie commencement of such proceedings or case, or any or&r for relief against the Insurer shall be catered in an involuntary case under said Federal Bankruptcy Code; ORDINANCE NO 13092 AN ORDINANCE OF THE CITY OF MIAMI, FLORIDA (WITH ATTACHMENTS), SUPPLEMENTING THAT CERTAIN ORDINANCR NO. 11693 ENACTED BY THE CITY COMMISSION ON AUGUST 14, 1998, AS FURTHER AMENDED AND SUPPLEMENTED; AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $70,000,000 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 2009 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 TTTB CITY MANAGER THE DETERMSNArON OF CERTAIN MATTERS AND DETAILS CONCERNING THE BONDS; APPROVING THE SENDING OF A CONDMONAL 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 41TH THE TAX-EXEMPT SERIES 2008 BONDS AND PROVIDING FOR PAYMENT OF ANY TERMINATION PAYMENT IN CONNECTION THERFWTIN AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TERMINATION AGREEMENT; RATIFYING, CONFIRMING AND .APPROVING THE SELECTION OF THE UNDERWRITERS AND LEGAL COUNSEL BY THE DEPARTMENT FOR THE BONDS; AUTHORIZING A NEGOTIATED SALE OF THE BONDS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE BOND PURCHASE AGREEMENTS; APPROVING UNCERTIFICATED BOOK -ENTRY ONLY REGISTRATION OF THE BONDS; APPROVING THE FOPM .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 CERTFICATION, I.L.C., AS DISSEMINATION AGENT THEREUNDER; AUTHORIZING THE DIRECTOR OF THE DEPARTMENTTO NEGOTIATE FOR AND OBTAIN ONE OR MORE BOND INSURANCE POLICIES AND/OR RESERVE PRODUCTS AND THE CITY MANAGER TO EXECUT R AND DELIVER ANY ACREEMENIS IN CONNECTION THEREWITH; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY AND THE DEPARTMENT TO TAKE ALL ACTIONS DEEMED NECESSARY OR REQUIRED LY 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 (the "City') on August 14, 1998, as supplemented and amended by Ordinance No l 1719, enacted by the City Commission on October 27, 1998 (collectively, the "t998 Bond Ordinance"), the City issued its $13,490,000 original aggregate principal amount of Parking System Revenue Refunding Bonds, Series 1998, (the "Series 1999 Bonds') of which $5,925,000 aggregate principal amount is currently outstanding; WHEREAS, the Series t998 Bonds were issued to refund and defense 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 OrcLnmce No, 12457, enacted by the City Commission on December 19, 2003, as suppiemented and amended by Ordinance No, 12779, ended by the City Commission on March 9, 2006 (collectively, the "Series 2006 Ordinance'), the City issued as Additional Bonds under the 1998 Bond Ordinance its $36,805,000 original aggregate principal amount oFTax-.Exempt Variable Rate Parking System Revenue Bonds, Series 2006 (the `Tax - Exempt Series 20M Bonds') and $3,850,000 Taxable Variable Rate Parking System Revenue 2009 Bonds" and, together with the New Money Scrics 2009 Bonds, the "Sands 2009 Bonds'), in m aggregate principal amount not to exceed $70,000,000; and WHEREAS, the Series 2009 Bond are to be issued as Additional Bands under the 1998 Bond Ordinance For the purpose of providing funds, together with other available moneys, to (i) refund on a mrrmt basis all of the Refunded Bonds, (ii) finance the cost of acquisition, eonstmclion and installation of the Series 2009 Project, (iii) pay any termination payment in connection with the termination of the 2048 Swap Agreement, if any, (iv) provide for the payment of a Reserve Producl or provide funds for deposit to the Reserve Account, and (v) pay the cost of issuance of the Series 2009 Bonds; NOW, THEREFORE, BE IT ORDAINRD BY THE CITY COMMISSION OF THE CITY OF MW -N11, FLORIDA: C-23 Bonds, Series 2006 (the'7axable Series 2006 Bonds"and, togother with the Tax -Exempt Sedes 2006 Bonds, the "Sones 2006 Bonds") all of which were refunded as desedbed below; WHEREAS, on March 30, 2005, the City amended its forward starting interest rate swap agreement dated October 12, 2004, Consisting of an ISDA Master Agreement, a Schedule to the Master Agreement and a Conlimuntion (as amended, collectively referred to, the "2006 Swap Agreement') with Ilea, Steams Capital Markets, (no. (the "2006 Couderparty'), entered into in connection with the issuance of the Tax -Exempt Series 2006 Bonds; WHEREAS, pursuant to Ordinance No. 13011 enacted by the City Commission on July 10, 2W$ (the "Series 2008 Ordinancz') the City Issued as Addibonai Bonds under the 1998 Bond Ordinance its $37,070,000 original aggregate principal amount of Tax -Exempt Variable Rate Parking System Revenue Refunding Bards, Sones 2008 (the `Tax -Exempt Sones 2008 Bonds'), all of which is eumently outstanding and its S3,880,000 onginal aggregate principal amount of Taxable Variable Rate Parking System Revenue Refunding Bonds, Series 2W8 (the "Taxable Series 2008 Bonds" end together with the Tax -Exempt Sones 2008 Bonds, the "Series 2008 Bonds'), all of which is nirtmtly 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 2006 Bonds, and (ii) pay the costs of issuanoe of tho Scris 2008 Bands; WHEREAS, on August 28, 2008 the City and the 2006 Counterparty amended tlw terms of the 20(16 Swap Agreement to provide that the 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 emended is referred to heroin as, the "20GS Swap Agreement'), to replace the 2006 Counterparty with JPMcrgan Chase Bank N.A. (the "2008 Counterparty'); 1 MEREAS, due to the volatility of the current municipal bond market and the increased cost relating to the provision of.Altemate Bond Credit Facilities with respect to the Tax-Exompl Series 2008 Bands and the Taxable Series 2008 Bonds, the City desires to provide for the refunding ofall ofthL Series 2008 Bonds (heminafler refened 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 imoe Additional Bonds under and pursuant to the 1998 Bond Ordinance and this Series Ordoumco to fmance the cast of certain public parking impmvern-a, as mora particmlarly dereribed herein (the "Sarics 2009 Project'); WHEREAS, the City desires to issue as Fixed Rate Bonds, in one or more Series, (i) ils Parking System Revenue Bonds, Tax-Exempl Series 2009 (the "New Money Tax -Exempt Series 2009 Bards'); ((i) its Parking System Ruvenue Bonds, Taxable Series 2009 (the "Now Money Taxable Senes 2409 Bonds" and, together with the Now Money Tax -Exempt Senes 2009 Bonds, the "New Money Serifs 2009 Bonds'); (iii) its Parking System Revenue Refunding Bonds, Tax - Exempt Seder 2009 (the "Refunding Tax-Exompt 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 Sedes 2009 Bonds, the "Refwding Series TABLE OF CONTENTS Page ARTICLE f AUTHORITY AND DEFINITIONS Section LOT, Aufhodty........... .... ,........... ,......... ,,...... Section 1,02, Incorporation of Recitals ........................ Section 1,03, Meaning of Words and Terns ....................................... ..... ,... ......,.......,............1 ARTICLE 11 FINDINGS Section 2.01, Fundings and Determination.............................................................................3 ARTICLE 01 TIES INSTRUMENTTO CONSTITUTE CONTRACT Section 3.01. Contract— ..... ,...... .,...... .................. .:.......,............4 ARTICLE 1V 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 Authonration for the Issuance of the Serifs 2009 Bonds..,,........,. ....................... 5 Section 4.02, Font, Denominations, Date, Imarest Rates and Maturity Dales .....:............... 6 Seetion 4.03, Redemption Provisions for the Series 2009 Bands...............................................7 Section 4.04, ExeeutimofSeries 2009 Bonds ...................................... ........ ....... ,....................8 Section 4.05, Authentication ofthe 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 ............... 12 Section 5.02, Authorization and Approval o£Negodated Sale of the Series 2W9 Bands; Authorization and Approval of Onc or More Bad Purchase Agreements....,.... 12 Section 5.03. Application oFSeries 2009 Bond Proceeds; Creation of Series 210009 Reject Account and Cost of Issuance Subaccamt-........................................... 13 Section5,04, 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 Agont and Bond Registrar ...................._.. 14 Section 6,02, Prclbninary Metal Statements; OffieX Statements..:... ........................... 14 TABLE OF CONTENTS (continued) Page Section 6.03. Approval of the Form of One or Mom Disclosure Dissemination Agent Agreements; Appointment of Dissemination Agent.. .................. ........ ....... ......... 14 Section 6.04. Bond Insurance Policy and/or Resume Product ................................................ ... 15 ARTICLE VIT MISCELI ANEOUS PROvISIONS Section 7.01, Ratification of Soiedion of Unclomrilors and Legal Counsel. The City Commission hereby ratifies, confirms and approves the selection of the Underwriters with respect to the Series 2009 Bands by the Department ,,,,,,,,.,,, 16 Section 702. Further Authorizations ........................................ ................_....................... ,.... 16 Section 7,03, Applicability of Terms and Provision of the 1998 Bond Ordinance- . 16 Section 7.04. Severability, ............................................. 16 Section 7.05, No Third -Party Bencflci"es.......... ......... ......... 16 Section 7.06, Controlling Law, Members of City Not Liable ................................................... 17 Section 7.07. Repeat offnconsistentOrdinances...................................................................... 17 Section 7.48. Effective Date ................ ............. ... 18 Exhibit A - Form of Bond Exhibit B - Form of Termination Agreement Exhibit C - Form of Bond Purchase Agreement Exhibit D - Farm of Trustee, Paying Agent and Rogislrar Agreement Exhibit B , Form afPreliminary Official Statement Exhibit F - Perm of Disclosure Dissemination Agent Agreement "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, {"DTC') unfit any successor Securities Depository shall have become such pursuant to the applicable pro�hsions 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 law operating and maintaining, with its participants or othorwisu, a book -entry system to record ownership of beneficial interests in Series 2009 Bonds, and to c9ect transfers of Series 2009 Bonds, in book - entry form, °Series 2009 Project" means, collectively, the acquisition, construction and installation of a portion of dw 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 delcnnined by the Dcpartnent, including but not limited to electronic parking meters, replacement of vehlcles and other Parking System improvements. "Swap Termination Payment" means the payment, if any, owed by the City to the 2008 Counterparty upon early tern'aation of the 2009 Swap Agreement. "Underwriters" means collectively, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as mpmscrintivc of itself and J.P. Morgan Securities Inc, RBC Capital Markets Corporation, Raymond lames & Associates, Inc. and Goldman Sachs & Co. [End o£ Artiole 1] C-24 ARTICLE XIV ALMiORTIY AND DEFINITIONS Section 14ol. ALthoritY. This Ordinance is enacted and implemented pure rmt to the Conslitut3on and laws of the State of Florida, including without limitation, Chapter 166, Florida Statutes, the Charter of its, City and Sections 209 and 231 of the 1999 Bond Ordmanco. 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 meitals, Section 1403. Meanins of Words and Terms, All tears used herein in capitalized form, except as odwivelm defined herein, shall have the meanings ascribed thereto in Section 101 of the 1998 Bond Ordinance, The terms `herein;' '9nerehy, "limender," "herainaRer' and other quivalcnt 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 sha31 include firms, corporations or odor entities including governments or govemmontal bodies. War& of the masculine gender shall W doomed and construed to include correlative wo cls of the feminine and neutral genders, As used herein the following terms shall have the meanings set Forth below: "Board" means the Off -Street Parking Board created by the Charter of the City, "Bond Purchast Agrecmrat" means the Bond Purchase Agreement substantially in the form altached to this Series Ovifi vtce as Exhibit'C" hemto between the Underwriters and the City with respect to the safe 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. "Chlef F'insacial Meer" means the Chief Financial Officer of the Deparunent or his designee or the officer succeeding the Chief Financial Offir is principal functions, "Dirtetor" means the Chief Executive Officer of the Deparimont or his designee, or the oLficcrsuccceding to the Director's principal functions. "Department" means the Department of Off -Street Parking of the City created by the Charter of the City or the department, board or body swowdinte such Department by whatever name at the time given to such Department and having jurisdiction over or control of the Parking System. "Fixed Rate Boods" means bonds which bear interest at a rate fixed to their maturity date. ARTICLEXV FINDINGS Section 150 L. Findinss and Determinations. It is hereby ascertained, determined and declared that: (1) 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 mfunding of all riffle Refunded Binds. (2) 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. (3) The City is authorized under the L998 Bond Ordinance and this Series Ordinance to issue mfunding bonds and to deposit the proceeds thereof with the Tmstee under the 1998 Drdi� and the Series 2008 Ordinance for the payment when due of the principal of and interest on the Refunded Bonds. (4) Because of the unsettled and tumultuous nature of the municipal bond market, it may bre necessary to issue the Series 2009 Bonds in multiple Series over a period of time, with each Series of the Series 2009 Banda potentially having different details and charaperisiie, subject to the parameters set forth herein. (5) It is necessary in connection with the mFending of the Refunded Bonds to terminate the 2008 Swap Agreement, and to pay to the 2008 Counterparty, a Swap Termination Payment, in connection therewith, (6) In accordance with Soction 218.385(1), Florida Statutes, as amended, the City Commission hereby finds, determines and declares dw a negotiated sale of are Series 2009 Bonds, from time to time, is in the best interests of the City due to the complexities of the market and timing of the issuance of are Refunding Series 2004 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 Money Series 2009 Bonds. [End ofArticlo U] ARTIC4E XVI THIS INSTRUMENT TO CONSTITUTE CONTRACT Section 1601. CDoIract. In consideration of (be 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 suppkmentd by this Series Ordinance shall be deemed to be and shall constitute a contract between the City and the Bondholders. The covenants and agreements herein set forth and in the 1998 Band Ordinance to W performed by the City "I be for tine equal benefi , protection and security of the Bondholders of the Series 2009 Bonds and all Series 2009 Bands shall be of equal rank and without preference, priority or distinction over goy other Series 2009 Bond or any Outstanding Bonds and with any Additional Bands hereafter issued and Qualified Derivative Payments related to any Bonds issued under the 1998 Bond Ordinance, if any, except as oxprosAy provided heroin. [73rd ofArticle fill determined by the City Manager and ss set forth in such Bond Purchase Agreement, for tha purpose of, together with other available moneys, (i) refunding on a current basis all of the Refunded Bonds; (ii) financing the cost of the Series 2009 Project, (iii) paying a Swap Termination Payment, if any; (iv) providing for thc payment of a Reserve Product or providing funds for deposit to the Rzservc 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 Bands for all purposes of this Series Onhomw and the 1998 Bond Ordinance. Notwhhstandiag anything to the contrary contained herein, no Series of Series 2009 Bonds shall be issued will the City has canplied with the requirements for the issuance of such Senes of Scrias 2009 Bonds at Additional Bonds under the 1998 Bond Ordinance, as, supplemented hereby. Section 1702. Perm. Denominations, Dale. Inlerrat Rates and Maturity Dates. Each Series of Series 20119 Bands are issuable only in fully registered form and shall be in substwfially the form thereof set forth in Exhibit "A" to this Series Ordinance, with such appropriate variations, omissions and insertions as may be required therein and approved by the City Manager, The Sones 2009 Bonds shall be issued -as Fixed gate 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 thorcof, payable on the first day of April and October of each year (each an "Interest Payment hate'), at such rats and shall mature on the first day of October ofeach 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 mdeemed, may be issued as Serial Bonds andior Term Bonds and If such Series 2009 Bonds are issued as Term Bonds, be subject to payment from Sinking Fund Requirements by operation of the Sinking Fund Account as set forth in the Bond Purchase Agmemenl, as such data, principal amounts, rates, and maturity schedule, may be approved by the Chairman and the City Manager, with the execulion and delivery of 0te 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 (M',) (including und,rwriters diswunt but excluding original issue discount or premium) of the original principal amount of the Series 2009 Bonds and at a true interest cost rate not to exceed seven and one-half percent (7 U2%) 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 One Taxable Series 2009 Bonds. Series 2009 Bonds shall be numbered wriseci dvely from R -I -and upwards. Subject to the foregoing, the aggregate principal amount, maturities, interest rates and other terns of the Series 2009 Bonds shall be as approved and determined by the Chairman and City Manager and set forth in the Bond purchase Agreement, with the execution and dolivery of tho Bond Purchase Agreement by the Chairman and the City Manager being wochzejw evidence of the City's approval of the final details and prices of such Series of Series 2009 Bonds. The Series 21109 Bonds may have endorsed thereon such legends or taxi as may be necessary or appropriate to conform to any applicable mks and regulations of any govemmcnlal authority or any usage or requirement of law with respect thereto. C-25 ARTICLH XVII AUTHORIZATION OF RERUN DJNG OF THE REFUNDED BONDS THE SERIES 2009 PROJECT; DESCRIPTION, FORM AND TERMS OF SERIES 2009 BONDS Section 1701. Authority for Refunding of Refunded Rends: the Series 2009 Project and Authorixdien for the Issuance of the Series 2009 Bonds. The City hereby authorizrs the issuance of the Series 2009 Bonds from time to time, in one or more Series and the cument rcfruding of all oF9ne Refunded Bonds. Any authorized officer of the City is hereby directed to deliver or carts, 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 2108 Ordinance, The City hereby approves the acquisition, construction and installation of the Series 2009 Project, as mora particularly described as fellows: The 2009 project consists of the acquisition and condrvelion or the acquisition and installation ofthe following: • A portion of a parking garage containing approximately 700 parking spaces with approximately 34,000 squats feet ("s, f') of office space and approximately 4,500 s of commercial retaiL'msiaurarrt rental space on the ground Boor (collectively referred to heroin as the "Ol. Garage''). The Ol 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 )case such space to other govommental a odes. • Pay and Display ""mated parking meters (`PAD'). The Department expects to purchase and install additional PAD's. PAD's are multi -space pay stations Unat will replace individual on -street parking matters and attendants in off-street parking lots, which are programmed to accept veins, credit cards and debit cards forpayment. • 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 an Additional System Facilities pursuant to the 1998 Bond Onlinsom, Subject and pursuant to tho provisions hureof, 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 R,venve Bonds, Taxable Series 2009", 'City of Miami, Florida Parking System Revenue Refunding Bonds, Tax -Exempt Sarics 2(09" and "City of Miami, Florida Parking System Revenue Refunding Bonds, Taxable Series 2009", ax appropriate, are hereby authorized to be issued at one naris or from time to time as needed in one or morn Series, separetely or combined, in an aggregate principal amount not to exceed Seventy 4 illion ftellars ($70,000,000), with the numbers of Sones and the exact principal amount for such Series to he Except as otbcrwise provided in Section 4.06 hereof, the principal of and redemption premium, if any, on the Series 2009 Bonds shall be payable upon presentation and surrender at the principal office of the Paying Agent, Interest on the Series 2009 Burls shall be paid by check or draft drawn upon the Paying Agent and mailed to the registered owners of We 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) o£ the month next preceding the Interest Payment Data (the "Record Date'), Irrespective of any transfer or exchange of such Series 2009 Bonds subsequent to such Record Dam 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-antry only system by a Securities Depository, such payment may be made by automatic ftutds transfer (wire) to such Swarities Depository or its nominee or (ii) if such Series 2009 Bonds aro not maintained in a book-ontry only system by a Securides Depository, upon written request of the Holder of $1,000,W0 or more in principal amount of Series 2009 Bonds, such payments may be made by wiro transfer to the bank and bank account specified in writing by such Holder (such bank being a bank within the continental United Status), if such Holder has advanced to the Paying Agent the amount necessary to pay the cost of such wire hansfer or authorized the Paying Agent to deduct The cost of such wine dansfor from the payment due such Hoider. In the event of any default in the payment of interest, such defaulod interest shat be payable to the persons in whose names such Series 2009 Bonds we registered at the close of business on a special record data for the payment of such defaulted interest as established by notice deposited in time U.S. mails, postage prepaid, by the Paying Agent to tha 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 Burda are registered at the close of busmen on the fifth (5th) day (whetheror not a business day) preceding the data of mailing. Interest on tAe 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 2909 Bonds, (1) Optional Redemption. The Series 2009 Bands may be subject to redemption prior W maturity ai the option of the City, in whole or in part at such time or times, end at the redemption prices, w approved and determined by the Chairman ami the City Nfanager, 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 Agnomenl by the Chaimnan and the City Manager shall be conclusive evidence of the City's approval of the optional redemption provisions canlained therein relating to the Series 2009 Bonds. (2) Mandatory Sinking Fund Redamplion. The Series 2009 Bonds consisting of Tenn Bonds, if any, shall be subject to mandatory redemption prior to maturity to Una exam 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 Fund Requirements and redemption data or data for the Series 2Do9 Bonds wnslsting of Temt Bonds shall be as approved and determined by the Chalman and the City Manager, all as set forth in the Bond Purchase Agreement. The execution and dehmy of the Bond Purchase Agreement by the Chairman and the City Manager shall be conclusive evidence of the City's approval of the mandatory sinking fund ademption provisions contained therein relating to the Series 2069 Bonds. (3) Extraordinary Optional Redemption. The Series 2009 Bonds are subject to extraordinary optional redemption n provided in Section 302 of the 1998 Bond Ordinance, as a whole or in part at my time upon payment of 100% of the principal amount of the Series 2009 Bonds to be redeemed, plus interest accrued to the redemption date, if the Deparnnent exercises its option to redeem the Series 2069 Bonds pursuant to Section 710 of the 1993 Band Ordinance, (4) Notice of Redemption of the Series 2909 Bonds. Except as otherwise provided herein, notice of redemption of the Series 2009 Bonds shall be as provided in Sccdon 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 bookentry system by a Securities Depository, notices of redemption shall be sent only to the Securities Deposltory or its nominee. Selection of book -entry interests in the Series 2004 Bonds called, and notice of the call to the owners of torose interests called, is the responsibility of the Securities Depository pursuant to its mics and procedures, and of its participants and indirect participants, Any failure of the Seoundes 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 fany proceedings far the redemption of any Series 2009 Bonds, If applicable, in the case of optional mdomption only, such naticz may be given as a conditional notice of redemption, in which rase such notice shall state the condition and provide that if such condition is not meat on or prior to such redemption dale, no such redemption shah occur. Suction 1704. Execution or Series 2009 Bonds, 7ha Series 2009 Bonds shall be 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 Cled:, [a addition, the City Attomey shall sign the Series 2009 Bonds, showing approval of the form and wrrcotness thereof. The signatnres 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 sa as the setual time of execution of such Series 2009 Bond shall be the proper officers to sign such Series 2009 Bond, although at the dale of such $cries 2009 Bond or the date ofdelivcry tnereefsuch persons may not have been such officers. Section 1765. Authentication of the Series 2009 Bands. 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 excouted by the Bond Registrar, shall be entitled to any right or benefit under this Series Ordinance or Me I"st Bond Ordinance. No Series 2409 Bond shall be valid or obligatory for any purpose unless and until such eehtificale of 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 Bolds, 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 orupon 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 dtscharge the City's obligations with respect to payment of principal of, redemption premium, ifany, and interest on such Series 2009 Bonds to Ute extent of the sum or sums so paid. No person other than DTC (or any such other Securities Depository then in effect) shall receive Series 2009 Bonds evidencing the obligation of the City to make payments of amounts duo pursuant to this Series Ordinance. Upon delivery by DTC (oT any such other Securities Depository then in effect) to the City of written notice to the effect that DTC (or any such other Sewritios Depository then in effoet) has determined to substitute a new nominee in place of an existing nominee, and subjeet to the previsions in this Series Ordinance with respect to interest checks or drags being mailed to the registered Owners at the close of business on the Recons Data, the name of the cxisting nominee in this Series Ordinance shall refer to such new nominee. (a) The Securities Depository may determine to discontinue providing its services with nspea 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) Tho City, in its sole discretion and without the consent of any other person, may terminate the services of a Securities Depository with respect to the Series 2009 Bonds if the City determines that the continuation of the system of book—try-only ttansfrs through such Sccunties Depository is not in the best interests of the Beneficial Owners of the Series 2009 Bonds or is burdensome to the City, and shall terminate the services of such S=uitcs Depository with respect to the Series 2009 Bonds upon receipt by the City and the Bond Registrar of writen notice from the Securities Depository to the effect that it has received written notice from its participants having interest, as shown In the records of die 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 (it) a continuation of the requirement that all of the outstanding Series 2009 Bonds on registered in the registration books kept by the Bond Registrar in the name of the Securities Depository's nominee is not in the best interest of tea Beneficial Owners of tee Series 2004 Bonds, (c) Upon the Imninarion of the services of the Securities Depository with respect to the Sanies 2009 Bonds pursuant to subsection (c)(2)(R) hereof, 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 (ex2)(1) 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 terms, such Series 2009 Bonds shall rro longer be restricted to being registered in the registration books kept by the Bond Registrar in the name ortho Securities Depository's nominee, In C-25 authentication shall have been duly manually oxeculed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Series 2009 Bond shall be conelusive evidence that such Series 2009 Bond has been duty autheeticated and delivered under this Scries Ordinance and the 1998 Bond Ordinance, The Bond Registrar's coriificote 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 be necessary dual the same officer sign the certificate of authentication on all of the Ss des 2009 Bonds that may be issued hereunder many one time, Section 1706, Book -Entry Only system. The Series 2009 Bonds are to be issued as uneertificated securities, pursuml to the 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-ontry only system, the registered Owner of all the Series 2009 Bonds shall he, and the Series 2009 Bonds shall be regish:red in the name of, Cede & Co., as ri minco of DTC. Each Series of Series 2009 Bonds shall be initially issued in tine farm of separate single typewritten Scrics 2009 Bond for each maturity of each Series of Series 2009 Bonds. (1) The previsions of this Section may be changed or varied with respect to any &ries 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" Series 2009 Bonds are registored in the name of any Securities Depository pursuant to a book -entry only system of registration, saeh 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 Santis 2009 Bonds registered in the name of Cede & Co, as nominee of DTC, or otherwise held pursuant to a bockcntry only system maintained by another Securities Depository, die City, the Bond Registrar and the paying Agent shall have no responsibility or obligation to any DTC participant (or any participant of such other Scrunties 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 iL, immediately preceding sentence, the City, the Trustee, the Bond Regist nr 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 Inimst in such Series 2009 Bond, (it) 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 redomptien, or (ui) 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 Inleresl 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 ba entitled to teat and consider DTC (or any such otter Securities Depository) as the absolute owner ofsuch Series 2009 Bonds for the purpose of payment of principal of, redemption premium, if any, and interest on such Series such event, the City shall issue and the Bond Registrar shall authenticate bond ceitifiares as requested by the depository of tho 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 die 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 repn-aentation Ietter (or other similar document required by the Securities Depository) of the City end the Bond Registrar addressed to the Securities Depository with respect to the Series 2009 Bonds. (e) In connection with any notice or other communication to be provided to Bondholders pursuant to this Series Ordinance or the 1998 Bond Ordinance by the City or the Bond Rogisirar with respect to any consent or other action to he taken by Bondholders, the City or the Bond Registrar, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible, [End of Article N] ARTICLE XVIII APPROVALS RELATING TO SWAP TERMINATION; AUTHORIZATION OF SALE OF THE SERIES 2009 BONDS; APPLICATION OF PROCEEDS AND CREATION OF ACCOUNTS Section 1801. Approval of the Termination of the 2008 Swap Agreement and Authorization of a Swto Terminstian Payment. The termination of the 2008 Swap Agrcoment is hereby authorized and approved and the payment of the Swap Termination Payment related thereto from the proceeds of the Series 2009 Bonds is hereby authorized. Tho City Commission hcrcby authorizes amid directs the Chairman and the City Manager to determine the final provisions :elating 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 2009 Swap Agreement, in suhsmrrlially the fort approved at this meeting and attached hereto as Exhibit "B;' subject to such changes, insertions and omissions and such filling in of hlmks therein as horcaftor may be approved by tho Chairman and the City Manager upon the advice of the City Attorney, Bond Counsel and the Financial Advisor, the fnai form of which is to be approved by the City Atomey. The execution, attestation and delivery of the termination agreement, as described herein, shall be conclusive cvidenu of the; City's approval of any such determinations, changes, Insertions, omissions or filiing in of planks, Section 1802, Authoriratlon and Aooroyal of Negotiated Sale of the Series 2009 Boni t Authorization and Approval of One or More, Bond Purch est Agreements. Based on the finding set forth in Atticle 11 hereof, the City Commission hereby approves the negotiatod We of tho Salus 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 uxecution 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 "pith -in - bonding statement" and the "disclosure swinincnl" required by said statutory provisions, the Direelor and the City Manager arc hcneby authorized to execute and the City Clerk is hereby authorized to surest to, seal and deliver one or more Bond Purchase Agm;ments in substantially the form approved at ibis meeting and attached hereto as Exhibit "C", subject to such changes, insertions and omissions and such tilting 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, tlw City Attorney and Bond Counsel. The execution, attestation and delivery of the Bond Purchase Agreement, as described herein, shall be conclusive evidence of the City's approval of any such detanmfnafions, changos, insertions, omissions or filling in of blanks. ARTICLE XIX AUTHORIZATIONAND APPROVAL OF OTHER FINANCING DOCUMENTS Section 1901, Amt ond HWstLIrAvree nentw A000iatment of Paring Amat and Bond Re6stre . The execution and delivery of one or mora Trustee, Paying Agent and Registrar Agreements 1s hereby authorimd and approved. The City Commission hereby authorizes and directs the Chairman and the City Manager to detemunc the flrW provisions ofsuch Trustee, Paying Agent and Registrar Agreement. The Chairman and the City Manager are hereby authorized to execute and the City Clerk is hereby atift-eed to attest to, seal and deliver such Trustee, Paring Agent and Reidstrar Agreement in substantially the four approved at this meeting and auxbod hereto ns Exhibit "D", subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved and made by the Chaim iia and the City Manager upon the advice of the City Attorney and Bond Counsel, The execution, attosectiem and delivery of the Tmstee, Paying Agent and Register Agreement, as described herein, shall be conclusive evidence of the City's approval of any such dcbcmiinations, changes, insertietms, omissions or filling in of blanks. TD Bank National Association is hereby designated as the Trustee under the 1998 Bond Ordinance and the Paying Agent and the Bond Ragistrar for the Series 2009 Bonds Section 1902- Preliminary O fidal . The ase of one or more Preliminary Official Statements In connection with the marketing of the Series 2009 Bonds is hereby authorized, One or more Preliminary Ofl3oial Statements in substantially the form attached hereto as Exhibit "E" is hereby approved with such changes, inserbou and omissions and such 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 limltations contained herein, as the Chairman and the City Manager in consultation with the City Attorney, Bond Coi msel and the City's disclosure counsel in their sole discretion, may approve, such execution to he 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 tw Secunties and Exchange Commission (the "Rule'), and to execute such documents as may be mcescvy 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 die cost of such printing is hereby authorized to be paid from the proceeds of the Sens 2009 Bonds. Section 1903 Aaeroval of the Form of Ont, or More Disclosure Dissom insfioe Agent Agreements: Appointmtnt of Dissemination Anent. For the benefit of the Holders and Beneficial Owners from time to time of tho Series 2009 Bords, the Ck 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 mance, as may be required for purposes of paragraph (hx5) of the Rule, In order to describe and specify certain terms of the City's continuing disclosure agreement, including provisions for enforcement, amnendreenl and termination, the Chief Financial Officer is hereby autherized and directed to sign and deliver, in C-27 Section 1903, Aoolicrtion of Serifs 2009 Bond Proceeds: Creation of Series 2009 Pralect Ac—art and Cost of Issuance Subaccount, Tho proceeds received from the sale of the Series 2009 Bonds shall be applied by the City, simultaneously with delivery of the Series 2049 Bonds as provided in a certificate of tho Director delivered at closing. A portion of the Series 2009 Bond proceeds as set forth in such certificate of the Director shall be duposited in a separate account within the Construction Fund designated 'Series 2009 Pr jNJ Account" which is hereby established with tho 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, them is hereby csiablishod separate subaccounts designated as `Tax -Exempt Subaccount" and'"Faxablc Subaccount" into which the proceeds of the Tax -Exempt Series 2009 Bonds and Taxable Scrips 2009 Bonds, respectively, will be deposited, In addition, there is hereby further established separate subaccounts within the Series 2009 Project Account designated as'Series 2009 Tax -Exempt Cost of Issuance Subaccount" and "Series 2009 Taxable Cost of Issuance SubaccownC to which the respective portions of the Tax -Exempt Series 2009 Bond proceeds and Taxable Series 2009 Bond proceeds as set forth in such certificato of the Director shall be deposited and such proceeds shall be disbursed for payment of expenses incurred in connection with the issuance of the Series 2009 Bonds (including payment of the expenses of the City). Any balance remaining in the respective Cost of issuance Subaccounts aficr payment or provision for payment of such casts and expenses have been made shall be transferred to the respective Tax,Exempt or Taxable Subaccounh Series 1009 Pmject Acwouni and used to pay Costs of the So— 2009 Project, Section 1304, Bond Fund Accounts and SubaccountsIn accordamo with the terms and provisions of rhe 1999 Bond Ordinance including but not limited to Section 501 dirmcf, the City hereby authoriuca the establishment with the Trustee and the Department, as applicable, of appropriate accounts and subaccounts of the Bond Fund established under thio; 1998 Bond Ordinance for bath the Taxable Series 2009 Bonds and Tax -Exempt Series 2009 Bonds, including in particular a Series 2009 Principal Account, a Series 20t9 Interest Account and a Series 2009 Sinking Fund Account, if applicable, and separate subacounts for the Taxable Senes 2009 Bonds and the Tax -Exempt Sone 2009 Bonds, therein for cash Account. Section 1805. gtbate Account. There is hereby created within the Rebate Account of the Miami Parking System Fund held by the Department in a Depository a whaccounl to be known as the "Series 2009 Rebate Subaccoant" Such Series 2009 Rebate Subaccrwnt shall be kept separate and apart Ram all other accounts of the Department and used for the purposes provided in Section 516 of thio 1998 Bond Ordinance, Funds on deposit in the Series 2009 Rubaie Subaccount in excess of the rebate amount, may be whhdmwn and used by the Departncnt for any lawful purpose. [End of Article F7 the name and on behalf of the City and the Department, one or more Disclosure Dissemination Agent .Agreements (the "Disclosure Dissemination Agent Agrcemcnts') with Digital Assurance Certification LLC ("DAC'), in substantially the form attached hereto as Exhibit "F", with such chmhges, insertions and omissions and such filling -'m 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 foam of which is to be approved by the City Attorney, The execution and delivery of ono or more Disclosure Dissemination Agent Agreements, for and on behalf of the City by the Chief Financial Offtccr, shall be deemed conclusive evidence of the City's and Department's approval of one or more Disclosure Dissemination Agent Agreements. Notwitterim ing 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 Ordtnancn or the 1998 Bond Ordinance and the remedies therefor shall be solely u provided in the Disclosure Dissemination Agent Agreement, DAC is hereby appointed dissemination agent under any Disclosure Dissemination Agent Agreement. Section BKA. Dead Insurance Policy and)or Reserve Product. In order to produce the Iowest true interest cost possible for the Series 2009 Bonds or any Series or any portion thereof, the Director is hereby authorized to secure ono or more Bond Insurance Policies in the form of a municipal bond insurance policy amd/or one or more Reserve Policies, in the form of a reserve surety or leurerof credit, with respect to the Series 2(109 Bonds, if, after consultation with the Financial Advisor and the Chief Flnmciai Officer, the Director detemnims that obtaining such Boad 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) on such Bond ce InsuranPolicy ardlor Reserve Product from the proceeds of the issuarwe of such Sedes of Series 2009 Bonds and the Chairman and the City Manager am hereby authorized to enter into such agreements as may be necessary to secure such Bond Insurance Policy andror Reserve Product. The Chaimian's and City Manager's execution of any such agreements, after consultation with the City Attorney and Bond Counsel, is to be conolmive evidence of the City's approval thereof, the final form ofwhich is to be appmvW by the City Attorney, [End of Articlo VI] ARTICLE XX MISCELLANEOUS PROVISIONS Section2001. Ratification of Selection of Underwriters and Lesal Counsel. The City Commission hereby ratifies, confines and approves the selection of the Underwriters with respat to the Series 2009 Bonds by the Department. The City Commission hereby ratifies, confirms and approves the selection by the Department with respect to the Series 2009 Bonds of Squire, Sanders & Dempsey L,L,P„ as Bond Counsel and Bryant Miller Olive P.A., as diselosure -unset to the Department and City, as approved further by the City Attorney. Section 2002, Furfher Authorizations. The City Manager, the Chairman, the Dueler and the Ch[efPinancial Officer or any of them and the City Clerk and the City Atomrey"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 designaw.d 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, collectiveiy 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 orservice providers and the execution of documentation required in connection with the negotiated safe of the Series 2009 Bonds to the Underwriters, that are necessary or desirable in connection with the sale, execution and delivery of the Saves 2009 Bonds, and which are specifically authorized or are not inconsistent with the terns and provisions of this Scries Ordinance, the Bond Purchase Agreement, the Trustee, Paying Agent and Registrar Agreement, the Disclosure Disaamination Agent Agreement, the Official Statement or any notion relating to the Series 2009 Bands heretofore taken by the City or the Department on behalfof the City, Such officers and those so designated aro 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 authorised to be paid from the proceeds of the Series 2009 Bonds. Section 2003. Ammlicability of Terms and Provision of the 1998 Bond Ordimgun% To the extent that such terns and provisions of the 1998 ROM Ordinance are not inconsistent with the terms and provisions of this Series Ordinance, such terms and provisions of the I999 Bond Ordinance shall apply equally to the Series 2009 Bonds and shall be deemed incorporated by reference into this Series Ordinance. Section 2004, Severability. If arty ono 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 oxpresly prohibited, or against.pulthc policy, or shall for any mason whalsoover be held invalid, then such covenants, agreements or provisions shall be null and void end shall be deemed severed from the remaining covenants, agreements or provisions of this Series Ordinance or of the Serics 2009 Bonds issued hereunder. Section 2005. No Third -Party Beneficiaries. Except as herein otherwise expressly provided, nothing in this Series Ordinance expressed er implied is intended or shall be construed to confer upon any person, firm or corporation other than the partes hereto and the Owners and Sedlon2008, EReetive Date. This Ordinance shall ltccomo effective immediately upon its enactment and signature of the Mayors - PASSED AND ADOPTED this _ day of , 2009, Mayor ATTEST: City Clerk APPROVED AS TO FORM AND CORRECTNESS: City Attorney if the Mayor does not rip Ibis Onlinanco, it abed become WCective at rhe erai or len rslendra days fmm are date it was passed and enacted. it the Mayor vdnes Id, Orth—, it.shall bmome drmilve immediately upon override of the vel. by the City C—dsA.. C-28 Holders of the Series 2009 Bands issued under and secured by this Sorias Ordinance, any rights, remedy or claim, legal or equitable, under or by mason of this Series Ordinance or any provision hereof, this Series Ordirmnce and all its provisions being intended to be and being for the sole and exclusive bonefit of the parties hereto and the Owners and Holders from time to time of tho Series 2004 Bonds issued hereunder. Section 2006. !Lgolrellinx 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 covcrtants, stipulanws, obligations and agreements of the City to the full axiznt authorized and provided by the Constitution and laws of the State. No covenant, stipulation, obligation or agreement contained horein shall be doomed to be 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 Scrips 2009 Bonds shall be liable personally on the Series 2009 Bonds or this Series Ordinance or shall he subject to any personal liability or accountability by reason ortho issuance or the execution by the City or such members thereof. Section 2007. Roo' of roconsistent Ordinances. All Ordinances or parts thereof in confilct herewith are to the extent of such conflict superseded and npealed, [Signature Page Follows] [This PAGE 1NTwnoNAiLY LEFT Bt.A ,"