The URL can be used to link to this page

Home My WebLink AboutBack-Up DocumentsHonorable 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 i Page 2 of 6. j which it serves. To this end, MPA collaborates with the English-, Spanish- and Creole -language media. • In-kind sponsorships, in the form of donated parking, were provided to numerous organizations such as, the Miami Book Fair in Downtown Miami, Coconut Grove Arts Festival, Sant La Annual Gala, "Innovate Miami: A Catalyst for Disruption," Kiwanis of Little Havana Family and Fun Day, Holiday Toy Drive Raffle to benefit the children in the shelter of the Lotus House, and the Back -to -School Supply Drive spearheaded by various legal organizations to benefit Big Brothers Big Sisters and Dade County Public Schools. • The Authority continues its participation in neighborhood parking advisory committees, which provides a platform for citizen input into the Authority's decision-making process. our agency made significant improvements to our website and web -based applications. This has led to an increased number of transactions and functions which can be handled remotely and without the need for a visit to our offices. Expanding our virtual transaction offerings will improve our customers' experience when having to place an order, pay a bill or establish an account, among other things. The MPA continues to successfully manage 7,000 parking spaces for the Public Health Trust of Miami -Dade County as well as managing the parking operation for several Miami -Dade County and City of Miami Parks. The Authority continues to successfully maintain a relationship with the Adrienne Arsht Center for the Performing Arts as its primary parking provider. During the year ending September 30, 2018, the Authority estimates that it will contribute approximately $7,200,000 in excess revenues to the City of Miami. Highlights of the 2018-2019 Budget The budget reflects an $10,023,286 increase in gross revenue due to a proposed system- wide rate increase which shall become effective the second quarter of the fiscal year. MPA has not affected a formal rate change since 2009 while the cost of running the public parking system has continued to increase. The City's parking space inventory is curtailed by the loss of spaces associated with the permanent meter removals due to developments. To effectively manage the ever-increasing demand for public parking, innovative parking enhancements need to be implemented. Establishing competitive parking rates is a crucial element in achieving this goal. As we continue to experience growth throughout our City, additional parking enforcement officers are needed to increase compliance and provide effective and efficient coverage. In order to accomplish this, MPA will increase its staff by adding 31 officers. 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 3.1.32% higher than fiscal year 2017-18 budget. Garage revenues are expected to increase by $584,513 or 11.79%. The biggest factor influencing next fiscal year's revenue projections is the development being experienced in downtown increasing the number of transient customers in the garages. Page 4 of 6 Lot revenues are budgeted to increase by $1,113,239 or 12.91%, primarily due to increased utilization being experienced at various lots throughout the City. On -street revenues are budgeted to increase by $8,266,669 or 49.4%. The biggest factor influencing next fiscal year's revenue projections in this category is the proposed rate increase which shall go into effect the second quarter of the fiscal year. This increase is offset by the removal of on -street parking spaces due to construction and other projects throughout the City. Expenses Operating expenses are projected to increase by $1,584,815 or 9.01% to $19,180,276. This is mainly attributable to the increase in Salaries and Benefits due to a 100% increase in Parking Enforcement staff as well as annual adjustments, increased health insurance costs and increased pension contributions. Debt Service Interest and principal payments are budgeted at $4,562,435 and $1,265,000 respectively. The total debt service for the fiscal year is estimated at $5,827,435. Net Revenue and Debt Service Coverage The proposed budget for fiscal year 2018-19 will provide approximately $22,854,904 in net revenues available for debt service, resulting in a debt service coverage of 4.93, before taking into consideration capitalized interest. After subtracting debt service and expenditures for replacement and renewals, we are estimating an excess revenue contribution to the City of Miami of $14,491,401. SUMMARY The results for the current year and the budget for fiscal year 2018-19 reflect the continued growth and expansion of the Authority. Net Income for fiscal year 2018-19 after depreciation, amortization and finance charges is estimated at $352,000. We are particularly pleased that we have been able to continue to provide the City with a significant revenue stream for the seventeenth consecutive year, while steadily addressing and meeting the parking needs of our residents, businesses, commuters and visitors. The total amount that the City will be receiving from Miami Parking Authority for the 2018-19 fiscal year is estimated at $20,160,401. This figure includes $14,491,401 in excess revenues from operations, $4,200,000 from parking citation revenues and $1,469,000 from the operation of various City of Miami -owned parking facilities. Page 5 of 6 In closing, I would like to take a moment to highlight the exemplary job done by MPA's staff and Board. Both have demonstrated an extreme level of dedication and hard work in order to ensure the continuous success of our Agency. Sincer y, �Arth r Noriega, V Chief Executive Officer Miami Parking Authority (Department of Off -Street Parking) Proposed OperatinR Fiscal Year 2018-19 (Submitted to the City of Miami Commission For Approval) (Approved by the Off -Street Board of Directors July 30, 2018) MIAMI PARKING A UTHORITY Schedule of Revenue and Expenses Proposed FY 2019 Operating Budget FY 2017 FY 2018 FY 2019 Requested Budget 2019 Requested Budget 2019 Approved Proposed vs. vs. Actual Budget Budget FY 2017 Actual Budget 2018 FY 2017 Actual Budget 2018 Operating Revenue $ $ $ Increase/(Decrease) Increase/(Decrease) Off -Street Facilities 5,028,186 4,956,752 5,541,265 513,079 584,513 10.20 11.79 Parking Lots 8,136,278 8,620,098 9,733,337 1,597,059 1,113,239 19.63 12.91 On -Street 17,208,835 16,735,600 25,002,269 7,793,434 8,266,669 4529 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) - (738) - Rental-Building/Land 1,069,277 1,069,139 962,828 (106,449) (106,311) (9.96) (9.94) Revenue Sharing 883,314 617,241 1,029,572 146,258 412,331 16.56 66.80 Parking Meter Parts & Installation 49,665 70,500 43,000 (6,665) (27,500) (13.42) (39.01) Legal and Professional 1,020,888 1,050,710 1,020,756 (132) (29,954) (0.01) (2.85) Bank Charges 1,972,326 2,187,000 2,188,414 216,088 1,414 10.96 0.06 Supplies & Miscellaneous 212,847 247,750 273,850 61,003 26,100 28.66 10.53 Other Expenses 155,513 204,306 203,506 47,993 (800) 30.86 (0.39) Advertising & Promotion 410,970 443,500 443,500 32,530 - 7.92 - Total Operating Expenses 17,629,454 17,595,461 19,180,276 1,550,822 1,584,815 8.80 9.01 Operating Results Before Depr & Amort 14,488,202 14,406,433 22,844,904 8,356,702 8,438,471 57.68 58.57 Depreciation & Amortization (2,673,315) (2,921,070) (2,921,070) (247,755) - 9.27 - Operating Results 11,814,887 11,485,363 19,923,834 8,108,947 8,438,471 68.63 73.47 Non -Operating Revenues (Expenses): Interest Income 108,052 10,000 10,000 (98,052) - (90.75) - Gain (Loss) on Disposal Property (20,674) - - 20,674 - (100.00) #DIV/01 Interest Expenses (2,924,458) (3,320,417) (4,562,433) (1,637,975) (1,242,016) 56.01 37.41 Excess Revenue Distribution to City (7,700,000) (7,200,000) (14,491,401) (6,791,401) (7,291,401) 88.20 101.27 Budgeted Reserves - (300,000) (528,000) (528,000) (228,000) #DIV/Ot 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) x MIAMI PARKING AUTHORITY Schedule of Revenue and Expenses Proposed FY 2019 Operating Budget FY 2017 FY 2018 FY 2019 Requested Budget 2019 Requested Budget 2019 Approved Proposed - vs. vs. Actual Budget Budget FY 2017 Actual Budget 2018 FY 2017 Actual Budget 2018 $ $ $ Lmrease/(Decrease) increase/(Decrease) Operating Revenue Off -Street Facilities 5,028,186 4,956,752 5,541,265 513,079 584,513 10.20 11.79 Parking Lots 8,136,278 8,620,098 9,733,337 1,597,059 1,113,239 19.63 12.91 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 Revenrie 32,117,656 32,001,894 42,025,180 9,907,524 10,023,286 30.85 31.32 OperatingET011 ex Snlaries. Wages & Fringe Benefits Salaries -Regular 5,409,929 6,223,456 7,192,909 1,782,980 969,453 32.96 15.58 Salaries - Overtime 189,232 - - (189,232) - (100.00) - Salaries - Sick&Vacation 432,887 403,786 439,326 6,439 35,540 1.49 8.80 Social Security 365,589 398,091 421,553 55,964 23,462 15.31 5.89 Health Insurance 394,024 357,195 357,225 (36,799) 30 (9.34) 0.01 Retirement 505,025 349,023 535,615 30,590 186,592 6.06 53.46 Benefits - (Auto, LTD, STD) 149,510 163,572 168,961 19,451 5,389 13.01 3.29 Tuition 17,258 - - (17,258) - (100.00) Miscellaneous Pay 11,030 - (11,630) - (100.00) - 7,475,084 7,895,123 9,115,589 1,640,505 1,220,466 21.95 15.46 Repnfip,. Maintenance. .Cleaning& Landscape Maintenance -Property 327,514 - 171,400 204,200 (123,314) 32,800 (37.65) 19.14 Maintenance• Landscaping 367,129 227,722 252,788 (114,341) 25,066 (31.14) 11.01 Maintenance -Elevators 48,036 47,000 35,000 (13,036) (12,000) (27.14) (25.53) Maintenance - A/C 20,276 19,600 22,500 2,224 2,900 10.97 14.80 Maintenance -Computers 68,421 81,750 89,500 21,079 7,750 30.81 9.48 Maintenance- Garage Equipment 179,319 86,170 106,120 (73,199) 19,950 (40.82) 23.15 Maintenance - Alarms 11,481 18,900 15,000 3,519 (3,900) 30.65 (20.63) Maintenance -TV Surveillance 18,771 15,000 17,000 (1,771) (1,000) (9.43) (5.56) Repairs -Equipment 13,472 18,600 18,500 5,028 (100) 37.32 (0.54) Motor Pool 162,423 217,900 281,879 119,456 63,979 73.55 29.36 Cleaning&Housekeeping Supplies 298,863 258,908 320,053 21,190 61,145 7.09 23.62 Expendable Tools 2,576 - 3,000 424 3,000 16.46 - Clothing 36,857 52,200 58,800 21,943 6,600 59.54 12.64 Signs 89,257 115,001 15,800 (73,457) (99,201) (82.30) (86.26) Small Equipment 72,215 74,000 74,000 1,785 - 2.47 - Maintenance - Other 14,785 3,500 4,000 (10,785) Soo (72.95) 14.29 Cleaning - - - - - 1,731,395 1,410,651 1,518,140 (213,255) 107,489 (12.32) 7.62 Security Security 961,927 841,534 784,800 (177,127) (56,734) (18.41) (6.74) Armored Car Services 15,888 15,500 18,000 2,112 2,500 13.29 16.13 Utilities. 977,815 857,034 802,800 (175,015) (54,234) (17.90) (6.33) Telephone 218,776 256,500 240,900 22,124 (15,600) 10.11 (6.08) Light & Power 330,051 293,998 286,392 (43,659) (7,606) (13.23) (2.59) Water 44,903 40,807 34,455 (10,448) (6,352) (23.27) (15.57) 593,730 591,305 561,747 (31,983) (29,558) (5.39) (5.00) Insurance Property & Gen liability Insurance 564,695 418,348 468,278 (96,417) 49,930 (17.07) 11.94 Workers Compensation Insurance 20,877 78,039 93,481 72,604 15,442 347.77 19,79 585,572 496,387 561,759 (23,813) 65,372 (4.07) 13.17 Assessment Exognses Assessment Expenses - Repairs&Maintenance 152,802 117,670 117,670 (35,132) - (22.99) - Assessment Expenses -Utilities 8,039 5,408 5,408 (2,631) - (32,73) - Assessment Expenses - Office Supplies 4,287 3,986 3,986 (301) - (7.02) - Assessment Expenses - Management Fee 41,550 41,567 41,567 17 - 0.04 - Assessment Expenses -Insurance 195,096 196,184 196,184 1,088 • 0.56 - AssessmentExpenses- Security 89,284 90,000 90,000 716 - 0.80 - 491,058 454,815 454,815 (36,243) - (7.38) - Rental - Buildiga/Land Rental - Building/Land 1,069,277 1,069,139 962,828 (106,449) (106,311) (9.96) (9.94) Revenue Sharing Revenue Sharing 883,314 617,241 1,029,572 146,258 412,331 16.56 66.80 MIAMI PARKING AUTHORITY Schedule of Revenue and Expenses Proposed FY 2019 Operating Budget Parkins Meler Parts & Installation Equipment Rental Perking Meter Parts & Installation Legal and Professional Property Surveys, Platting Legal Services Trustee Fees Audit Fees Other Consultants Bank Charges Bank Charges Sypnlies & Miseellaneous Postage & Courier Services Printing Office Supplies Office Equipment Computer Supplies Computer Software Othee Expenses Property Taxes Licenses & Permits Miscellaneous Entertainment Travel Training Meetings and Conventions Cashier- Ovemget(Shortage) Parking Refunds Uncollectible Accounts Publications Membership Dues Claims Settlement Bad Debt Expense Penalties & Interest Advertising & Promotion Promotional Public Relations Advertising Total OperafBrg Expenses Operating Resales Before Depr & Arnnr Depreciation & Amortization OperaftngResaRs Non -Operating Revenues (Expenses): Interest Income Gain (Loss) on Disposal Property Interest Expense's Excess Revenue Distribution to City Budgeted Reserves Total Non-Operoling Net Revenue In Excess aJEzpenses FY 2017 FY 2018 FY 2019 Requested Budget 2019 Requested Budget 2019 Approved Proposed vs. vs. Actual Budget Budget FY 2017 Actual Budge12018 FY 2017 Actual Budget 2018 $ $ $ Increasel(Decrease) Increase/(Decrease) 22,326 27,500 18,000 (4,326) (91500) (19.38) (34.55) 13,231 43,000 25,000 11,769 (18,000) 88.95 (41.86) 35,557 70,500 43,000 7,443 (27,500) 20.93 (39.01) - 6,000 6,000 6,000 - - - 112,733 117,624 117,624 4,891 - 4.34 - 10,000 25,000 25,000 15,000 - 150.00 - 135,912 140,000 140,000 4,088 - 3.01 - 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) 1,972,326 216,088 1,414 10.96 0.06 2,187,000 2,188,414 6,592 6,900 6,700 108 (200) 1.64 (2.90) 69,600 69,150 89,850 20,250 20,700 29.09 29.93 24,367 27,800 27,100 2,733 (700) 11.22 (2.52) 43,473 26,900 26,500 (16,973) (400) (39.04) (1.49) - 1,500 6,500 6,500 5,000 - 333.33 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 38,120 56,136 56,136 18,016 - 47.26 - 30,989 950 950 (30,039) - (96.93) - 13,945 13,600 13,600 (345) - (2.47) - 7,820 14,500 - 16,602 8,782 2,102 112.30 14.50 5,982 38,000 40,000 34,018 2,000 568.67 5.26 40,115 56,650 51,843 11,728 (4,807) 29,24 (8.49) (101) - - 101 - (100.00) - 70 1,000 1000 930 - 1,328.57 - 18,573 23,470 23,375 4,802 (95) 25.85 (0.40) 155,513 203,506 204,306 47,993 (800) 30.86 (0.39) 7,449 52,500 52,500 45,051 - 604.79 - 300,125 240,000 240,000 (60,125) (20.03) - 103,397 151,000 151,000 47,603 - 46.04 - 410,971 443,500 443,500 32,529 - 7.92 - 17,615,947 17,595,461 19,180,276 1,564,929 1,584,815 8.88 9.01 14,502,309 14,406,433 22,844,904 8,342,595 8,438,471 57.53 58.57 (2,673,315) (2,921,070) (2,921,070) (247,755) - 9.27 - 11,828,994 .11,485,363 19,923,834 8,094,840 8,438,471 68,43 73,17 108,052 10,000 10,000 (98,052) - (90.75) - (20,674) - - 20,674 - (100.00) - (2,924,458) (3,320,417) (4,562,433) - (1,637,975) (1,242,016) 56.01 37.41 (7,700,000) (7,200,000) (14,491,401) (6,791,401) -(7,291,401) 88.20 101.27 - (300,000) (528,000) (528,000) (228,000) - 76.00 (10,537,080) (10,810,417) (19,571,834) (9,034,754) (8,761,417) 85.74 81.05 1,291,914 674,946 352,000 (939,914) (322,946) (72,75) (47.85) RESOLUTION NO. 18-?? A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), APPROVING AND ADOPTING THE ANNUAL BUDGET OF THE DEPARTMENT OF OFF-STREET PARKING FOR THE FISCAL YEAR COMMENCING OCTOBER 1, 2018 AND ENDING SEPTEMBER 30, 2019, IN THE AMOUNT OF $19,180,276 EXCLUDING DEPRECIATION, AND OTHER NON OPERATING EXPENSES OF $22,492,904 ATTACHED HERETO AND MADE A PART HEREOF. WHEREAS, Section 23(h) of the Charter of the City of Miami, provides that all budgets, funds and accounts pertaining to the off-street parking facilities of the City shall be segregated from all other budgets, funds and accounts of the City and shall be so kept to reflect the financial condition and the operation of each off-street parking facility of the City separately; and WHEREAS, a budget is required to properly administer the Department of Off -Street Parking; and WHEREAS, Section 23(h) of the Charter of the City of Miami, further provides that no later than one month before the end of each fiscal year the Director of the Department of Off - Street Parking, with the approval of the Off -Street Parking Board, shall prepare and submit to the City Commission a budget estimate of expenditures and revenues for the ensuing fiscal year for approval by the City Commission; and WHEREAS, the Department of Off -Street Parking Budget for Fiscal Year 2018-19 has been reviewed and accepted by the Off -Street Parking Board; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are hereby adopted by reference and incorporated as if fully set forth in this Section. Section 2. The Annual Budget for the Department of Off -Street Parking for the fiscal year commencing October 1, 2018 and ending September 30, 2019, in the amount of $19,180,276, excluding depreciation, and other non-operating expenses of $22,492,904, attached hereto and made a part hereof, is hereby approved and adopted. Page 2 of 3 Section 3. This Resolution shall become effective immediately upon its adoption and signature of the MayorJ. PASSED AND ADOPTED this day of ATTEST: TODD B. HANNON CITY CLERK APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ CITY ATTORN EY 2018. FRANCIS SUAREZ, MAYOR 1 If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. Page 3 of 3 MIAMI PARKING A UTHORITY 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, Waees & Frinkre Benefits Salaries — Reg lar - Base salaries for all full time / part-time Authority personnel Salaries — Overtime — Overtime funds paid to hourly personnel Salaries — Sick & Vacation — Sick and vacation time for full-time Authority personnel Social Security — Social security taxes paid to the federal government for Authority personnel Health Insurance — Insurance premiums paid by MPA for full-time Authority personnel Retirement — Employer portion of annual pension obligation paid to the MPA's pension plan for full-time Authority personnel Other Benefits — Insurance premiums paid by MPA on behalf of full-time administrative and operations personnel for auto, short-term disability and long term disability Page 1 of 6 Tuition — MPA provides educational assistance for regular full-time employees who have completed 365 calendar days of service in an eligible employment classification. The amount of assistance paid by the Agency is 100% of tuition costs up to a maximum of $3,000 in a calendar year providing the employee earns grade of "C" or better Miscellaneous Pay — Payment for the use of temporary labor for special events and special employee assignments Repairs, Maintenance, Cleaning & Landscape Maintenance — Property — Contractual expenses incurred in connection with the maintenance of parking facility structural components, excluding items detailed below Maintenance — Landscaping — Contractual expenses incurred in connection with the maintenance of parking facility landscaping Maintenance — Elevators — Contractual expenses incurred in connection with the maintenance of parking facility elevators Maintenance — A/C — Contractual expenses incurred in connection with the maintenance of parking facility, operations and administrative office air conditioning units Maintenance — Computers — Contractual expenses incurred in connection with the maintenance of parking facility / administrative office computer equipment Maintenance — Garage Equipment — Contractual expenses incurred in connection with the maintenance of parking facility revenue control equipment Maintenance — Alarms — Contractual expenses incurred in connection with the maintenance of parking facility revenue alarm / security systems Maintenance — TV Surveillance — Contractual expenses incurred in connection with the maintenance of TV surveillance cameras located in garage facilities Repairs — Equipment — Non -contractual repairs associated with parking facilities Motor Pool — Expenditures associated with Agency vehicles including gas, repairs and lease payments for leased Agency vehicles Cleaning / Cleaning _& Housekeeping Supplies — Contractual expenses and cleaning supplies purchases for the maintenance of parking facilities / administrative offices Expendable Tools / Small Equipment - Maintenance tools and maintenance / office equipment purchases that do not exceed $1,000 and therefore are not considered a capital asset Page 2 of .6 Clothing — Uniforms for operations personnel Signs — Maintenance and purchase of signage for both off-street and on -street parking facilities Maintenance — Other — Annual contractual maintenance fee incurred for Authority telephone system Securi 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 Properly 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 Sunblies 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 Equi ment — 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) 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, SERIES I99S TABLE OF CONTENTS Page ARTICLE DEFINITIONS Section 101. Meaning and Words and Terms............................................................................2 Section 102. Rules of Construction,._.................»,..,..:,.,.,...................,....,..•................,......... IJ ARTICLE II .....................................31 DETAILS OF BONDS; AUTHORIZATION OF DEFEASANCE OF 1993 BONDS Section 305. Effud ofCalting for Redemption.... ........................ Section 201. Limitation on fssuanco of Bonds.............................................••.......................... 14 Section 202. Details ofBands--...................................._...................,.:,.............•.................. 14 Section 203. Exocutlon and Form ofBonds..::....................................................................... 15 Section M. Exchange of Bonds ... ........ »............................................................................... 21 Suction 205. Negotiability, Registration and Roght alien of Transfer of Bonds ............ _....... 21 Section 206, Ownership of Bonds ............................. _............................. ..................... .......... 21 Section 207. Authentication oFBands.:».............. ..... _.................. ......................... ,............,..,.21 ........................._... 34 Section 208, Authodastion of 1998 Bonds...............................................................................22 _,...,,.....,.. 35 Section 209. Additional Bonds for Additional System Facilities ................................... ....23 Seation2l0. Additional Bonds for Complollon Putposes.................................................. 26 Section 211. Additional Bonds for Refunding Purposes .................:.. ............................. 28 Section 212. Temporary Bonds.1,...,.»...,.,..»............................„.,,1.,.................. 30 Section 213. Mutilated, Destroyed, Lost, of Stolen Bonds .............•........ ................................ 30 Section 214, Qualified Derivative Agreements...................................................................... 30 Section 215. Authorization ofDofaasanco of 1993 Bonds .................... ...................... 31 ARTICLE Ill T2. Sa on Z.3. Deparhnont In Manage City Paskmg Face tiles.......,..........,..., �.�..�...,.,............... .......... Fooilitic................._...........� REDEMPTION Section 508, Application of Money in the Renewal and Replacement Account .................. �... 43 Section 301. Redemption 0onorally.......................................................................................31 Sectidn302, Extraordinary Redemption ofall Bonds........................................................... 31 Suction 103. Selection o£BondsorpoptonsthamoftoWRedeemed .....................................31 Section304, Redemption Notioe............................................................................................. 31 Section 305. Effud ofCalting for Redemption.... ........................ ,,................................ 32 Section 306. Redemption of Portion of Registered Bonds ........... .......................................... 33 Sectidn307, Usn ofCovemrnent Obligations to RWeem Brad s ...............................»,,:......... 33 Section 308. Cancellation....,_ .................... _.................................... ............... ......... .............. ..33 ARTICLEIV CONSTRUCTION FUND 59 Section 401, Conduction Fund................................................................................»..............33 Section 402, Payments from Construction Fund34 Section 403. Cost of 1998 Praject and Additional System Facilities......... ........................._... 34 Section 404, Prumods Account..................................... .......,,,,.,.,,...,...................... _,...,,.....,.. 35 TABLE OF CONTENTS TABLE OF CONTENTS (continued) (continued) Page Page ARTICLE V Section 715. Contracts, Leases and Other Ago:ameols ,».................. .........»....,_.............. 59 REVENUES AND FUNDS Section 716. interim Indebtedness; Short Tenn lodebtedneas................................................. 59 Secdon501. EelablishmentofFunda 35 Financingof Becton 717. Pinandng of Special Purpose Pari des ..................... _. . . 60 ............... ..,......... ............... ,............ ..................... _........ Sutton 502. Revenues Received by the Dcpwanonl..............................................................35 Suction 718', Debt,l�...».,..�,..,,....,.,.....�,......,......,.....,,...,,................................ 60 Section 503. Application of Money In Revenue Account....................................................... 36 .................... Section 719. En emem ofAccouuan Insurance Consultant, and P*arlcln Consultant...... 61 Suction $04. ApplicatlonofMoncylnlntemstAaaormt.,�..�,»,..�,...,,...,,.»...............................38 Section 720, Further lnsnumonts and Actions.,................ ....,.....f.......�� ....,,.,.,,,,,,.,..,........•....,,.....,61 Section721. Use ofRovenues and Inconsistent Aotioas..»,,..... 61 ......_ ............................ . Sedion 505, Application ofMonoy in Principal Account ................. ..38 .... _......... ,,..��,.,�.......... �......... Se an Na PleaP,ukingatCityFacilities-- .............,,,,,...,..»..........._....,,,,,,,,............62 � , ........................_.. Seabn506. Application ofMonuyinSinking FwdAeowml......... _.... ... ..39 Becton 507. Application of Money in Reserve Account ........................... ,..................... ....... 4I T2. Sa on Z.3. Deparhnont In Manage City Paskmg Face tiles.......,..........,..., �.�..�...,.,............... .......... Fooilitic................._...........� 62 Section 508, Application of Money in the Renewal and Replacement Account .................. �... 43 .....g Section 724. Biennial .Inspection ................... ........_. 62 Suction 509, Application of Money In tun General Rescrvo Account-,,,,,,,,,,,,,,,,,,,», ...... __.. 43 ARTICLE VIII Seotoa510. Application ofMoaey In the Redemption Account ............................... ...,......... 44 REMEDIES Section 511. Insurance and Condemnation Award Account .................................................. 46 Section 901. Extension of Interest Payment , Seotoa512, Funds Hold in Trust» . ............................................... ................................... .... -46 Section 802. Events of Dofauh......................... .. ..................,,,,,,.....,...,.,........_................ 62 Section 513, Cancellation ofHoods ....................._. 46 SuctionAcceleratione es .............:.. 63 Section $14. Disposition of Auld fialaneas ........................ ..... 47 .,,,•:...,.,..................................................... Section 904. Ramedies..........,......,.,._..........._..-..,..,..,,.,..,......,__...,..........1....1.1.....................64 Suction 515. Security for fee Bands .,,,,......................... ............._....,........,................,..._...,.. 47 Section 805. Enfarcamentofftumedios,,..,,,...�.,.... Suction 516. Rebate Fund .... ......................... ..................................................................... ...... 47 ......................_............, ..,..........................64 Section 806. Pro Rata Application of Ftmds.......... ,,,...,..... ... ........65 ... .•� � .�.......................66 ARTICLE VI Section 807, Bfibot of Discontnuance ofProceedin DBI'OSITARIGS OP MONEY. SECURITY FOR DEPOSITS, INVESTMENT OF FUNDS, Section 808, Control of Proceedings by Holdors....................................»................................ 66 AND COVENANTAS TO ARBITRAGE Section 809, Rustricdons Upon Actions by Individual Holders,. _......................... 66 &*lion 601. Security for Deposits.................................'................'......"'.........."'.,.,,,,,.,..,,. ... 48 Section 810, Fnfercementof"is ofAxmon................................ ,.......................... .............. 67 Suction 6112. Invustmcni of Monty ...................................... ........................._..................,. ...,,, 48 Section SH. No Remedy Exalusive....._.................. ........,..................._............,..,....,.......... .... 67 Suction603, Valuation ......_......................... 49 Suction 812, Delay Not a Waiver ........_......._............., ............... _..»,.,,..,....... 7 ,..,....,.,.. ..........._..................._..... ...............__.... ....... Section 604. Tax CovargnA...,,,,..»..............._........,.....................»,,........................,,......,�,�..,, ........ 49 ,,.,.,,......,�,.»,,,.,,..., Section S 13. Notice of DuPouit....._.......,............................................................ Section 81-0. Ri t to Enfo[ca Pe and of Bonds Unimpaired..»...........................................68 8h Payment .... 68 ARTICLEVII ARTICLE LX GENERALS COVENANTS AND REPRESENTATIONS THE TRUSTEE Section 7D1. Payment of Principal,latomst and Premium ................ ................................. 51 Section 901. Acceptance ofTmats...»,............:.......... .»,.»"•emedialActionUpon �......^... .... 68 Suction 702. Construction of 1998Pmjectand Additional System Faoilitiet ......................... 51 Section 90» o Trustee as Condition for Remedial Action Upon Section 703, Operation of parking System._ ............... ......52 Direction Holders Becton T04. Rate Covenant ............. ............................. Sooton 705. Bu ets and Covenant as to Ctitmmt aponus,,,,,,,,,,,,,,,»,.,,...,...., .,.......•..,...... 52 . ................ 53 ...,,...,..,.,,........,...........,,.......,.....................68 ions on Obligations Suction 9W. Limitations Limitations g Fallu n tment rs of Trustce...................».,...,,.... 69 Section 706. Banks, Insurers and Resew.. PmduclPmviders Liable r o f Dp a Section 904. Trusion Not Liable for Fallen; of Department to Act .............................. _.......... 69 .............53 Record,Accobnts an ....._....._......... Section 707. Rnwrda,AccountsmdAudits ............_............ ».».».._............ ... 54 Section 905• Compensation ofTmstco and Paying Agent.,....,.,.,,,.......... .......-•••.................... 69 Section 708. 55 - Suction W. Monthly Statements from Truslea............................ ............. ......... _.................. 69 NoticInsure ofTsce ....................rado....».,,..,lioa,.......................,.,,,................................ Section 709. Notre nfTsking, Cooperation of Parties .................................................»,,,. ,.,. 55 Becton 907. Trustee Protected In Ralytng on CerWn I>ocumunts.............. .., x,.,,,,,.................70 . ..... ....._ ...................55 Secton710. hhsunmw and Eminent Domain Proceeds ........................... Section 908. Notice of Nhmtt._......._.................... ....,.....,,,.,.,.,...,.,,.._,.....,........,...,,�,,.,.......... Section 909. Trustee Not Responsible for Rooitals................. ..............,........... ....................... 70 70 Section 711, Compllmoe with Applicable Law .......................................................................57 Becton 910. Trustee May Deal In Batds,.......,�,.,.,�,.......,..,.....,...,....70 Section712, Payment ofCharges and Covenant Against Encumbrances .........__.. ...... 57 """""' buent,....»�.�,,,..sser....01 Section 91, Resignation and RumovalofTrustoa Subject to Appoinirr.ant ofSucrassor,„...71 Sendon 713. Disposition ng Y .., .... Fac Silos, 57 Section 912, Resignation df Tmstce,,,.,,.,.,,,.,.», 71 Section 714, Additional System Additions to the Parking System--..................... �,,., C-1 TABLE OR CONTENTS (continued) rage Soction913. Removal of Trustrw.,..,...,..,„..................................-..................................... 71 Seetion914. Appointmantof Succossor Tmstco ........................»....,...................................... 71 Scotion915. YcWagofDulicsln Suocessm Trustee............................................................... 72 ARTICLE X EXECUTION OF INSTRUMENTS BY HOLDERS, PROOF OF OWNERSHIP OF BONDS, AND DETERMINATION OF CONCURRENCE OF HOLDERS Seton 1001. Execution oflnstmmcnta by Holders ARTICLE XI SUPPLEMENTAL ORDINANCES Section 1101. Supplemental Ordinance, Without Bondholders' Consent...................................73 Section 1102. Supplemental Ordinance with Eordholders' Cotucnt.........................................74 Section 1103. Supplemental Ordinances Pmt of Ordinance ..................... ..._............................. 75 Section 1104. Series Ordinance Not a Supplemental Ordlr a ice ............................. ................. _ 75 ARTICLE XIS DEFEASANCE Section 1201. Cessation of Interest ofBrmdholden............ .............. ......... ............................... 75 ARTICLE XIII MISCELLANEOUS PROVISIONS Section 1301. EffactofCosenants ..............................................................................................77 Section 1302. MunnefofGlvingNotice................................._........_...........,...,...,,.....,.....,.......77 Section 1303. Successorship of Paying Agent and Bond Registrar ............................................ 78 Section 1304. Sucoonorship of Clty Otlicars............................................................................. 78 Section 1305. Inconsistent Ordinances ................................- .......... ............... .-.,............,,...,,..,, 79 Section 1306, Headings Not Partof Ordimmce, ...........................................„.....,.......................79 Section 1307. City, the Board, Dapartmenl, Trustee, Bondholders, Insurers, Credit Bank and Reserve Product Providers Alone Have Rights Under Ordinance............... 79 Section 1308, Effecto£Partiallnvalidity..................... I...... 79 Suction 1309, State Law Govcros............................................................................................... 79 Section 1310. RopealefOrdinance 10115 ................. ........................................ x...................... .79 Suction 1311. Notice..._...............,,,,.,,....,,.,,,.,...,.....,....................... .._....... ................... 79 Section 1312. Provisions Relating to Insurers ................................... ..................— ........ _....... s0 WHEREAS, an croergency exists with respect to the enactment of this Ordinance in that, in order to take advantage of arAting rnatket conditions and in order to promptly commence the IM Project (as hereimullor defined) to meet the parking needs of the dthtens and taxpayers of the City, It is necessary that the City market bonds sudorised hereunder as soon as possible, and Immediate enactmont of this Ordinance Is necassuy In order to accomplish such marketing; and WHEREAS, the City Commission, by atrocamm of this Ordinance by 0 least a four fifths vote, hereby waives ail notice requirements for the regular mactmeat of municipal ordinances, and WHEREAS, this OMimance is hereby declared to be an emergency measure on the grounds of taganl publioneed for Ore presorvation of peace, health, szA;ty and die property of the City; NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA; ARTICLE DEFINITIONS Section 101- Meaning and Words and Terms. in addition to words or terms elsesvhero defined in this Ordimmea the following words and terms as used in this Ordinanca shall have the fallowing memings, union some uthermoming is plainly intended: "Accountant" means the cortified public accountant or firm of certified public accountants engaged by the Board under the provisions ofSeoflon 719 of this Ordinance. "Aaeratad Value" means, the value specified in any Series Orl,nmoe for any data or dates specified In such Series Orilnanco as the principal amount of Capital Appreciation Bonds, plus Oo amount of interest that has accreted thereon, If such date shell not be apeaified In such Series Ordinunce, "Accreted Value" shall mean a portion of the difference between the Aeereted Valeo as of the Immediately preceding data Vveifiod in such Series Ordinmhco and the Aeamed Value o£tho immediately succeeding data specified in such Series Ordinance osloulatod based on the assumption that scorched value worms during any period in equal dally amounts on the basis urn year of twelvo 30day months. "Additional Bonds" means the Bonds ofthe City authorized to be Issued under Sections 209,210 and 211 of this Ordinance, "Additional Facilities Account" moms the account In the Construction Fund anoted end so designated by Scction401 of tlis Ordinance, "Additional System Facilities" means (a) any parking garages and ort'-strwt Puking facilities and on-sthuot parking motors that me not a part of the Parking System as of the data of this Ordinance, Including all land, buildings, 4:uoturos, equipment and appodau cos, constituting it part thenal; (b) all enlargements of and Improvements and addition to any existing or Rnuro buildings and structures that eeestitelo a portion of the Parking System, and (o) all C-2 ORDINANCE NO, AN EMERGENCY ORDINANCE OF THE CITY OF MIAMI, FLORIDA AUTHORIZING T11E ISSUANCE OF PARKING SYSTEM REVENUE BONDS OF THE CTdY OF MIAMI, FLORIDA, INCLUDING THE ISSUANCE OF AN INITIAL SERIES OF BONDS IN AN AGGREGATE PRINCFPAL AMOUNT NOT EXCEEDING 514,500,000 FOR THE PURPOSE OF REFUNDING THE OUTSTANDING PARKING SYSTEM REVENUE BONDS, SERIES 1992A OFTHE cnY AND PAYING THE COSTS OF THE ACQUISITION AND CONSTRUCTION OF PUBLIC PARKING FACILITIES WITHIN, THE CORPORATE LIMITS OF THE CITY OF MIAMI; AUTHORIZING THE USE OF DEPARTMENT FUNDS TO DEFEASE THE OUTSTANDING PARKING SYSTEM REVENUE REFUNDING BONDS, SERIES 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 AMOLNTS AS PROVIDED HEREIN; AUTHORIZING OTHER CLASSES OF INDER'FEDNESS TO HE SECURED AS HEREIN PROVIDED; SETTING FORTH THE RIGHTS AND RBMEDIES OF THE HOLDERS OF SUCH BONDS; MAKING CERTAIN COMANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING FOR THE REPEAL OF ORDINANCE NO, 10115; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, The City of Miami, Florida (the "City'), is nuthed od pursuant to the Constitution and laws of the Stele of Florida, including, Without limitation, Chapter 166, Florida Statutes, and the Charter of rhe City, to own and oprmle, through the Department of Off -Sheet Parking of the City, facilltos for the parking of motor vehicles, to oporete such $eilitles as a proprietary function acrd an nnte:pdse of the City, and to collect feea and oharges for the use and services of such fsallities; and WHEREAS, the City is also authorized pursuant (o the Constitution and laws of the State of Florida and its Chouter, to issue rownuo bonds to pay the costs of acquiring and coushrectng such facilittes and to refund such bonds and to pledge to the payment thereof certain revenues as hominaftarme. partoulmty described; sad WHEREAS, pursuant to Ordinance, No, 10115, enacted by the City on dung 26, 1986, as supplemented and amended, the City has lssuod its $4,725,000 Parking System Revenue Bonds, Series 1992A (the "1992 Bonds') and its $15,515,000 Parking System Revenue Refunding Bonds, Series 1993A (the `1993 Bands') ;add WHEREAS, the Cityhas determined that it is in the bust Interest of the cifixens and taxpayers of the City that it utiBae certain funds on hand to defense the lien of to 1993 Bonds, and that it issue rovonue bonds under the terns hereof to finance the cost of corlain public parking Improvements more puttiouiady described heroin and to refund the 1992 Bonds, and that it provido for the issuance of such bonds and other revenue, bonds under the amus hereof, and renewals and ropiacem usts of any of the foregtimg, which parking garages, off-street parking faelliths, anlargements, Improvements, additions, renewals and replacements are finmoed as a whole, or in pan through the issaauee of Additional Bonds or with money held in the General Reserve Account, "Annual Budget" mains the budget adopted or in effect for each Fistal Year ss provided it Section 703 of this Ordinance. "Appccniatod Value" shall moan the vilve specified in any Sod" Ordlnnnce for any date or dates specified on aeon Series Ordinance as the Appreciated Value with respect to any Capital Appreciation and Interne Bonds. If such data of o4ouladon shall to bo specified in such Series Ordtuaneo, "Appreciated Value" shall mean a portion of the diflarcace between the Appreciated Value as of the Immediately preceding data specified In such Series Ordinance and the Approuiatod Value as of the Immediately suocoeding data specified in such Series Ordinance calculated based upas an assumption that Appreciated Value acorues during any period in equal daily amounts on die basis are year of twelve 30 -day months. As of ony date of calculation on and after the Interest Commencement Data, the "Appreciated Value" shall mean the Appreciated Value on to Interest cotnmene mant Date. "Average Annual Principal and bdowsl Requirements" moans the oral amount of Principal and Interest Requirements to become duo on all Bonds divided by the total member of years for which such Bonds am Outstanding, "Bond" moans the OffStreel Parking Board created by the Charter of the City. "Bond" or "Bonds" means the Series 1998 Bonds and any Additional Bonds Issued hereunder. "Bond CotuiseC' means miy attorney at law or flan of attorneys retained by the City, of nationally recognized experience In matters podoining to the validity of, and exolusion from gross income for fedoml income tax purposint of Irdehest on, the obligations of statos and their political subdivisions. "Bond Fund" means the fund created and desipaled the Miami Parking System Bond Fund by Section 501 of this Ordinance. 'Soodholdar' or "Holder" or "Owner" or any simllu tent moans the rogistemt owner of any Bond out+Wading. "Bond Insurance Policy" shall more the municipal bond insurance policy or pQ4oies tssued by no Insurer guarenoeing the payment of the principal of and interest on any portion of the Bonds; and with respect to the 1998 Bonds, shall mean the 1998 Bond Insurance Policy. "Bond Registrar" means a bank or trust company either within or without the State that is designated as such by the Bond, such bank or host company being the same bank or trust company desigmilod to act ss Trustee. "Business Day" means any day other than (t) a Saturday, Sunday, legal holiday or day on Which banking institutions In the City in whfah the Tmsleo has its principal corporate tmst ofoe aro authorized or required by lav or oxceutive order to oloso, or (dl) a day on which the New York Stock Exchange is closed. "Capitol Appreciation Bonds" shall mean those Bonds as to which interest is compounded periodloally on each of the applicable periatlle dates &Agnated for compounding and payable In an amount equal to the then current Accreted Value only at the maturity, palter redemption or other payment dare, all w so deAgnatod by a Series Ordbmhoe. "Capital Appreciation and heomo Bonds" shall mean any Bonds as to which warning Intomst is not paid prior to the specified Interest Commencement Data and is compounded periodically on certain dosdgmued datas prior to the Interest Commencement Date for such Series of Copltal ApprealaUan aml Income Bonds, all m so designated by a Series Ordlamoe. "Capital Funds Budget" for any Fiscal Year means the amount estimated by the Board to W necessary for the extension, improvemoul, enlargement, renewal, or replawaert of the Parking System, whether, the sane arc to be commonced, continued, or completed during such Fiscal Year of themaflcr. "Certificated Bonds" means any Bond which is represented by u instrument. "Chairman" means the Chan n. of the Board or the oftkor succeeding to Sha principal functions themof, "Chief Fitrarwial Officer" means Sha Chief VinaRelat Officer of the Department or his designoo or the officer mocceding to the Chief Finanalal Officer's principal functions. "City" moans Tho City of Munni, Florida, a municipal corporsHon, Tity Attorney" means the City Attomey of die City or the person succeeding to the principal functions dwmt "Clty Clerk" mains the City Cletic of the City, any Deputy Clerk or any officer succeeding to the principal funolions thereof. "City Commission" means the Commission of the City or the board or body in which the goncral lagislailve powers of the City shall be vested. "Construction Fund" mens the fund crested and designated the Moral Parking System CanstmcUon Fond by Section 401 of this Ordinance. "Cost" m applied to the 1998 ProJect and any Additional System Facifites financed with Bonds or other available funds, means, without intending thereby to limit or rosiriot any proper doflnition ofsueh word wrier law, all items of cost set forth In Section 403 of this Ordlnanco. `Vourty" moans Miami -Dada Canty, Florida, a political subdivision of tho State. "Escrow Agent" means a bank or trust company, either within or without the State designated m Escrow Agent in the Escrow Deposit Agreement and performing such Amctlons 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, invested and applied by the Escrow Agent as provided in this Ordinance and the Escrow Deposit Agreement, "Bvont of Default" means each of those events of default sal forth in Sinton SD2 of this Ordinance. "Fiscal Year' means the period commencing on the first day of October in any your and ending on the last day In Soptomber of the following you, unless the Tmstee is notified In writing by the Director of a change in such period, in which caro the Fiscal Year shall be Sha 12 - mouth period set forth in such nice. "Gonoral Reserve Account" means txs account in the Parking System Fund created and so designated by Section 501 of this Ordinance. "Goyemment Obligations" means (1) direct obligations of, or obligations the payment of the principal of and the Interest on which is guaranteed by, the United States of America or (it) any bonds or other obligations of any state or governmental unit thereof which aro rated at such time in the then highest rating category (without reference to gradations within such categories) of two or mono rationally rwognizad municipal rating agencies, `Ifolder of Record" moans any owner of one or more Bonds who shall have fitcd with the Director, in accordance wifh procedures established thoroby, a written request setting forth his name and address and the particular reports, notices and other documonts that he dosims and Is entitled to receive under this Ordinance, "Insurance and Condemmuflon Award Account" means the acocuot in the Bond Fund created and so designated by Section 501 of this ordinance. "Insurance Consultant" means a person or a firm of persons of favorable repute in the Sista, for skill and expedenca In dealing with the insurance requirements of rntorprises similar to the Parking System and in performing the duties to be Imposed upon It by this Ordinance, 'Insume' shall mean with respect to the 1998 Bonds, the 1998 Bond Insurer, and with mapaot to any other Insured Series of Roads, shell mean the lasuar of a Bond Insurance Policy Whose credit is such that, m the time of any action or consent roquirod or porrulted by the Insurer pursuant to the terms of this Ordinance, all municipal securities insured or guaranteed by it an, than rated, because of such Insurance or guarantee, in one of the two highest rating categories (without regard to pluses or minutes) by at toast one nationally recognized rating agency that regularly rats the credit of munlolpal securities, "Interest Aceotmt" means the account in the Bond Fund created and so designated by Soction501 ofthis Ordinance. C-3 "Credit Bank" shall mean as to any portieuiar Serics of Bonds, the Pursue (ot,er than on Insurac) providing a Credit Facility, "Credit Facility" Asti mean w to any particular Socks of Bonds, a letter of omdit, a Ileo of credit or mothor credit or liquidity enhancement faoillty (other than a Bond Insurance Policy issued by an Insurer), as approved In the Series Oallnmm providing for the issuance of such Series of Bonds, "Currant Expanses" means the oamnt expenses, paid or accrued, of the Board and the Dopariment for the operation, maintenance, and ordinary, current repair of the Parking System as determined in aeao,danw with gonomlly accepted accounting principles, including, without limiting Sire generality of the forugoing, all ordinary and usual expenses of operation, maintenance, and repair, aefminisuatve expenses, salaries, payments to any retremom plan or plans property chargeable to the Farling System, paymonts to other governmental entitlea for current expenses for the operation, maintonance and mpair of the Parking System, insurance premiums and expenses and accumulation of appropdato reserves for self-insurance, engineering expenses heisting to the operation, maintenance, or ropalr of the Parking System, foes and expenses of the Trosw and tho Paying Agent, legal exponses, fees of consultanis, and any other expenses required to be paid by the Board and the Depadmont under this Ordinanao or by law, but Camel dispenses shall not Include any reaurves for extraordinary replacomonts or repairs, any allowance for depreciation, any prim1pal payment In respect of capital leases or Subordinated Debt any deposits to any Find or Account mound under this Ordinance or any payment to any govammental catty foroaplud costs. "Daily Nowspapat" means a newspaper regularly published in the English language on at least five days in each calendar work. "Defeult" means any Bvont of Default and any event that, after notice or lapse of time nr both, would become an Event of Defauh. "Dopmmant" moans the Department of Off-Strec; Parking of the City created by the Charter of the City or the department. board or body suneaeding such Department by whamvor name at the time given to such Department and having judsdietion over or central of the Parking System. "Depositary" means say bank or treat company duly authorized by law to ongago in the banking business and selected by the Board as n depositary of money under ibis Ordinance, "Director" moans the Executive Director of Ute Department. the officer succeeding to his principal functions, or such other ladividual who from time to time is designated In writing by the Chah mvr to perform the duties oftc Director. "Eminent Domain" means the ardhent domain or condemnation power by which all or my part of the Parking System may bo taken for another public use or any agreement that Is reached in Ilm of pmccedings to oxeroiso such power. "Interest Commmoemant Date" menus, with respect to any particular Capita Appmeiaton and Income Bonds, the date specified In the Series Ordinance authorizing such Capital Appreciation and Income Bonds after which intorast Warning on such Capital Appreciation and Income Bands shall be payable on the dotes speoified in such Series Ordinance. "Intomat Payment Date" means each Interest payment data applicable to a Series of Bonds as specified in the Seder Onilnnow with respect to such Sones of Bonds, "Interim Indchledness" means Indebtedness of the City payable from Revenues which (a) has a final maturity not mom Ulan sixty (60) months after the date it is Incurred, (b) is designated as Interim Indebtedness by the City, which the City intends to refinance from the prececds of Bonds within such sixty(W) month period, and (c) accts dm mquimrnonts of Sactlon 716 o£thls Ordinance, "Investment Obligailons" moans any investment audearizcd pursuant (o the laws of the State of Florida, "Net Proceeds" means the gross proceeds derived hem insurance or as an award arising from Eminont Denude, less payment of attorneys' fens and expenses property incurred In the collection of gross proceeds. "Nut Ruvunoes" means the excess of Royenues over Current Expenses. "1992 Bonds" mean the City's outstanding Puking System Revenue Bonds, Series 1992A, "1993 Bonds" means the City's outstanding Parking System Rerenuo Refunding Bonds, Series 19911L "1998 Bond insurance Policy" shall trent the muniolpal bond insurance policy Issued by the 1998 Bond Insurer humrtng the timely payment of the principal of and interest on the 1998 Bonds. "1998 Bond Insurer' shall moan MBIA Insurance Corporation (the prircipad operating subsidiary of MBIA, Ino., a Now York Stock Exchange listed company), or any succassor thereto, "1998 Bonds" means the City's Parking System Roycnue Rofanding Bonds, Series 1998, authorized hereby, 111998 Project" means a £our -level parking garage on Oak Avenue between Rica and Mary Streets In Coconut Grove, a revenue central system, a 300-epace surface parking facility on Watson Island, renovation and rehabilitation ofa. 495 -space parking gamga to be located at 40 NW 3rd Street, payment of litigation and settlement costs and expenses related to the Coconut Omve Playhouse lawsuit between the Department and the State of Florida Daparunanl of Stale, and other parking -related Improvements and facilities. "1998 Prejod Aeoeant" means the account In the Constmttion Fuad dasignucal as such created by Section 401 hereof. "Operations and Maintenance Requirement" means, as of the data of detormlrufion, one- fourth of the amount shown by the Annual Budget as Current Iixponses for the then current Fiscal Year. "Opf(nn Bonds" means Bonds subject to tender for payment prior to their mmority at the option oftho Holdor thereof. "Ordinance"moans this Ordidanw together with any supplemental m' iu moos and Strias Ordinances enacted by the City. "Ordinanw No. )0115" moans Ordinance No. 10115, unacted by the City on June 26, 1986, as the sures has been supplomuntod and amended. "Outstarding" when used with rofarence to Bonds means, as of a particular date, all Bonds thamtofom issued under this Ordinance oxwpt; (1) Bonds theretofore canceled by the Trustee or delivered to the Trustee. for caawEleNon; (2) Bonds for the payment of which money, Government Obligations, or a combination of both, in an amount sufficient to pay an the data or dates when such Bonds aro to be paid or redennod the Redemption Price of and the Interest soaring to such date or dates on the Bonds to be paid or redeemed, have been deposited with the Tmstw, the Paying Agent or an asomw agent In hast for the Holders of such Bonds; Government Obligations shall be doomed to be sufficient to pay or redeem Bonds on a specified dam if the principal of and the Interest on such Government Obligations, when due, will be sufficient to pay on such, data the Redemption Price of, and the Interest accruing am such Bonds to such date; and (3) Roads In exchange for or In lieu of which otter Bonds have been authenticated and delivered pursuant to this Ordinance, "Parking Consultant" means any engineer, cngineednS fire,, fires of oerdfled publio accountants, parking consulting firm or corporations, or other qualified person, firm ar corporation of favorable repute for skill and experience is porfoaning the duties for which it is employed by the Board under Section 719 afthls Ordinance. "Parking System" moans, except as provided below, all existing real properly, parking garages, parking lots, off -dicot parking facilities and related facilities, sltuchsma, equipment and meohimxy, presently owned by the City or the Department and operated by the Mput mot in wonectlon with the public parking of motor vehicles; tho on -street parking meters Installed of any timo or sear the curbs of the streets within the jurisdlddon of the Deparmsent (gubject to mmoval or relocated, as provided In Section 713 of this Ordinance); and any Additioan d System FaakfiBes and any parking garages and off -shoot parking faaUites added to the Parking System pursuant to this Ordinance. "Parking System" shall not inoluda, unless expressly provided in a subsequent Ordinance or resolution, any airspaw above a parking lot, parking garage or parking index or formula, shall be used for purposes of this definition as the actual ram of interest with respect to such Bonds. "Proceeds Account" means the account in the Construction hired to be created and in deitgaaated by Swoon 404 of ids Ordinance. '1Qusllfib d Derivative Agreement" means an agreement between tho City and a counterparty creating Quai Deivufive Payments. "Qualified Derivadvo Payment" shall men a payment obligation created by a Qualified Derivative Agreement, snob as an interest rate swap, collar, cap, or other functionally similar agreement, such payment being equal to interest on a notional amount, based upon a fixed or a varlablu rate index or formuln, provided then, in order for a payment to be a "Qualified Mrivaliva Payment," the tang -{cart deaeeured debt of the counterparty to the Quallfied Derivative Agrwrtoot to which such paym nit pona(ns must be stall times rated in at lessi one of the two highest rating categories by at least one of the nationally recognized ming agencies rating the Bonds to which such payments pertain, Qualified Derivative Payments lnelude only payments under a Qualified Mrivdive Agreement determined by reference to Interest on a notoned amount and shall not include any other payments ander such agreement (for example any tormbnation fee, indemnification obligations or other fees payable to the munmapady). "Re,bala Account" means the account In the Miami Parking System Fund designated as such created in Seaton 501 hereof, "Redemption. Account" means the aowunt in the Bond Fund created and so designated by Section 501 of tris Ordinance. "Redemption Priv" means the principal amount are. Bond called for redemption plus the applicable premium, If any, payable upon redemption thereof in the reamer provided by this Ordnance. "Renewal and Roplacement Aowunl" means the account In Parking System Fund erected and so designated by Section 501 of ails Ordinance. "Rental and Replacement Account Requirement" foe any Fiscal Year moues brat amount established as such from tma to time by the Board, which amount shall not be less Wan 5250,000, or such greater amount as the Packing Consultant certifies is necessary for the purposes ofthe Renewal and Ropiawmom Account ter such Fiscal Year, "Reserve Account" mases the account in the Bond Fund created and so designated by Sodden 501 of this Ordlamee. "Reserve Product" means on insurance pulley or surely bond or letter of credit, Ila of credit or atter emclh facility dopos(ted In the reserve caecum in lieu of or In substitution for the cash required to be deposited pursuant to Section 507 hercof. C-4 struolum, commenting a such height above such lot, garage or stmaure as shall not materially interfom with flue operation Ihenof as a Parking facility. "Farking System Fund" means the fund created and designated the Mama Parking System Fund by Scotian 501 orthls Ordinance. "Paying Agent" means, with respect to Bonds of each Series, the Trustee and any other banks or [mit companies at which the intonst on the Bonds o£eaeh Sedco am payable, "Principal Account" means the account In, the Bond Fund created and so designated by 904an501 afthis Ordinance. "Principol and Interest Requirements" moans the rospoctivo amotmis which are required in oath Fiscal Year to provldo; (a) for paying the Interest on all Bonds then Outstanding which Is payable In such Fiscal You, (b) for paying the principal of all Social Bonds and Tom Bonds then ouWmding which is payable In inch Fiscal Year, and (o) the SinVag Fund Requirement for such Fiscal Year for all Term Bonds teen OutsWiding, , With respect to Variable Pato Bonds, the interest ram used to caleulato Principal and Interest Requirements shall be assumed to be one bond" ten percent (110 ') of the greater of (a) the daily average interest rate on arab Variable Rate Bonds during the twelve months ending with the month preceding the dam of calculation or (b) the most recent effectivu interest on such Variable Ram Bonds prior to the data of caleulatlm. If such Variable. Rate Bonds were net outstanding for a full twelve months ending with the month immediately preceding the dale of calculation, the rate described in clause (b) of tho Immndialoly, preceding sentence shall be used With respect to Option Bonds, the date or dates of tender shall be dlsregarded, ureas actually tonderad and not manarket d; and thestated maturity dates thereof shall be used for purposes of this calaulaton, if such Option Bonds ase required to be paid from Not Revenues humunder on such data of lender. Far all purposes of this Ordlamco, if, with respect many Series or portion era Series of Variable Rate Bonds, the City enters Into a %alified badvative Agreement providing for payments to the City which are pledged to the payment of Interest on such Bands In an amount equal to interest on a notional amount equal to the principal amount of soot Bonds (which may inelodo aril or any portion of the principal amourd of a Series of Variable Rate Bands) outstanding, based upon a fixed rate or a variable Index or formula different from that used to calculate interest on such Bands, than the affective rate of intrrest to the City with rospeot to tush Bonds taking into account (I) the actual interest rate borne by such Bonds, (EI) payments to be recalved by the City pursuant to such Qualified Derivative Agreement and (ill) payment obligations of the City to tho oeunmrparty, under such Qualified Derivative Agrcomenl, all based upon baeretr on such notional amount as dotermimd by mfurasce to a fixed rate or variable "Reserve Product PmOder" means the issuer of a Reserve Product and shall mean MBIA Insurance Corporation (tie principal operating subsidiary of MBW Ina„ a Now York Stock Exchange listed oompany), or any suewuor thereto with respect to the 1998 Bonds, "Reserve Roquiremont" means an amount of moray, or the aggregate ayatablo amount under one or mom Reserve, Account Insurance Policies or Reserve Account Loiters of Credit, or a combination thereof. equal to the bssor of (i) to masimum Principal end Interest Requirements calculated with respect to all Series of Bonula Outstanding hareadder in the current or any subsequent Fiscal Year, (ii) 125% of the avumgo annual Principal and Interest Requirements calculated with respect to all Series of Bonds Outstanding hareunder, or ('it) 101: of the aggregate staled original pdnoipd amount of all Saties of Bads Oustanding hereunder, provicl;d, however, that to detemsining the aggregate stated original principal amount of Bonds Outstanding for the purposes of this clause (Ili), the issue price of Bonds (net of pro -issuance accrued lntereat) shall be substllumd for the original stated principal amount of those Bonds if such Bonds were sold at either an original issue discount or premium oxceodiog two percent (2%) aftho stated redemption price at mamdty, "Revenue Account' means the account in the Parking System Fund created and so designated bySeotion 501 of this Ordinance. "Revenues" means (a) except to the extent homimaftor excloded, all Income earned by the Department from the operatim and use of and for the services furnished or to be famished by the Parking System and all income earned from the ownemhlp and metal of the Parking System and properties financed by Subordinated Debt and by Interim Indobteduem, (b) ineomn received by the Department under any agnxemen. to manage or operate fucilitiss on behalf army period, (c) any proceeds of business interruption Insuranca, and (d) the investment income on, and the moDnio and gains realized upon the maturity or sale of, securities, hold by or on bobalf of the City or tho Department In any Funds and Accounts established by this Ordinance. 'there shall not be Included In Revenues (1) any grants, contributions or donations; (id) proceeds from the sale and disposition of ail or any portion of the Parking System; (Iii) income from the operation of any faolittks to which reference is made in Section 717 hereof for so long as such tbcilitics are not part of the Parking System; (iv) to the extant and for w long as such Income is pledged to secure the financing for the same, rental income from the leasing of any lead used in connedlon with, or income from the operation at any facilities to which mfumnee is made in Scotian 717 hereof (v) any proceeds of insurance other than as mentioned above; (vi) invoshnant Income from the Investment ofmoneys in the Construction Fund; and (all) the proceeds of any borrowing, "Serial Boyds" means Bonds of any Series that am designated as such In the Series Ordirrarico for such Series. "Series" means anysedes of Bonds issued at any one time under Sections 208, 209, 210, 0,1211 of this Ordinaaw. "Series Ordinunce" means collectively the ordinances add roeolutions of the City Commission that are adopted prior to the Issuance of any Strict of Bonds order Sectors 208, 209, 210, or 21 I of this Ordinance. Tho Series Oadinanw &hall (a) determine or provide fir the determination of the details of the Bonds of such Series, Including, among other things, the data thereof, the rates of hdemal payable thereon, the maturity fades thoroof, the Sinking Fund Requircmonts therefor, the rodamptim previsions ralating thereto, and the Paying Ageot therefor, (b) designate or provide for the designation of which Bands are Serial Bonds, Tam Bonds, Capital Appreciation Bonds, Capital Appreciation and Income Bonds and/or Option Bonds, (o) provide far the application of the proceeds of the Bonds to which such Series Ordination rolatas, (d) provide the Aecroted Valeo of Capital Appreaiadan Bonds and the Appreciated Value and Interest Commencement Data of Capital Appreciation and income Bonds and (a) Include any other necessary or duslrabie provisions not Inconsistent or in conflict with the previsions of this Ordinance. "Short Tent indebtedness" means indebtedness maturing not mom than 365 days eAct It Is incurred, but shall not Include aceounts payable and lammed liabilities rotating to Current Expenses. "Sinking Fund Account" means the account in ilio Bond Fund created and so designate/ by Seeded 501 ofthis Ordmmrice. "Sinking Fond Date" mains, with respect to Term Bonds of any Sates, the annual data on which such Tenn Bonds ate to be redeemed or paid in recordanco with the Serios Ordinance, "Sinking Fund Requiremeat" moans, with respect to Term Bonds of any Scdea; and for any Fiscal Year, lie ptluclied amorml fixed in the Sodas Ordinance or computed as hominafler provided for the retirement of such Tom Bonds of any Scales by purchase prior to, or redemption In such Fiscal Your. The aggregate amount of such Sinking Fund Rectutmmcats for the Toms Bonds of each Series, together with the amount duo on the final maturity of such Tom Bonds, shall be equal to the aggregate principal amount of the Torte Bonds of such Scdcs. The Sinking Fund Requirements for the Torre Bonds of file same maturity of each Series shall begin in tha Fiscal Year determined in acaordances with the provisions of tha Series Ordinance for such Series add shall and with the Fiscal Year Immediately preceding the maturity of such Term Bonds (such foal installment being payable of maturity and not redeemed). If on or before the 45t1 day next preceding any area an which Tuan Bands ate to be refired pursuant to the Sinking Fund Regelremmn the Department delivers to the Tnutee, or the Tmsteo applies money In the Sinking Fund Ancounl to the prmcfrese of, Tenor Bonds required W W redeemed on such data, the Department stall roceiva a credit against amounts required to be transferred from the Slnking Fund Account on occult of such Term Bonds In file amount of 100 % of the principal amount of any sea Tenor Bonds delivered to the Thistle arm purchased by the Trustee, Any principal amount of such Term Bonds se, delivered to the Trustee or purchased by the Trustee that is in axe= of the principal amount required to be redeemer{ on such date shall be credited against mal reduce future Sinking Fund Requirements and Radio payments on Team Bonds at maturity in such manner e9 shall be stecelfied In a certificate of the Chief Fimmolal OfDoer flied with the Trustee pursuant to SeWort 506 of this Ordirnutce, or, If nel such certificaW Is filed, In the invismo order of the seboduled rmiroment of such Term Barris, it slurp be the duty ofthe Trustee, on or before the "di day of October in oath Plead] Year, to mom puled, If oocessary, the Sinding Fund Requirement for suah Fiscal Year and all subsequent Fiscal Years for the Tenn Bonds Outstanding of cach Series. The Sinking Fund ARTICLE 11 DETAILS OF BONDS; AUTHORIZATION OF DEFEASANCE OF 1993 BONDS Section 201, Limitudon on Issuance of Bonds. No Bonds may be issued under this ordinance except hr acrordance with the pmvisloms of this Anlole, All covenants, agreamoms and provisions of this Ordinance shall W for the equal benefit and security of all paosant and future Bondholders without preference, priority ofdisUnotion us to lien or otherwise, except as otherwise horclnafterprovided, of any one Bond over any other Bond by reason of pdodty In the Issue, nuke or negolladon 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 fiord R-1 upward if uurrom interest bonds; stroll be numbered consecutively farm CABR-1 upward If Capital Appreciation Bonds; shall be numbered couseoutively frau CAIR-1 upward if Copikl Appreciation and Income Bonds; shall be in denominations of $5,000 each or inte`pmt multiples thereof except in the case of Capital Appreciation Roads and Capital Appreciation and income Bands, or In $5,000 morality emanate or in multlplas themofif Capital Appreciation Bonds or if Capital Appreciation and rneano Bonds; shall bear interest at suah rate or rates not oxoeeding Hie maximum rate allowed by Florida law, the actual rate or rates or method of determiniog rates to be detonelned by Series Ordinance; may be Issued with variable, adjustable, oonvertihlo or other rates with original Issue discounts and as zero intareA into beads, interest to be payable, at such times as are fixed by Series Ordinance; and shall mature on such date In such years and amounts as will be fixed by Series Ordinance and may be Serial Bonds and/ar Term Bands and/or Vadat/* Rose Bonds and/or Option Bonds, Except as otherwise provided by series Ordinance, each Bond shall boar Interest frau the Interest Payment Date next preceding the data on which it Is nuthenticete i. unless authenticated on an Infatast Payment Data, in which case It shall bear late" from such Interest Payment Data, or, unless authenticated prior to the first Ruomst Payment Data, In which vaso It shall bear Interest farm its data; provided, howevar, that if at the tine of authentiontoo interest is in default, such Bond shall bear interest from the dato to which Interest shall have been paid, The Capital Appreciation Bonds shall beat interest only at maturity or upon mdempflon prior to maturity In the amount determined by reference to the Accreted Voice. no Capital Appreciation and Income Bonds shall haat Interest agar the Itlerest Commencement Date with respect to such Capital Approoiation and Income Bonds. Tho Capital Appreciation and Income Bonds shall bear hamost at Uro Interest Commeueemont Dato at upon redemption prior to such data in the amount determined by reference to the Appreolmed Value. Except as otherwise provided by Series Ordinance, the principal ofand the interest on the Bonds shall be payable in any coin or currency of the United States of America which on the rospeadvo added of payment thereof is legal tender for Hie payment of public and private debts. The principal of the Heads, except with the respect to the Capital Appreciation Bonds and the Capital Apprcala lon and Income Bonds In which case the Accreted Values and Appreciated Values, respectively, shat be payable only to the registered Halder or his logal representative at the principal corporate trust office of the Paying Agent, and payment of the Interest on the Bonds C-5 Requimmenl for such Fiscal Year as so reoompuled shall continue to be applicable during the balance of such Fiscal Year acrd no adjusincnl shall bs made therein by reason of Tann Bands purchased or redeemed or called for redemption during such Fiscal Year, if arty Tom Bonds of the same maturity of any Series arc paid or redccalm by opom0on oftbe Redemption Account, the Trustee shall reduce future Sinking Fund Requirements tho cfor by an amount equal to the pdnolpal amount of such Term Bonds paid or redeemed in such manner us shall be specified in a cortiBcato of the Chlof Flnanolal Officer flied with the Trustee pursuant to motion 510 of this Ordinance or, if no such certificate is filed, in the Inverse order of the scheduled reflim ant of suer Tarin Bonds. `Speolal Purpose Faoilitles" moans those faollitios authorized pursuant to Section 717 honer, "State" means Stale of Flodda, 'Subordinated Debt" means the Indebtedness ofthe City or the Dopan nent authorized by Section 718 of this Ordinance. "Taxable Bonds" moans Bonds the Interest on whlah is not Intended at the time of lssr a cd thereof to be excluded from the gross Income of the holders thenrof for fedaral Income tax psuposag. "Term Bonds" means the Bonds of any Sorics that are denigna(ed as such in the Series Ordinance, for such Series. "Tmsteo" means the Trustee, at the time serving as such under this Ordinance, whotbar original or successor. "Uncedificated Bonds" means any Bonds which sue fully registered as to principal and Interest and which are mat represented by an instrument. "Variablo Rale Bonds" moans obligations issued with a variable, adjustable, convertible or other similar rate which is not fixed In porcontego at the dale of issue for tho ontim Donn thereof Section 102. Rules of Construction . Words of the masouline gender shall be deemed and commared to Include comladvo words of the feminine and redder genders. Unless the a,atextshali otherwise indicate, words used heroin shall Include the plural as well as the singular number. The word 'Person" shall include corpormlora, firms, associations, partnerships, joint venbne i, Joint stock eompades, trests, unincorporated organizations, and puiillo bodies, as wall as rmSural persons. When used in connotation with the amounts on deposit In or to be dap shod In any Fund or Account created hereunder, the word "money" shall Include leveslment Obligations, (other than, the Capital Appreciation Bonds), including the Capital Appreoiation and Income Bonds attar the Interest Commenaamenl Date shall be made by the Paying Agent on each Interest Payment Data to the poison appearing an the registration books of the City harehraftor provided for as the mglatered Holder thereof, by draft or oheck mated to such registered Holder at his address an it opposes on such registration books (or if provided by Sedes lydinana by wire transfer). Payment of the Aporolm Value with respect to the Copiial Appreeiadem Bonds, the Appreciated Value with respect to the Capital Appreciafien and Income Bonds and Use principal on all other Ronds sball be nada upon Bun prose wildcn mrd conceder of such Bandits; the sono shall become due and payable, Stollen 203. Execution and Fan of Bonds, The Bonds shall be signed by, or bear the manual or the facsimile signatures of the City Manager of the City (the "City Manager') and the City Clark, and a facsimile of the official seat of the City "I be imprinted on the Bonds, In case any officer whose signature or a facsimile ofwhoses sigoahue uppems on any Bonds coaeos to bo such officer befoso the delivery of such Burda, such signature or seek facsimile nevertheless shat be valid and sufficient for all purposes the same as Vile had remained in office will scab delivery, and any Bond may boor the facsimile signature of or may be signed by, such persons an at the actual time of the execution of such Bond are the proper officers to execute such Bond although at the data of such Bond such persons may not have been such officers. The definitive Bonds issued under this Article shall be substantially In the following term, with such appropriate variations, omissions and Insmtions as may be required or pemuitted by this Ordinance and shall have endorsed thereon such legends or text as may be necessary or appropriate to conform to the applicable ides mad regulations of any governmental authority or any securities exchange on which the Bonds may be listed or to any requirement of law with rospoettheroto; [Form of Bonds] No, S UNITBD STATBS OF AMERICA STATE OF FLORIDA COUNTY OF MIAMI-DADE ' TEE CITY OF MIAMI PA"INO SYSTEM RSY13NUE BOND SBRiES MATURITY DATE INTEREST RATE DATRD DATE'SCL IFNO Registered Owner: Prinolph] Amount: The City of Miami (the "City'), a municipal corporation in the County of Uiated-Dade, Slate of Florida, for voted raoefved, promises to pay, but solely from the sources and in the monnar dosodbcd below, to the otter of the Registered Owner n hernia provided, on the Maturity Date, uprm the prowner ion and surendor homof, at tlx: principal corporate trust office of in the City of (the 'Trustca') the Principal Amount identified above. Tho City also preaches to pay, solely from such sources, iaterest thereon from the data hereof at the Interest Rate Identified above per mourn will said pdnolpal sum is paid, such Interest being payable on and _ and in naeh year commermcing from the interest payment data next preceding the dabs of registration and authentication of this Bond, unless this Bond is registered and authenticated as of an Interest payment date, in which earn it shalt bear haterest from said Interest payment date, or unless this Dodd 4 registered and authenticated prior to , In which caro such Bond shalt bbear trickiest frons ; provided, however, that If al the time of aut intinuim, Imams is in default, this Bond shall bear interest from the data to which Interest shall have been paid. The City shall pay principal and interest In any coin or ourrenoy of the United States of America that Is legal tender for the payment of public and private debts on the respoetive dates of payment thereof This Band is one of a duly authorized sones of Parking System revenue bonds of the Cty, Initially Issued In an aggmgalo prinelpal amount of Dollar (S 1 (the "Series Bands'). The Series "Bonds are dated 19 and are of like tenor and affect oxeapt as to numbZr, intamsl rate, slated maturity, and redemption. Thi City will use the proceeds of the Series _ Bonds to [.Insert Uses). The Series _ Bonds aro Issued Under Ordinance No. _ duly arm"by the City Commission of the City d on 1998 (said ordinance, together with all supplements and amendments thereto, is horoloafter roferred to as the "Ordlminco"). The Otdhimmprovldes [laser] redemption provisions Viaibcable to the Series _Bonds] All Bonds aro subject W redemption as a whole at any time or In part, on any Interest Payment Data at the option. of the City, at a redemption pries equal to the principal amount thereof without premium, plus accrued immint to the redemption date, If all or airy Past of fro Parking System (as defined in the Ordimncu) is damaged, destroyed, orcondemned. If less than all of tae Bonds are culled for redemption, the particular Bonds to be redeemed shall be selected by the City as provided in the Ordinance. if the City falls to select the Bonds to be redeemed, the Trustee shalt first redeem Bonds bowing the highest We of imorest, and if Bonds of mom than one maturity bear the send rate ofinterest, the Trustee will rodemn Bonds In the invorsd order of maturities and by lot within a maturityas tho Thustw, in Its discretion, may determine. Any such redemption, either as n whole or In part, may be made upon at least 30 days' prior notice as provided In the Ordinaries, 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 duo and payable at the redemption price provided therefor, plus accrued interest to such data. If them bas been dolivered to the Trusted, and the Trustee is then holding in must, money or Government Obligations of the United States, or a combination of both, suffielant to pay the redemption price of the Bonds to be redeemed plus seemed interest to the data of rednmpdan, Interest on the Bonds called for redemption will teams 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 wiped thereof except to reoeive payment of the ademption price thereof; plus roamed interest to the data of redemption. In addition, this Bond will not be deemed to be outstanding under the Ordinance and will cause to be entitled to the security of or any rights undor the Ordinance, and the holder heroofsholl have no rights other than to be given notice of redomption and to receive payment of the redemption price horeaf and accrued interest hereon to the date of redemption, If inrovoeable Instructions it pay this Bond on ono or mord specified days or to callthe same for redemption at the earliest redemption data have leen given to the Trustw and money or Government Obligations, or a wenbinarim of both, sufficient to pay the redemption price of this Bond, together with wowed interest hereon to such data, are hold by the Trustao in trust for the holder hereof. Government Obligations will be deemed to be euffidonl to redeem or pay this Bond on a specified data Ifthe principal of and the interest on such Gowniment Obligations, when due, will be sufficient to pay on such data the redemption price of and the Interest accruing on this Dodd to auoh date, as mora fully provided in the Ordinance. - [Insert applicable provisions rolatng to Capital Appreciation Bonds, Capita Appreciation and Income Bonds, Option Bends andlor Variable Rate Bonds] Tho holder of this Bond shall have no right to enforce this provision of the Ordinanea, to Institute notion to enforce the oeymahhts therein, to lake any notion with respect to any event of default under to Ordinance, or to institute, appear in or defend any suit or other proceeding with mitanct thereto, oxwpt as provided In the Ordinance. C-6 for the issuance from time to time of additional bonds on a parity with the Series Bonds, under the conditions, limitations and restrictions and for the purposes set forth In die Ordinance (the Series Bonds, together with all such additional bonds, as hereinafter rofemed to as the "Bonds"). AU eapitahzcd Undefined foams used herdic shall have the meaning sot fo,th in the Ordinance. This Bond is a limited obligation of the City swurd by a pledgo of, and payable saloly from, Not Revenues, tlx: City's rights to receive Net Reyenues, and the money and Investment Obligations In the funds and accounts established War the Ordinance and the Income derived from such Investment Obligations end the invanownt of such money. This Bond shall not be deemod to constitute a debt of the City for which the Poll f dth and credit of the City are pledged, and the City is not obligated to pay this Bond or the premium, if any, or the interest hewed except from the aforementioned sources. no issuance of this Bond shall not directly or indirectly or contingently obligate the City to levy or to pledge any Rion of taxation whatever thomfior, and the holder of this Bond shall lava no recourse to the power of taxation, This Bond does not constitute a charge, lien, or encumbrance, logo] or equitable, upon any property of the City other than upon the Na Revenues and other Items expressly pledged under to terms of the Ordlnenoo. Reference is made to the Ordinance for a more complete statement of the provisions thereof and of the rights of to City, the Trustee, and the holders of the Bonds. Copies of the Ordinance are on file ankh may be Inspected at the principal offrco of tae Trustee, By the purchase and arecptan o of this Bard the holder or owner he=( signifies amont to ail of the provisions of the Ordinance. This Bond is issued and rhe Ordinance was adopted under and pursuant to the Constitution and laws of tho State of Florida, particularly Charter 166, Florida Statutes, and the Charter ofthe City. The Wk%r of this Bond is registrablo by the rdgistated owner hereof in person or by his alloyney or legal representative at rhe principal offim of the Trustee, but only upon. presentation hereof to the Trained, as Band Register, together with an assignment duly executed by the moston d owner or his attorney or legal representative, and the Trustee, as Bond Registrar, shall make a note8on of such transfer on the books maintained for such purpose and shall endorse the same hereon, Any holder requostidg any exchange or registration of transfer of this Bond shall pay any tax at other governmental chugs required to be paid with respect thereto and any charge toy shipping and wit-of-pockel costs nscurred by the City and the Tnxiteo In connection with such excnge haor registration of transfer. The Trustee shalt not be required to make any exchange or to mister the transfer of this Bond during the period of 15 days Head pmcodfng any Intanrst payment date a after notice of redemption of flits Bond or any portion thereof has been given pursuant to the Ordinance. Upon the occurrence of certain events of default, and on tho conditions, In the marcor and with the effect set firth ha.tbe Ordinance, the principal of this Bond may become or may be declared duo and payable before fis stated maturlty, togothorwith the interest accrued hereon, Modifications or alterations of the Ordlamoa or of any Ordinanco supplemental thereto may be made only to the extem and in the circumstances permitted by the Ordinance. Subject to the provisions for registration endorsed hereon and contained In the Onliumm, nothing oontateed in this Bond or in the Ordb emu shall affect or Impair the negotiability ofthis Hord, and this Bond shall have, as between successivo holders, all the qualities and holdouts of u negotiable Instrument under the uniform commercial code investawm securities law of the Stale of Flarida and shall bo uadcrstood to be an Investment security within the meaning of and for all the purposes of Article 8 of the Uniform Commomial Cede of Florida This Bond Is issued with the intent that the laws of the Staid 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, oxist and have been performed m required, Thls Bond shall not be valid or become obligatory for any purpose or be eatited to any benefit or security under i he Ordinance until the certificate of ai thentloadon endorsed hereon has been executed by the Trusted. IN W19NESS WHEREOF, The City of Miami has caused this Bond to be signed by (boar the 11rasimilo signature off its Mayor and to be signed by [bear the facstmile signature on Its City Clerk, and official seat to N imprimed hereon, all as of tied _ day of 19` THE CITY OF MIAMI, FLORIDA (SEAL) By: Mayor ATTPST: By: City Ciork APPROVED AS TO FORM: By; CityAttornoy CERTIFICATE OF AUTHENTICATION This Bond H a Bond of the Series designated therein Issued under the provisions of the within -mentioned Ondine Trustee Oato ofAuthonticalim By: Authorized Signatory ASSIONMENTAND TRANSFER For value receival, the undersigned, sells, assigns and transfon unto (please insert Socio) Security or otter Identifying number of transferee) tho attached Bond of the City of, Miaml. Florida, and does hereby const tutomid appain — , attorney, to transfer the said Bond on the books kept for registration thareof, with full power ofsubsiltudon in the prcmisos. Dated: Signeau a Quanurtced by [Mcmbor firm of the New York Stock Exchange or a commercial bank or a trust company,] By: (manual slgrratrm) Title; NOTICE: No transfer will be registered and no new Bonds will be Issuod 1n the name of the Transferee, unless the signature to thle assignment corm.pmds with the none m it appears on the face of the within. Bond in every particular, without eltomdon or enlargement or any change whatever and the S0061 Seourity or Federal Employor Identification Number of the Transferee is supplied, [End of Rome of Bond] Ordinance. The Trustee's cenificase, efaudteadcaton an any Bond shall bo 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 ono time. Section 208, Authorisation of 1999 Bonds. Them shall be initially issued under and seatwd by Ibis Ordinance the 1998 Bonds of the City in an aggregate principal amount not exceeding FOURTEEN MILLION FIYB HUNDRED THOUSAND DOLLARS ($14,500,000) for the purpose of providing funds, together with my other available funds, for paying at their mspeetive mahuitias or redeeming at selected redemption dates (as specified In the Escrow Deposit Agreement) together with interest thereon until their payment or redemption and my redemption premium, all of the 1992 Bonds, The lien of the 1993 Bonds on the Net Revenues shalt also be defessed by the deposit by the Cityof funds under the terms of tho Escrow Deposit Agoo ment. Before the 1998 Bands am issued under this Section, the City Commission shall adapt a resolution fixing, or providing for ibe fixing of, the mnount and the details ofsueh 1999 Bends. The 1999 Bonds issued under this Seoton shall be dated, shall havc such Interest Payment Dates, shall be stated to fa dura (subject to the right of prior redemption as heminafor sot forth) on such date In such year or years, shall have such Paying Agent, shall bear interest, and shall have such Sinking Fund Requirements and redemption provisions, all as are then permitted by law and as are provided in or by such resolution. Such Bonds shall be executed in substantially the farm hereinabove set forth, with each changes as may be neect a y, or appropriate to confomn to the provisions of such resolution. The 1998 Bonds shall be deposited with the Trustee for authentication and dolivery, but before such Bonds shall be delivered the fellowlag shall be filed with the Trustee: (a) a copy, certified by the City Clerk to be a tme and convol copy, of this Ordinance; (b) a copy, certified by the City Clerk to be a true and correct copy, of the resolution mfernrd to above, which resolution statI also authorize the execution of the Escrow Deposit Agreement, provide for the eispodfiDd of moneys held by the Trustee under Ordinance No. 10115 and any other depositary, provide for the awarding of the 1998 Bonds and direct the authendeadon and delivery of said 1998 Bonds to or upon the order of the purchasers named in said resolution upon payment ofthe purchase price therein set forth, plus the accrued Interest on the Bonds; (a) an executed counterpart of the Escrow Deposit Agreementi and (d) an opinion of the City Attu may stating that the signora ere of the opinion that Into Issuance of the 1999 Bonds has been duly authorized and that all conditions precedent to the delivery ofsudn 1998 Bomis have been fulfilled. When the documents described in paragraphs (a) through (d) of this section have been Bled with the Trustee and when the 1998 Bonds have been executed and authenticated as required by" Ordinance, the Tnsstee shall deliver said 1998 Bonds to or upon the order of the pumhmers named In the resolution referred to above, but only upon payment to the Trustee of C-7 Section 204. 8xchangg of Bonds. Any Bonds, upon surrender thereof at the principal corporate tout office of the Bond Registrar, together with an assigmnent duly executed by the Bondholder or his atomcy, or legal ruprowtuative in such form as shall by satlsfiotory to the Band Registrar, may, at the option of the Bondholder, be oxehaeged for an aggregate principal amount of Bonds equal to the principal amount of the Bond or Bonds so surreadarod, of like maturity and Interest rata, The City shall make provision for the exchange of Bonds at the principal office of the Trustee. Section 205. Negotiability. Registration and Registration of Transfer of Bonds. The Trustee Is hereby appointed as Bond Registrar and as such shall keep books for the registration and the registration of transfer of the Bonds m provided in this Ordinance, The Bond Registrar aball keep books for the regisuntton, of and for the registration of bensfers of Bonds as provided herein. no transfer of any Bonds may bo registered only upon such books and only upon surrender thereof to the Bond Registrar together with as assignment duly exeonted by the Bondholder or his attorney or legal representative In such form as shall be satisfactory to the Bond Roghomr. Upon any such registration of transfer the City shall oxccuto and the Bond Registrar shall authenticate and daltver In exchange £or such Bond, a now Bond or Bonds registered in the nano of the tninaferoe, and In an aggregate principal amount equal to the principal amount of such Bond or Bads so surrendered. In all cases Jr. which Bonds shalt be exchanged, the City shall execute and the Bond Rugleirar shall authenticate and deliver, at the earliest practicable time, Bonds of the same type in accordance with the provisions hereof. All Bonds surrndored In any such exchange or registration of fmrtsfar shall, forthwith be cancelled by the Bond Rogianc r. The City or the Bond Rogisirar may ranks a charge for every such exchange or registrudaa of transfer of Bonds sufficient to reimburse it for any tux or other govetmrental charge required to be paid with respect to such exchange or registration of treasfer, and for shipping and out-otpockd crista incurred by die City or the Trustee, but no other charge shall be merle to my Bendholdor for the privilogo of exchanging or rogistering the transfer of Bonds under the provlslons of this Ordinance. Sootion 206. Ownership of Bonds. The person in whose name my Bond Is rogistenxi shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or on recount of tho principal army such Bond shall be made only to or upon the order of fhc regislarxl owner thereof or his legal reprosontafive. AO such paytncnts shill be valid and otK:atual to satisfy and discharge the liability upon such Bond to the extent of tho sum or sums so bald Section 207. Authentication of Bonds, only such Bands as have endorsed thereon a certificate of authendcation substentally In the form hereinabovo set forth, duly executed by the Trustee, shall be emitted to any benefit of security under this Ordinance. No Bonds shell ba valid or obligatory fief any purposa unless end until such cordficare of mthentcation on the Bad bas boon duly excoutod by the Truatew, and such cert5c4e of the Trustee upon my such Bond shall bo conclusive evidence Uctsueh Bond has been duly authenticated and delivered under this the purchase price of said 1998 Bonds and the seemed 'interest theme. The Trustee shall be entded to rely upon the Ordinance and the remlufion roNnud to above na to sit matters staled thorolm Tho proceeds (Including notated Intorest and my premium) of the 1998 Bonds, together with my other Ruda made available by the CIty and the Department, shall be applied by ere Trustee as follows: (1) the amount received as seemed interest m the 1998 Bonds and any premium shall be deposited io the credit of uta Interest Account; (2) an amount estimated by the Director to br suBloiam for the purpose shall be oredited to s cost of issumco subaceeunt In the 1999 Piejoa Account In IW Coastuctm Fund berate created and applied to the payment of the expenaes of issuing the 1999 Bads, Including, but not limited to, fmmciat 4c rlsohy, accounting and legal foes, Parking Consultant fees, rating agency Ices, printing costs, bond insurance premiums, initial Trustee, Paying Agent and Escrow Agent fees and oxpense; related to the forogoing and any miscellaneous expenses rolating to the inumee of the 1998 Bonds; (3) an amount equal to the Reserve Requirement on the 1998 Bonds shall be deposited to tho credit of the Resorvo Account; (4) an amount sufficient for the purpose shall be applied to pumhom Government Obligations the principal of and the interest on which when duo will unable the Escrow Agent, together with my cash deposited with the Escrow Agent, to pay and redeem the outmandtng 1992 Bonds to be paid and redeemed, together with interest to become dus on such Outstanding 1992 Bonds unlit their dates of maturity or redemption and my redemption premlurns and ascoetated costs and expenses alt In accordance with the Escrow Deposit Agrcemecat and ($) Uro remainder of the proceeds of the 1998 Bonds shall be deposited to the 1998 Project Aoceunt in the Construction Fund heroin oteated and applied to pay the Cost of the 1998 Project. Any moneys In the moomt mentioned in (2) in exeuss of the requirements of such account shall be transferred to the credit of tho 1998 Project Account in the Construction Fund. Simultmeoudy with tho delivery of the 1998 Bonds, line moneys In the sevorul funds and accounts hold under Ordinance No. 10115 shall be applied as provided in a cudificate of the Mayor or do Olrector oxuculed at the limo of Issuance of the 1998 Bonds, Notwithstanding the provisions of paragraph (3) above, the City, through the Daparvnem, may provide for rhe deposit set forth In such paragraph by the purchase of a Reserve product as, provided in a corti6eatu of dna Mayor or the Direcloraxeculed at the time of issuance of tho 1998 Bonds. Section 209, Additional Bands for Additional Svdem pscilitieq. Ono or more Series of Additional Bonds may be Issued feeder 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 at) or any part ortho Cost ofany Additional System Facilities, (b) pay any debt obligations issued by the City or the Dopadmanl, or repay any advances made from any source, to finance temporarily such Bost, inoluding Interim Indebtedness, (o) increase the amount on deposit In the Reservo Account, (d) pay interest accruing on the Additional Bonds as speclfled in the Series Ordinance relating thereto, and (e) pay expenses incurred In connection with the issuance of the Additional Bonds, Befom any Additional Bond 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 Boring of, the amounland the details thereof, and describing In 6rlefhmd general terms the purposes for which the Additional Bonds aro to be Issued. The Bonds of each Series issued under this Section shall be dated, shall have such Interest payment Dates, shall be stand to mature (subjcot to the right of prior radompti,hn asi hereinafter set forth) on such date in such you or years, shall have such Paying Agent, shalt beer interest, and shall have such Sinking Fund Requirements and redemption provisions, all as iron permitted by law mud as provided for by the Series Ordinance authorizing the Issumaoo of such Additional Bonds. Such Additional Bonds shall W executed In the farm horelnabove set forth, with such obangm as may be necessary or appropdate to conform to too provisions of Bar Sorioa Ordinanoo, Except as to any dlffermeas in the rale or rates of iotemst, tho Intorcat Paymoni Dates, the maturit,%or the provisions for redemption, each Series of Bonds issued under this Sccton 209 shall be on a parity with and shall be entitled to tho same benefit and security of this Ordinance as all other Bonds issued under this Ordinance. Such Bonds shall W deposited with the Trustee for authenticailon and delivery, but before such Additionul Bands shall be delivered the following shall be filed with the Tnuslce: (a) a copy, codified by the City Clerk to be a bee and correct only, of the Series Ordinance for such Sodas, 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 purohasors named in said Series Ordinance upon payment of tfre purchase price therein set four, plus scorned interest on the Additional Bonds; (b) a certificate signed by the ChlefFinanaial Oflioer seting Forth; (1) the Net Revermes flux the most recent Fiscal Year for which audited firanciaf statements worn flied under the provisions of Section. 707 of this Ordinance, as such Not Rowntree wen shown on the cartiieate accompanying such statements, to which shalt tic added the additional Not BDVOMM which would have been received, as estimated in a coafficato or report by the Parking Consultant and approved by the ChiofFhmncial Officer, if rate adjustments Owtiog all or part of the Parking System to become effectiva prior to the Issuance of the Additional Bonds Imd been In effoot during such Fiscal Year; (2) the amount, if any, that is then available or will be made available for paying the Cost of aueh Additional System Facilities and the source or sotimes from which such amount has been or will be rneeived; When the documents described in paragraphs (a) through (g) of this Section have been filed with the Trustee and when such Addlronal Bonds have been uxeouted and authenticated as required by this Ordinaries, tar Trustee shall dahver such Addltonal Bonds to or upon the order of rho purchasers named in the Series Ordinance, but only upon payment of the purchase price of such Additional Bonds and the accrued Interest thomou. The Testae shah be endtod to rely upon the Scrios Ordinance as to all matters stated therein but shall not deliver the Additional Bonds unless, as demonstrated in a certdcate delivered an behalf of the Or (I) the Proceeds (excluding acorued Interest) ormoh Addltanal Bands, "other with the other funds that have been or will be mads available for such purpose as shown, In (b) (2) above, nue not less tan the est i ated cost of the Additional System Foollities to be financed as a whole or in part by the issuance of such Bonds as oetfhnated by the Parking Consultant in (c) (l) above, and (2) the amount shown in (b) (1) above is not loss then 150°% of the amount shown in (b) (3) above, and (3) the amount shown In (d) (2) above Is not less than 13000%of the amount shown in (b) (4) above. Tho proceeds (including seomed interest and any premium) of said Additional Bonds shall be applied by the Trustee as provided in the Series Ordlnmtw for such Additional Bonds, Section 210. Additional Bonds for Completion Purposes, If and to the extent necessary (as shown by the documents desoribW in paragraphs (a) and (b) of this Section) to pmvido additional funds for complcting the payment of the Cost of any Additional System Facilities, one or more Series of Additional Bonds may be Issued under and secured by this Ordinanca, at one time or from time to time, lam uunoci t, together with any other available funds, sutfralond to (a) complete payment of such Cost, (b) pay any debt obligations issued by the City, or repay any advances made from any source, to finance temporarily such Cost including any Interim Indebtedness, (o) increase the amount on deposit in the Roservo Account, (d) pay Interest aeoming on the AddlBorhal Bonds as specified In the Series Ordinance relating heroic, and (a) pay expenses Inev rred in connection with the issuance of tho Additional Bonds. 13efam amy Additoal Bonds shall be issued tinder this Sootim, the City Commission shelf adopt a Series Ordinance authorizing tic Issuance of such Additional Bonds, fixing, or providing for the fixing oflhe amount and the details thereof, and determining that it is desirable to complete the Additional System Facilities, The Bonds of each Series Issued under this Section shall be dated, shall have such Interest Payment Dates, shall be stated to mature (subject to the right of prior redemption as hereinafter set forth) an such date In suoh year or years, shall have such Paying Agent, shall hear Inh;rnst, and shall have such Sinking Fond Requirements and redemption provisions, all as then permitted by law sold as provided In the Series Ordinance authorizing the Issuance of such Additional Bonds, Such Additional Bonds shall be executed In the form hominabove set forth, with such changes as may be necessaryor appropriate to confo mt to the provisions of the Sales Ordinance for such Additional Bonds, C-8 (3) the amount of the Principal and In lomat Requtremonis for the most mount Fiscal You for which audited Bnanoial statements were Filed under the provisions of Sootion 707 of this Ordinance, but netting therefrom any amount of intoresl for such Fiscal Year for which a like amountofaecrood or capltaliud Interest has been sol aside and hold hereunder; and (4) the amount of the maximum Principal and Interest Roquinmonts for any Fiscal You thoreaflor including with respect to the Additional Bonds then requested to be delivered; (c) a oortWans, signed by the Parking Conaultant and approved by the Director setting forth: (1) an estimate of the total Cost of the proposed Additional System Facilities to be flaanoad by the hssusnoo oethe Additional Bonds, and (2) the ostimat0d data upon which such Additional System Facilities are to be placed In use and oparaton; (d) a cortif cite or report signed by the parking Consultant and approved by the Chief Financial Officer ceding forth: (1) an estimate of the Net Rovenues attributable to the piecing In use and operation of the Additional System Facilities to be financed from the proceeds of such Additional Bonds far each of the Rye Fiscal Years Immediately succeeding tar Fiscal Year in which the Additional System Facilites are to he placed in use and operation, and (2) a calculation showing the sum of (I) the amount shown in (b) (I) above and (I) ane -firth (115) of tho total of the amounts shown in (d)(l); (o) a certificate of the Chief Financial Officer and the Trustee to fro etlbot that no Defauh has occurred and is continuing under this Ordinance; (0 an opinion of the City Attorney to the affect that (1) the City and the Department have obtained from such govemmenad authorities, boards, agencies or commissions having judsdicton over the Parking System all approvals, consorts, authorizations, ad entfons, and other onions that are necessary for the acquisition and oanstmcton of the Additional System Facilities except for approvals, consents, undhodzntha s, vRdflcations, or orders as to which the City Adomey has no reason to believe that the City or the Department will not be able to obtain the same when required, (ll) this Ordinance, the Series Ordinance, and all other Ordmucus end resolutions relating (a the issuance of the Additional Bonds haves been duly adopted at meetings of the City Commission duly noticed, called and held is accordance with law and at which quormhs were present and soling throughout and suoh Ordinances and resolutions are still in full force and afloat, (iii) rhe isshhance of such Addidonal Bonds has been duly and orlmd, and (iv) all conditions precedent to the delivary of such Additional Bonds have been fldfitlod; and (g) an opinion of Band Courhxel to the effect tat the issuance of such Additional Bonds has been duly awhodxed and rat all legal conditions pr000dom to the delivery of such Additional Bonds bare been fulfilled, Except as to any dlffetence In due rata or rates of interest, the lydarest payment Dates, the m:duritios, or the provisions for rcdcmpdon, each Series of Bonds Issued under this Sootion 210 shall be ot a panty with, and shall be seated to the same baneAt and security of this Ordinance as, ail other Bonds issued wider this Ordinance. Such Additional Bonds shall be deposhtod with rhe Trustee foe sutho„tratoa and delivery, but before such Additional Bonds shall be delivered the following shall be filed with the Trustee: (a) a copy, cortified by the City Clark to be a true and cornet copy, of the Sodas Ordinance for such So -ries, which Series Ordinance shall also award, or provide for the awarding of, the Additional Bands and direct the delivery of such Additional Bonds to or upon the order of the purchasers assumed in said Series Ordinance upon payment of the purchase prico thoroin act forth, plus accrued Immust on theAddlilonal Bonds; (b) a cortifhcato or report, signed by the Packing Conadient, setting forth Its estimate of the data on which the Additional System Facilities will be placed in operation and certifying that, according to Its estimate of the total unioum required to pay the balance of the Cost of the Additional. System Facilities, the proceeds of such Additional Bonds will be suffioioat to pay such balance; (e) the documents and opinions set forth In paragraphs (a) and (g) of Section 209 of this Ordinance, and (d) an opinion of the City Attorney to the offect that (1) the City and the Department have obtained from such govemmenhd authoddes, boards, agencies or commissions having jurisdiction over the Parking System all approvals, contents, authoriulions, ceutificaliore, and other orders that am necessary for the acquisition and construction of the Additional System Facilities and that reasonably could have been obtained as of the date of such opinion and that If lhdher approvals, consents, authorizations, cortifications, or orders am necessary for tlhe, acquisition and construction of the Additional System Facilities such City Attomey has no reason to believe that die City or the Deportment will not be able to obtain the same when required, (h) this Ordinance, the Series Ordinance and all other ordinances and resolutions relating to the Issunnco of tho Additional Bonds have been duly adopted at meetings of dw City Commission duly called and hold In accordance with law and at which quorums were present and noting throughout and such Ordhuaeos and resotudons are still in full force and eHaet, (ti) the issuanca of such Additional Bonds has been duly a,d audud, and (iv) that all conditions precedent to the delivery of such Additional Bonds have been fulfilled When the documents mentioned In clauses (a) trough (d) ofthis Section have been filed with the Trustee and when the Addillonal Bonds havre been executed and authendrabd as required by this Ordinance, the Trustee shall deliver such Additional Bonds to or upon the order of tho purchasers named in the Series Ordnance, but Only upon payment of the purchase price of such A"Ounal Bonds and accrued interest thereon. The Trustee shall be entitled 10 rely upon the Series Ordinance as to all rostrum stated therein. Tho proceeds (including named mterost and Pay premium) ofsald Additional Bonds shall be applied as provtded in the Series Ordinance for such Addltional Bonds. Section 21 A. Additional Bonds for Ro&ding Purposes, Additional Bonds may be issued under and scoured by this Ordinance, at one Bme or from time to time, subject to the conditions hereinafter provided in this Section, for the purpose of providing funds fur paying at maturity or redeeming prior to maturity all or any part of the Outstanding Bonds of any one or more sarins, including the paymom of any redemption premium thereon and any interest that will accrue on such Bonds to the redemption dale or stated maturity dato or data and any expoascs Incurred in connection with such refunding, &:fore any such Additional Bonds shell be issued under this Seotlon, the City Commission shall adopt a Series Ordinnmco authorizing the Issuance of such Additional Bonds, fixing or providing far the fixing of the amount and details thereof, and describing the Bonds to be ra0mded, paid and redeemed. The Bonds of each Series Issued under this Section shall be appropriately designatod, shall be dined, shall have such Interest Payment Amos, shall be salad to malum (subject to the right of prior redompdon as herolnaRor set £pili) on such dela In suoh year or years, shall have such Paying Agent, shall bear Interest, and shall have such Sinking Fund Requirements and redemption provisions, all as then permitted by law and as provided for by the Series Ordinance authorizing the Issuance of such Additional Bonds. Bxwpl as to any differences in the rate or rates of fmorest, the Interest Payment Dates, the maturities, or the provisions for redemption, each Series of Bonds Issued under this Section 211 shat[ be on a Parity with and shall be entitled to rho sono benofils and socudty under tris Ordinance as all other than 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 fllod wire the Tmstec: (a) a copy, certified by the City Clerk, to be a time and wrest copy, of the Scries Ordinance for such Sodas, which Series Ordinance shall also award, or provide for the awmiltiq of, the Additional Bonds and direct the dollvery of mob Additional Bands to or upon the order of the purchasers named in said Sod" Ordinance upon payment of the purchase pdco dispute set forth, plus accrued Interest on the Additional Bonds; (b) u certificate of the Chief Financial Of3cor and the Tmstea to the effect that no Default has occurred and Is continuing under the Ordiaance; (c) all of lite certificates or ropons trognired by Section 209 hereof unless there shad be dativered ie the Trustee a oedifome of the Chief Financial Officer to the efeat that (1) the final maturity of the Additional Bonds being lssuad is not later than the find maturity of the Bonds being refunded by such Additional Bonds, and (it) the Principal and Inteaesd Requirements for each Fiscal Year for the Additional Bonds does not exceed the Principal end Interest kequl rement for such Fiscal Year for the Bonds being mf cal4- (d) an opinion of the City Attorney to the affect tial (i) this Ordinance, the Series Ordinance, and all other ordinances and resolutions relating to the Issuance of the Additional Bonds have been duly adopted at meetings of the City Commission duly called and held In aaturdanos with taw read at which quonrrre were present and ao* throughout and such (3) the balance of such proceeds shall be deposited in or credited to the Redemption Account Section 212. Tespeccary Bonds. Until the dofinitive Bonds of any Sedos are ready The a delivery, them may be executed, and upon direction of the City Clark, the Trustee shall deliver, In lieu of dofinitim Bonds and subject to the same limitations and conditions except m to idmtifyhng numbers, printed, engraved, lithographed or gwwrihon temporary Bonds in the danomination of Five Thousand Dollars (55,000) or any whole multiple thereof, subsmntiallyof Cho tenor hereinabove set forth as the City Commission may provide, and with such appropriate omissions, insertions and varlations as may, be required, The City shall cause the definitive Bonds to be prepared and to be oxeoured and delivered to the Truatco, and the Trustee, upon presentation to it of any temporary Bond, shat] cancel the same or cause the seven to be canceled and shall deliver, in exchange thorofor, as the place designated by the Holder, without expense to t a Holder, a definitive Bond or Bonds of do same Series and in the sane aggregate principal amotmt, maturing on the same date and bearing interest at the same rate as the temporary Bond surrendered until so exchanged, the temporary Bonds shall be entitled to the same bonen t of this Ordinance as the definitive Bonds to be issued and authenticated hereunder, including the privilege of mgistmtan if so provided. Section 213. Mediated Besanyrd. Lost. or Sot" Bonds. The City shall meso 10 be oxeouled, and the Trustee shall deliver a now Bond of like date, number and tenor to exchange and substitution for and upon tho oahwlWon of any mutilated Bond, or In lieu of zed in substitution for any destroyed, lost, or stolon Bond and the Holder shall pay the reasonable oxpensus and charges of the City in eonneeton therewith. Prior to the delivery of a subslituto Bond the Holder of any Bond which was destroyed, lost, or stolen shedl file with the Trustw ovidence satisfactory to it of the destmoton, loss, or theft of such Bond, and of the Holder's ownership thereof and shall Hamish to the City and to the Truster: such security or Indemnity as maybe regtdmd by them o sive each of them harmless from all risks, however remco. Every Bond Issued pursuant to the provisions of this Scotian 213 in exchange or substitution for any Bond svhtch is mutilated, dcstmycd, lost or stolon shall consfbde an additional contractual obligation of Oho City, whether or not the destroyed, lost or atolcn Bond Is found at any time or Is enforceable by anyone, and shall be entitled to all the benefits and security hereof oqunlly and proportionatoly with any and all other Bonds duly issued under this Ordinance, All Bonds shall be held and owned upon rho express condition that the foregoing provision's me exclusive with respect to the replacement or payment of mutilated, destroyed, ]oat, or stolen Bonds ami shall preclude my and all other rights or remedies, rolsvithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable Instruments or other securities without their surrender. Section 214. Qualified Derivative Agreements. Thu City may enter into one or mora Qualified Dorivative Agreements with respect to one or more &A% of Bonds (or ponions thoraco; provided, however, that if such Qualified Derivative Agreement is not entered into at the tine of initial Issuance of the Series of Bonds to which it cables, in order for the payments thereunder to constitute Qualified Dorivadve Payments the requirements of paragraphs (b), (o), (d), (e) and the penultimate paragraph of Section 209 above must be met, applying the same as If $1.00 in principal moot of Additional Bonus is being issued as of the offective dine of such C-9 ordinance and resolution ma still in full force and offect, (l[) the issuance of such Additenal Bonds has been duly authorized, and (iii) all conditions pn:cedom to the delivery of such Additional Bonds have been fulfilled; (a) an opinion of Bond Counsel to tins ofibct that the issuance of such Additional Bonds has been duly authorized and that all legal conditions precedent to the delivery of auch Additional Bonds have bean fulfilled; and (f) such documents as shall be ruquWd by to Ttu*a to show that provision bas boon duly made In %ecordance with the previsions of this Ordlnanw for the payment or redemption of all of tho Bonds to be paid or redeemed. When the documents described In paragraphs (a) through (i) of this Section have been fled with the Trustee and when tbo Additional Bonds have been executed and authenticated as rcquiced by this OMhuuao, the Tmstos shall deliver such Additional Bonds to or upon the order of the purchasers annual. in the Series Ordinanco, but only upon payment of tho purchase price of such Additional Bonds and the morued Interest thereon. The Trustee shall be nodded to rely upon tbo Series Ordinance as to all problem stated therein, The City shall not deliver such Additional Bonds unless in the determination ofthe City {which determination may be based In whole or In pad upon such wrtfaataa, opinions and caloulmion as the City may elect to rely upon) the proceeds (excluding acomed interest) of such Additional Bonds, together with any otter money deposited with the Trustee or an esreow %goat for such purpose and the interest to accrue upon any Government Obligations acquired pursuant to clause (1) below of this Section, shall bo not less than an amount sufficient to pay Elie principal of, and the redemption premium, if any, on the Bonds to be mhardcd, the Interest that will -come thereon, to the redemption date or to the respocilve, mnbrrky data, and the expenses Incident to such mfmding, The Trustee, after making provision for payment of the expenses incident to such Wending. shall apply the proceeds of such Additional Bonds (including accmed Interest) and any ofthe money provided forsuch purpose, as follows: (1) an meant that, together with the interest nceming on the Government Obligations acquired pursuant to Ods clause (1), shall be sufficient to pay the pdnoipl, and redemption premium of and the interest on rho Bonds to aro refunded homurder, shall be deposited by the Trustee or an escrow agent in trust for the sole and exalolve purpose of paying such principal, redemption premium and Interest; and money so held shall, as nearly as may be ptacdable and rnasonabla, be Invested by the Trustee or an ownew agent In Oovomtrtant Obligations that "I mature and that shall be subject to ndomption by the holder thettaf at the option of such holder not later than the respective dates when the money so held will be required for the purposes tatealod, (2) such amount shall be deposited in or credited to any Fired or Account established under Section 301 of this Ordlamw as shall be required by reason of the issuance of the Additional Bonds then nqueshed to be authanlicated and delivered and the Series Ordinsnco authortzbng the issuance ofihc Additional Bonds, and Qualified Derivative Agmenunt. Qualified Derivative Payments payable by the City under any such agreement may be payable from rhe Debt Service Account on a parity with interest payments wlth respeot to Bonds issued and Outstanding hanundor. 'Die City may grant to the counterparties to such Qualified I AMIvo Agreements a lien an the Yat Rovenuat to secure payment of such Qualified Derivlive Payments and to pmvido the priority of paymont thereof, Prior to entering into any Qualified Derivative Agroaproal with respect to any ponds Issued and outstanding hereunder, the (Sty shall notify all nationally recognized securities rating agencies maleatteing a rating on Outstanding Bonds, of the City's Intent to enter Into such agreement, Section 215, Aufherization of Defeasance of 1993 Bands. Tho dukssmaco of the 1993 Bonds utilizing funds of the City or the Department currently on band In conjunction with the Issuance; of the 1999 Bonds is hereby authorized. Details regaling auch dekasance shall be sat faults in the Series Ordinance to be adopted In connection with the 1999 Bonds. AR ICLBCIE REDEMPTION Sccthon301. Rcdcmylion Oknorlly. Except u herelnafsr provided, the Bonds ofeach Seder issued ardor this Oidinnnuo shall be subject to redemption, as a whole or in part at any time, at such time and ptiare, and In such Order as may bo provided by the Series Ordinance authorizing the issuance of such Bonds. Section 302, Extraordinary Redamrtan of all Bonds. The Bonds shall be redeemed as a whole or in part at any time upon payment Of 100%of the principal amount of the Bonds to be redeemod, pias interest roomed to the redemption dao, if the Department exercises Its option to redeem the Bonds pursuant to Section 710 of" Ordinance. Section 303. Selection of Bonds or Portions thereof to be Redeemed. The Trustee shall select the Bonds or portions thereof robe redeemed in aocordmw with the terms and provisions of Seotlon 510 o£this Ordinance and the Series to such Bonds, Seaton 304. RialemptionN611 . At (east thirty (30) days below the redemption data of any Bonds or portions of Bonds to be redoemod, whether such redemption is as a whole or In part, the Trustee shall cause a wtioo of mdempdon slimed by the Trustee (a) to be fled with the Paying Agent, and (b) to be mailed, postage prepaid, to all Holders of regidzmd Bonds to be redcomed as a whole or in pan, at their addresses as they appear on the regishation books maintained by Oto Trustee, but failure to file or mail airy such nonce shall not affect the validity of the proceedings for such redemption. A copy of such Boiled shalt be mailed to each nationally recognized wecalfles rating agency then rating any offt Outstanding Binds, Foch nonce scall set forth the Series to be redeemed, the date fixed for redemption, the Redemption Price to be paid, the mluripes of the Bonds to be redeemed, the CUM number, I f any, of such Bonds, the name, address and telephone number of the person designated by the Trustee to be rasponsiblo for such redemption, if applloable, and If lass than all of the Bonds of any one maturity then outstanding aro to be called for redemption, the distinctive numbers and lectors, if any, of such Bonds to bo redeemed, and the portion of the principal amount thereof to be redeemed, Tho notice of the redemption shall state also that on or atter the redemption data, upon surrender of such Bond, a now registered Bond in a principal amount equal to the unredeemed portion of such Bond will be Issued. Any notice mailed as provided In this section shall be conclusively presumed to have beret duly given, whether or not the owner ofSuoh Bond receives such notice, In addition to the mailing of the notice described above, each notice of redomption and payment of the redemption price shall meet the requirements of this paragraph; provided however, that failure of such notice or payment to comply with the terms of this paragraph shall not in any merrier defeat the eN2cfiveness of a call for redemption if notice thereof is given as Imsoribed above in this Section 304. (a) Bach notice of redemption shall be sent at least thirty-five (35) days before the redemption dam by reghatored or codified mail or overnight delivery service or telecopy to all registered wouritles depositories then in the, business of holding substantial ammmu of obligations of typos comprising the Bonds (such depositories now being The Depository Trust Company, Now York, Now York, Midwest Securities Trust Company, Chicago, Illinois and Philadelphia Dopository Tnst Company, PhiJadolphlo, Pennsylvania) and to ono or mare national information servlocas that disseminate notices of redemption of obligations such as the Bonds. (b) Each notice of redemption shill be published we time in THE BOND BUYER of New York, Now York or, Winch publication is Impractical or unlikely to reach a substantial rumbor of the holders of the Bands, in same other A"moial newspaper or journal which regularly carries notices of ademption of Oliver obligations similar to the Bonds, such publiesOon to be made at loss( thirty (30) days prior to the data fixed for ademption, (c) Upon rite payment of the redemption price of Bonds being redeemed, each check or othor transfer of funds issuod for such purpose shell bear Use CUSIP number Idradolag, by issue and maturity, the Bonds botag rexdaomad with the proceeds of such cbeaker other transfer, Saction 305. Efts of Calling for RedemWlan, Except for o redemption of Bonds in accorilmoe with the Sinking Fund Requlmment thomfor, on or before the date upon which Bonds oro to be redxmed In accordance with this Article I[[ the City shall deposit with the Tnrstee money or Government Obligations, or a combination of body that will be sutFieieat W pay an the redemption date the Redemption Prico of, and Interest nooming on, the Bands W be redeemed to such redemption duo. On the date And for redemption, notice having boon mailed in rho manner and under ibe conditions hominabove provided, the Bonds or portions thereof called for redemption shaft to due and payable at the Redemption Price provided thumfor, plus accrued Interest to such date, if monoy or Government Obligations, or a combination of both, sufficient to pay the Redemption shall be dopostted upon the delivery of such Additional Bonds in a special account In the Construction Fund orcoled by the Series Ordinance authorizing such Additional Bonds, The money In the Cousimeflon Fund shall be hold by the Department In trust and, pending nppltcoBon to the payment of the Cost of the 1998 P.rojaot or Additional Sysieun Facilities, as Iia case may be, or bansfer as provided heroin, shall be subject to a Tien and chargo In fovor of the Holders of Bonds issued and outstanding under this Ordinance and shall behold for the security of each Holders, Moneys deposited into the Construction Fund as capitalized intomst related to Bonds shall be transferred to the Interest Account hcrelnaftar created and applied as needed to pay interest on the applicable Bands. Seotion 402, Payments from Construction Fund, Payment of the Cost of the 1998 Project shall be made from the 1998 Project Account and the Cost of Additional System Facilities shall be made from the special acoermt created therefor. All payments from the Construction Fund shall he subject to the provisions and ntstriotions act forth In Section 403, and the Department shun not house or agree to permit to be paid from the Construction Fund any sums except in accordance with such provisions and resMagons, Soction f103. Cost of 1998 Proled and Additional Svstem Facilities, Far prrposa of this Drawee, the Cost of the 1998 project and of the Additional Systom Paoilltlos shall Include such costs as am eligible costa within the purview of the law ard generally aceepted accounting principles, and, without intending to limit or restrict any proper definition of such Cast, shell Include the following: (a) obligations Incurred for labor, material services provided by contractors, builders, and material in connection with aha construction, acquisition, equipping oftha 1998 Projeot or Additional System - Facilities, machinery and equipment, for the restoration of property damaged or destroyed in connection with such construction and acquisition, for the demolition, removal, or relocation of structures, and for the oloadng of lands; (b) intcrost teaming upon the appEOablO Bonds prior to waunancemeul of and during construction or for additional period as may, be authorized by law and provided In the Series OrkiJnpnw autiwrizdng rho issruonca afsuch Bonds; (o) the cost of w4uiring by pumlase, and the amount of any award or final judgment in any proceeding to acqulro by condemnation, such land, structures and Impmyements, property rights, rights -of --way, fnmohises, easements, and other interests in lands as may be deemed necumvy or convenient in wnneetion with such construction or operation of tha Parking System, and the ancient of any damages Incident thereto; (d) expenses of administration properly chargeable W such construction or acquisition, logal, architectural and engineering expenses and fees, cost of oudits and of preparing and issuing the Bonds, foes and expenses of consultants, finenaing charges, premlums of insurance In connection with wnstmcdon, bond insurance premiums, fox and mponses of any Credit Bank, the cast of funding tie Reserve Account (Including but not limited to One premiums of any Reserve Product Provider), and all other items of C-10 Price of the Bonds or pardons tiwreof to be redeemed plus womod Interest dwreon to the tick of redemption aro hold by the Trustee or by the Paying Agent in trust for the Holders of Bonds to be redeemed intemA on the Bonds or pardons thereof called for redomptlon shell cease to memo; such Bonds or portions thereof shall cease to be entitled to any benefits or security under this Ordinance or to be deemed Outstanding; and the Holders of such Bonds or portions thereof ahall have no rights In respect themof oxcept to receive paymont of the Redomption Prico thereof, plus womcd intomst to tiro dato of redemption. Bonds and portions of Bonds for which irrevocable Instructions to pay an ore or more spoelfied dates or to call for redemption at the Wiest redemption data have boon given to the Trustee In form satisfactory to it shell not thomaflor be deemed to be Outstanding wider this Ord4sanee end shell cease to be entiilod to the security of or any rights under this Ordinance, and the Holden shalt have no rights in respect of the same other than to receive paymoot of the Redomption price thereof and acemed interest thereon, to be given notice of redomplion In the manner provided Is Senators 304, and to the extent hereinafter provided, to reaetve Roods for any unndeamed portions of Bonds If money or Govammont Obligations, or a combination of both, sufficient to pay the Redemption price of such Bonds or portions thereof, together with seemed interest thenen to the date upon which such Bonds are to be paid cor redeemed, see held in separate accounts by the Tmsteu ar Oto Paying Agent in trust for the Haldcrs of such Bonds. Section 306. Redemption of Portion of Registered Bonds, if less thm all of an Outstanding registered Bond Is selected for redemption, the mgisloted owner thereof or his legal representative shall present and surrender such Bond to the Trustee fay payment of the principal amount thereof so called for redemption, and tho City shall oxecute and the Trustee shall authondcaW and deliver to orupon the order ofsmch registered owner or his legal representative, without charge, for the unrcdamred portion of the principal amount of the roghstomd Bond so amnmdend, a near regisiored Bond of the sauna Series and maturity, bearing Interest. at the same into and of any denomination ar donornitwtlon s authodud by this Ordinance. Section 707. Uso of Oovcrnmcni O Ib lgatims to Redeem Bonds. For purposes of all Sections In this Article, Government Obligations Stroll be deemed to he suf8oica W pay or redeem Bonds or ponlons of Bonds on a apooifred date I£the prinaipal afraid the interest on such Government Obligations, when due, will be sufficient W pay on such date the Redemption Moo of, and the Interest accruing on, such Birds or portions to such date. Section 308. Cancellation. Bonds called for mdamption shall be cmtceled upon the surrender thereof, ARTICLE TV CONSTRUCTION FUND Section 401, Constructiou Punct, A special fund is hemby established and designmcd, the "Miami Packing System Construction Fund," and within said Construction Fund there is hereby established a special account dosignated the "1998 Project Aoww V' end a "Cost of lssuanoo Subaccoum." Any money received by the Department from any sourtu for construction of Addhioml System Facilities financed as a whole of In pan with proceeds of Additional Bands expense mat elsewhere in this Section specified that am incident tothe financing, construction, or acquisition of the 1998 Prejed or any Additional System Facilities, as the case may be, and the placing of tho acme in operation; and (e) any obligation or expense incurred by the City or the Department for any of the foregoing proposes within five years prior to the date of delivery of the Bands, including the cast of materials, supplies or equipment furnished by the City or the Department in connection with the construction of any Additional System Facilities and paid for by the Clty or the Department out of the Funds oder than money In the Construction Food. Bodied 404, Pr000eds Account, if and when Net Proceeds are recolyed sad designated for use in the repair or replacement of all or any pardon of the Purking System, the Department shall create a new account in the Construction Fund to be dosignated the Proceeds Account Into which Not Pmoeeds shall be deposited. Payment o£ tho Cost of repairing or replacing all army portion of the Parking System shall be made from the Proceeds Account The provisions of Section 403 hereof shall apply to all Accounts within such Fund, Including rho proceeds Account. ARTICLE V REVENUES AND FUNDS Section 501. L+staNishment of Funds. In addition to the Construction Fund, there am hereby established the following funds; (a) Miami Pedking System Bond Fund, in which there aro established six speoial socounta to be known as the interest Account, the Principal Account, the Sinking Fund Account, the Roseau, Account, the Redemption Account, and the fnsurance and Condemnation Award Accmmt; and (b) Miami Paridng System Fund, In which them are established three special accounts to be known as the Revenue Account, the Renewal and Replacement Account, the Robalo Account and the Oereral Reserve Account, The Bond Punct hard the Accounts therein shall be established with and held by the Tmutee. The parking System Fund and the Accounts therola shall be established with and hold by the Department in aDupositnty, The money In all of sold Fands and Accounts shall be held In trust and applied w hereinafter provided and, pending such application, shall be subject to a lien and charge in favor of the Holders of the Bonds issued and Outstanding under this Oaihurne , and for the further seeudtyof such Holders. Scction102. Revenues Received by the Department, Except as hereinafter provided, all Revenues "I be deposited when received in the Revenue Account. Soudan 503, Anolieatl n of Money in Revenue Accennt. The Deparhnent stall apply funds on deposit In the Revenue Account to the payment of Current Bxpensoa and, to the extent hcrelnaflor provided in this Section 503, to the purchase of Bonds, On or before the 20th day of each month the Chief Financial Officer shall withdraw from the Revenue Account all amounts on deposit therein In excess oftho Operations and Afaintcamos, Requirement for such month and shall apply the now In the following manner and order (except that payments provided for In (a), (b) and (a) shall be on u parity with each tuhur); (a) with the Trustee to the credit of the Interest Account such amount thereof as may be required, attar taking into account any oopltalized or accrued Interosl set aside for such purpose, to make the amount them to the credit of the Interest Account equal to ono -sixth ((16th) of the Interest to [,come duo and payable within the next ensuing six (6) months on all Bonds than Outstanding and the amount of any Qeallfiod Dodvativo Payment payable by the City scorning In such month; (b) with the Trustee to the credit of the Principal Amount such amount thereof as may be required to make the amount then to the credit of the Principal Account equal to one-twalfth (1(i2th) the principal to bxome due and payable within the recd ensuing hvolvo (12) months on all Soria( Bonds then Outstanding; (a) with the Trustee to the crecilt of the Slaking Fund Amount such amount thoreof as may be required to make tho amount then to the credit of the Sinking Fund Account equal to one -twelfth (1/12th) of the Sinking Fond Requirement to home due and payable within the next ensuing twolvo (12) months on all Tom Bonds than Ouisin tding; (d) with the Trustee to the credit of the Reserve Account such mmum, including an amount necessary to reimburse the Ismor of a Reserve Product for draws thereunder in order to reinstate such Reserve Product, as may be required to make the amount them to the credit of the Reserve Account equal to the Restive Requirement) provided, however, drat if so provided in the Series Ordinance relating to any Series of Boradx issued under Seaton 209, 210 of 211 of this Ordhnaace the amount requlred to make the amount to the credit of the Reserve Amount fallowing the issuance of such Sedes of Bonds equal to the Reserve Requirement may be deposited to the credit of the Raservo Account In sixty (60) or less substantially equal monthly installments beginning in the month following the month In which such Series of Bonds are amboatiaNWd and delivered; (e) to the coodit of the Renewal and Replacement Account such amount as may be required to make the amount then to the credit of the Renewal and Replacement Account equal to the Renewal and Ropdammont Account Requirement; (I) to the otadit of the Rebate Amount, such amounts as shat be required under the terms iwreof, and (g) to the oredit of the General Reserve Amount the balance remaining after making the deposits required by paragraphs (a) through (f) of this Section 503. the Chief Financial Offer may satisfy all or a portion of the obligator to make the payments required by paragraphs (b) end (a) of this Section 503 by delivering to the Trustee Serial. Bonds maturing or Term Bands maturing or tcquhmd to be mdeamod on such date. Tho price paid to purchase any such Bond shall not exceed the Redemption No applicable to mal floods d the next redemption date. Upon such delivery the Departmentshdl receive a credit against amounts required to be deposited into the Principal Account on account of such Serial Bonds or Into the Sinking Fund Account on account of snot Torre Bonds hi the amount of 100% of the principal amount of cry such Soria] Bonds orTetm Bonds so dollvered. Section 504. Applicadon of Money in Intorrost Amount. Not earlier that. tho Hat Business Day next preceding cool Interest Payrrrenl Dato or date upon which Bonds are to be redeemed, the Trustee shall withdraw from the Interest Account and remit by mail to each Owner of Eonds the amounts "Wind for paying interest on such Bond when due and payable and net earlier than the Business Day noxi pmwdtng the due date thereof, the Trustee shall withdraw from the Interest Account Pod remit Wifled Derivative Payments in amordunce with the applicable Qualified Derivative Agreement, If the Deparfmanl Win to make any deposit to the Intonst Account that is required by Section 503 hereof of if the balance in the Interest Amount on the 20th day of the month next preceding an Interest Payment (Yate Is insufficient to pay Interest becoming due on the Bonds on such Interest Payment Data. the Trustee shall notify the Chief Financial Officer and the Director of the carrai mt of Ito deficiency, Upon notification the Chief Fhhanolat Officer and the Director Immediately shall deliver the Tnutce an amount sufficient to cur* the deficiency, draw upon funds available in the Gonond Reserve Amount and the Renewal and Replacement Attaint, in that order. If the amount so delivered is not sufficient to caro the deficiency In the Interest Amount, tha Trustee shall transfer to said Amamtsuch amount as may be necessary to remedy such dofichency from the Reserve Account, Section 505. Application of Money in Pri mloal Aomm , Not later than the Business Day next preceding each October 1, the Trustee shall wittdmw from the Principal Account and set aside the amount necessary to pay the principal of all Sand Bonds registered at their respective maturities. if at any date there Is many In the Principal Account and no Serial Bonds or, than Outstanding or if on any principal payment date money mmdns therein after the payment of tha principal of Serial Bonds than duo, the Trento shall withdrew such money therefrom and shall apply the game as follows: (a) deposit in the Sinking Pund Account and the Reserve Account, in that order, amounts then required to be paid thereto by the Deparb rot pursuant to Section 503 hereof and (b) deliver all remaining amounts the Deportment Upon roceipt thereof the Chief Financial Offeor stall deposit li) in the Renewal and Replacement Account the mount then required to be paid theroto pennant to Section 503 and (I1) all remaining amounts In flu General Reserve Amount. Mae Depatnent falls to make any deposit to the Prinoipd Account that is required by Seaton 503 hereof or If the balance in the Principal Account on Ire 20th day of the month next preceding a principal payment date Is insufficient to pay principal becoming due on such payment data, the Trustee shall notfy, Director and the Chief Firamoid Officer of the amounl of C-11 In making do deposits W forth above, considoration'sholl be given to investment Income on deposit In such Fund or Account. In amb month foltowing a month In which this De"ent has failed to mako any daposit or payment required by paragraphs (a) through (f) of this Section 503, the Depathnoni shall deposit or pay, in odditon to the amounts than duo, an amoral sulTeknt to tura the doflch ney In depositor payment In die prior month unless such dofielenoy is cared by a transfer, personal to the terms of tris Ordinance, of money or lnvoslment Obligations to such Fund or Account from other Funds and Amounts created hereby. Unless a Qualities] Derivative Agral:meat shall have been entered into with rospm( thereto (in which ease, the omounl to be deposited into the Interest Account shall be articulated as described in the dofni ion of'9'dncipok and Interest Requirement' hereto), In the ovont Ilia. City shall hereafter Issue Variable Rate Bonds, the amount required to be deposited In the interest Account for the payment of Interest on such Variable, Hato Bonds shall be tabulated as of the first dry of each Fiscal Your and sl>a{I be equal to die greater of one hundred ten per centum (110%) of (t) the average daily interest raw on such Variable Rate Bonds during tho pmccding Fiscal Yoar, or (it) the actual rate of interest applicable to such Vodobhe Rate Bonds on the date ofoulculmtoa. In the event that the period to elapse behvmn interest Payment Dates will be other then six (6) months, then such monthly payments shall W inoreased or deareased, as appropriate, in sufficient amounts to provide the required inlnnstmnount maturing on the neM Interest Payment Date, Any monthly payment In be dopceitod as set forth above, for the pugtoso of mtwtng interest payments fm any Saries of Bonds, shall be adjust«l, at appropriate, to reflect the frequency of intcmat Payment Oates applicable to such Sacks of Bonds, Any monthly payment to be deposited as set forth above for the purpose ofineeting payments of principal on the Bonds or for the purpose of mooting Sinking Fund Requirements shall be adjusted, as approlidita, to reflect the frequoney ofpdnApal payments or the frequonoy of datea ofpaymont oFSiaking Fund Requirements applicable to such Series of Bonds. In all events, dopos[ts required by paragraphs (a) through (d) above shall be inermsed or deomased each month to the extent required to timely pay interest, principal and redemption premiums and Qualified Derivative Payments next becoming duo and payable, after making allowance for any mewed or capitalized interest. Except as is otherwise provided herein, in determining the mount of money to lis deposited to coach Fund and Account these shall be takes Into eonsidomtion tho investment earnings or losses that an to be charged to such Fund or Account In accordance with Section 602 mad the amounts then an deposit therein resulting from the application of Bond proceeds or the transfers as hereinafter provided. Whenever the amount an deposit in the Renew Amount is ireufficiont to pay Comet Expenses, the Chief Financial Officer shall transfer an amount necessary to pay the same to the Revenue Account, drawing upon funds avaitsbk in the General Reserve Account and the Renewal and Replamareat Account, In that ardor. On or bolos, the 45th day next preceding any dale an which Sedd Bonds aro to mature or Term Boars Pre to W redeemed pursuant to the Slaking Fund Acquirement or are to farmers, deficiency. Upon notification, the Chief Financial Officer hmmedlntaly shall deliver to 010 Trustee an amount sufficient to cure the deficiency, drawing upon funds ovailablo in the General Reserve Amount and the Renewed and Roplaoemem Amount, In that order, If the amour{ so delivered is not sufficient to cure the defiaioncy in the Principal Amount, the Trustee shall transfer from the Reserve Account to the Principal Account such amount as may be necessary to remedy such deficiency, Section 506. Appllcatoo of Morey In Sinking Fund Account, Moray held for tw oredit of the Sinking Fund Account shall be applied during each lriscal Yw to the retirement, purchase or payment of Term Bonds oFeach Series then Outstanding as follows; (a) 'The Trustee shall endeavor to purchase Tom Bonds subject to reel mptlon by operation of the Sinking Ford Amount or maturing on the next ensuing Stoking Pumd Date atthe most advantageous price obtainable with reasonable diligonm, The purchase price of each such Tom Bond shall act exceed pa plus accrued interest to the date of pi rebaw. The Trustee shill pay the Interest seemed on such Team Bonds to do data of settlement therefor from the Interest Amount and the purohasa price from the Sinking Fund Account, but no such purchase shall be made by the Trustee from nronoy in the Sinking Fund Amount within the period of 45 days immediately preceding the next Sinking Fund Date on which such Term Bond are to mature or be redeemed by operation of a Staking Fund Requirement, The aggregate purchase price for Term Bonds of such Series purchased during any Fiscal Year shall not exceed the amount deposited in tlw Sinking Fort Amount in such Fiscal Yew on account of the Sinking Fund Requirement fortho Term Bonds ofsuch Series if 1n any Fiscal Year the surra of the amount on deposit In the Sinking Fund Account for the payment of any Series of Term Bards and the principal amount of the Term Bonds of such Sedea that were purchased pursuant to the provisions of this paragraph (a) or delivered to the Trustee by the Chief Financial Officer during such Fiscal Year exceeds the Sinking Fund Requirement for the Omsbanding Temp Bonds of such Scrim for such Fiscal Year, at the dir mton of the Director and the Chief Ffnarmisl Offleer the Mushe shall endeavor to purchase oulstanding Term Bonds of such Sodcs with such excess money; (b) On each Slaking Fund Dala on which Term Bonds to be paid or redeemed in accordance with a Sinking Fund Requirement the Trustee shill pay or seal for redemption in aooardoorw with Section 301 of Ids Ordinance, such Tom Bonds in a principal amount equal to the aggregato principal amount of Term Bonds maturing on such Sinking Fund DaW the Sinking Fund Requirement for the Tenn Bonds of each Series for the Fiscal Year next preceding such Sinking Fund Data, lass the principal amount of any such Tann Bonds retired by purchase pursuant to clause (a) of tris Section or delivered to the Trustee by the Chief Financial Officer during such Fiscal Year, If die amount available in the Sinking Fund Amount an such Slaking 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 my such Term Bonds so delivered or purchased, the Trustee shall apply the amount available in the Sinking Fuad Account to tM rcdompton of all Term Bonds them subject to redemption In proportion to the Sinking Fund Requirement such Fiscal Year for the Term Bonds of each Series than Ouislandi ng. Such redemption shall be made pursuant to provisions of Aniclo III of this Ordinance. Net neper then the Baweeoss Pay noxi preceding each Sinking Fund Date on which Term Bonds am to be paid at maturity or redeemed in accordance with a Sinking Fund Roquirement, the Trustee shall withdraw from hire Slnking Fund Aceoant and set aside in a separate account or deposit with the Paying Agent, in the nraunor set forth in Section 50 for the payment of Serial Bonds, the amount required to pay or redeem such Term Bonds. If at any date them is money In the Sinking Fund Account and no Tom Bonds am then ChDaboading or if on any principal payment date money remains therein after Term Bonds havo been paid at maturity or rcdce=M in accordanw with tho Sinking Fund Requirement Ihorefor, the Trustee shall withdraw such money therefrom and shall apply the same as follows: (a) deposit in to Resew Account the amount than required to be paid thersho by the Deparhnont pursuant to Section 503 hereof and (b) deliver all remnlning amounts to the Chief Financial Officer, Upon receipt thereof the Chief Flrmuolai Officer shall deposit (I) in the Renewal and Replacement Account the amount Then required to be paid thumb pursuant to Section 503 hereof, and fD all cornalreing amounta in the General Reserve Account. If the Department falls W make any doposh to the Sinking Fund Account that is required by Section 503 hereof or if the balance in the Sinking Fund Account on the 20th day of the mouth next preceding a Sinking Fund Date upon which Tenn Bonds aro to be paid at maturity or redeemed in accordance with the Sinking Fund Requirements therefor is fesufficient to make reale payment or satisfy such Sinking Fund Fxquimmant, fro Tnisim shall notify the Director and the Chief Flembolal Officer of the amount of the deficiency. Upon notification, the Chiof Financial Officer immediately shall deliver to the Trustee an amount sufficient to cum the same, drawing upon funds available in the Ganem! Reserve Account and the Renewal and Replacement Account, in that order, if the amount so delivered Is not sufficient to mum the dafielanCy in the Sinking Food Account, the Trustee shall transfer from the Reserve Account to such Account such amount as may be nooessary to comedy such def olonay, If, in any Fiscal You, by tha application of money [r die Sinking Fund Account the Trustee should purahaso and cancel or receive From the Chef Financial OfTncor and ounce I'Form Bonds in excess of the aggregate Sinking Fund Requirements for such Fiscal Year, the Trustee shall file with the Chief Financial Officer not (stet than the 20th day prior to the next Sinking Fund Dale an which Term Bonds are to be redeemed a statement identifying the Tarin Bands purchased or delivered during such Fiscal Your and the amount of such excess, The Chief Financial Officer shall IhereaRar cause a cortiAeate to be filed with the Tru stm not later than the 10th day prior to such Sinking Fund Data, setting forth with cusped to the amount of such excess the yours in which the Sinking Fund Requirements with respect to Tema Bonds am to W reduced and the amount by which the Sinking Fund Requirements so determined are to be reduced. Upon the retirement of any Term Bonds by poahaso or mtlumpton pursumnl to the previsions of this Section, the Tmsdee shall file with the Chief Financial Officer a statement Identifying such Bonds and seting forth the data of purchase or redemption, the amount paid to purchase or redeem such Term Bonds and the meant paid a9 imcrost Harmon. The expenses incurred In connection with the purchase or redemption of any suoh Tom Bands are required to be paid by the Department from the General Raservo Account frith and credit or taxing power of the City, mrd (b) shall be secured solely by and shall be payable from the Not Revenues in the mamuer provided hemin, To the "at the City omrses to be deposited into the Rasorve Account, a Reserve, Product fora tens of years seeder ttuan the life of tho Series of Bonds so insured or secured or if such Reserve Product is subject to tarmianNon prior to the maturity of the Serio r of Bonds so Insured, then the Reserve Product shalt provide, among oWorthings, drat the ismor thereof shall provido the City with nodcu m of each annivora ry of the data of the issuance of the Rowevo Product of the Intention of the Issuer thereof to either (a) oxland the term of the Russwu Product beyond the expiration doe thereof, or (b) terminate the Reserve product on the initial expiration dams therenf or such other future date m the Issuerthemofshall have established. If flus hen orof the Reserves Product notifies to City pursuant to cloned (b) of tha immediately preceding saulenw cc ifthe City lambastes the Resdtva Produot or it otherwise tmmlaates In accordance with Its farms, then the City shall (a) deposh into the Risorvc Account, on or prior to the Fifteenth day oftho first full colander month following the data on which such notice is received by the City, such sums as shall be suffholent to pay an amount equal to a fraction, the manamtor o£whioh is one (1) and the denominator of which is equal to lie nambarof months remaining in the term critic Reserve Product of the Reserve Requirement on the dale such octet was received (the maximum amount available, assuming foil mhnbursemont by the City, under the Rosoryu Product to be reduced annually by an amount equal to the deposit to Reserve Account during the previous lwalyo (12) month period) until amounts on deposit In IN Reserve Account, m a result of the aforementioned deposits, and no later than upon Or, expiration of such Roserve Product, shall be equal to the Ramrvo Roqulremem, and (b) on a parity basis, shall mlmburse the providor of tho terminated Reserve Product all amounts due and owing under the terms and conditions of the reimbursement agreement between the City and suoh provider, If any Reserve product shall not be renewed prior to the stated expiration date thereof, the City agrees that It shall had the Resoma 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 consccutve equal monthly payments in order that tho amount on deposlt In the Rosorvo Account at the end of such period shall equal the Roservo Requirement; provided, the City may obtain a new Reserve Product In Ilea of making the payments inquired by this paragraph. The Tnutee sial) use amouals In the Reserve Account or drawn on a Reserve Product to make transfers, In the following order, to the Interest Accouml, the Principal Account and the Sinking Food Account to remedy any defioloctV In any deposit required to be made to said Accounts by Section 503 hereof or to pay the Interest on or the principal of (whetter at maturity, by aceeteratlon or in satisfaction or the Sinking Fund Requirement therefor) the Heads when due, or to pay Qualified Dedvativs Payments when duo, whanovor and to the extent dant the money on deposit in any or all of Bald Accounts, together with imasfars thonto from the General Resarve Account and the Renewal and Replacement Account, is insuffbilont for such purposes. Ted Trustee shall also use amounts In dos Rosarva Account to pay the lmeroxi on tee interest Payment Date noxi preceding the Anal nmlurtly of all Bonds outstanding and the principal of and the Interest on such Bands on the final maturity date of tha same. If at any time the value, of the cash and investment Obligations hold in the Reserve Account exceeds the Reserve Requlrement, the Trustee shall withdraw an amount equal to suoh C-12 Seo0an507. Application of Money to RWrvc Account. An amount equal to dee Reserve Requirement for the 1998 Bonds shall be dopositod in the Reserve Account on the dale of Issuance crouch 1998 Bonds. If Addidonal Bonds are Issued, tho Series Ordinance relating to the =a shall provido either for the deposit Into the Reserve Account of an amount that will cause the amount than on deposit therein to equal the Room Requirement on all Bonds Outstanding ator the Imams Of such Bonds or for monthly deposits In accordance with the provislom in Section 503(d) of this Ordinance. Notwithstanding the foregoing proyisions, in [Ion of the inquired deposits Into the Reserve Aeoounl, the City may cause to be deposited a Reserve Product for the benefit of the Bondholders In an amount equal to the dlfferenco between the Reserve Account Roqul remant applieable thereto and the sums then on deposit in the Reserve Account, if any, Such Rosurn Product shall be payabla to the Trustee (upon the giving ofnotice as required dwmandor) on any interest Payment Dale, nmmity data or redemption date on which a do&oionoy oxlsts which cannot be oared by finds in any other fund or account hold pursuant to this Ordinancore d available for suchpurpose. The insumr pmyidkig suoh Resarva Productshat either be (a) an insurer whose municipal bond insurance policies Insuring the payment, when due, of tho principal of and Internet on municipal bond Issues results to such Issues being rated In one of die two highest intra catogorim (without regard to gradatens, such as "plus" ar "minus" of such categories) by at least one nationally recognized seourftles rating agency or (b) a commercial bank, insumnoo company or other financial institution the bonds payable or guaranteed by which have, been assigned smiles by at least ore nationally recognized securities arms agoitcy In one of the two highost tions categories (without regard to gradations, such ai "plus" or "ra nui" of such odegodes), In scidllioo, such Reserve Product shall be for a term of not less than twotyo (12) decades and any toimbursendod agreement miatrd thereto shall provide that the City's reimbursement obligation thereunder shall be subordinate to the payment of the principal ofand interest on the Bonds, Notwithstanding the foregoing, if the Rowryo Account has been fhndcd with cash Or Investment Obligations and no Bvent of Ddfoult shall haw: occurred and be condnuing hereunder, the City may, at anytime lin its disenston, substitute a Reserve Product meeting tho requhOmonis of this Ordinance for the cash and Investment Obligators, and the City may then withdraw such cash and Fe vestment Obligations and apply them to any lawful purpose, so long as (1) the some does not adversely affect any ruling by any nationally re ngalved securitios rating agency then in offoot for the Outstanding Bonds and (!) the City obtains an opinion of Bond Counsel that such setons will not, in and of tbemselvcs, adversely affect tho exclusion from gross laconic of interest on the Bonds (other than Taxabio Bonds) for federal Income tax Purposes, Ira disbursement is made From a Reserve Product pmvldad hereunder, the City shall mortals the maderman limits of such Reserve Product fallowing such disbruaoment from moneys available hereunder in accordance with the provisions of Section 503(d), by depositing Finds in the meant of the disbursement made under such inslramont, with the Issuer theroof, together with Incrust tiecom to the data of reimbursement at the rate set forth In such Reserve Product, but In no case, greater Wan the maximum rate of interest permitted by law, The City may evidence Its obligation to rolmburse the issuor of any Resurve Product by executing and delivering to such issuer a promissory nota therefor, provided, however, any such note (a) shat not be a second obligation of the City the payment of which is secured by the full excess thero0om and shall dafiver the soma to the Department. Upon Moulin iborcof tha Chief Financial Officer shall deposit (a) in the Renewal and Replacement Account the amount than required to W paid thereto by the Department pursuant to Section 503 homof and (b) all remaining moo cats in the General RasorveAaammt Whenerer the amount on doposit In the Reserve Account Is lass Warn the Reservo Requirement, the Trlsloe shall notify the Dime or and the Chlef Fhemlal Officor of the amount of the deficiency on notification Immedlawly shall dolivar to the Trustee an amount sedinwom w cure the same, drawing upon funds available In the General Reserve Account and the Renewal and Replacement Accoemt, in that order. Section 508. Application of Money in the Renewal and Reninoument Account. The Doparmot shall apply moray In the Renewal and Replacement Account to the payment of the cosi of renewals and replacements of and unusual or extraordinary mpain to the Parking System and of engineering and other expenses incurred is connection therewith. All disbursements of money In the Renewal and Rcplacemont Account shall be made In accordance with procedures established by the Board foam time to time, The Department shall also use amounts in We Renewal and Replacement Account to make minsfirs, in the following order, to (a) the Revenue Aewtmt to pay Current Bxpcnses, whenever and to the extent Wet the amount on deposit therein, together with tmnsfem tha,eto from the Goneral Reserve Account Is insul5olenl for such purpose, (b) the Interest Account, the Principal Account, and the Sinking Fund Account, in that order, upon rectelpl of a request From the Trustee to romady any deficiency in any deposit required to be made to said Accounts by Section 503hereof w to pay the interest on rend the principal of (whether at maturity. by acceleration, or In salla faedore of tho Sinking Fond Requirement) the Bonds when doe, whomever and to the extent that the money on deposit In any or all of such Accounts, togetherw[th tr insfors thereto from the Oenaml Reserve Account, is insufficient for such purposes, and (a) the Reserve Account, upon tecelpt of a request from the Trustee, to tie extent necessary to cure a deficiency thoreia whenever and to the extent that money tr nsfered to the Reservo Account from the General Resenv Account is insufficient for such purpose. If at any time the money hold 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 depoglt scale amour in tee General Reserve Account. Section 509. App[lcaton of Money in the General Reserve Account. The Department, shell apply money on deposit In the General Reserve Amount to make transfers, in the following order, to (a) the Revenue Account to the extent necessary to pay Current gxpensds wheneemthe amount on deposit therein is Insufficient for such purpose, (b) the Interest Acceum, Principal Account, and Sinking Fund Account, in Viet Order, upon receipt of a request from the Thistee, to comedy any deficiency !n any deposit required to be middle pursuant to Section 503 hereof and to pay the principal of (whether st maturity, by accelomdon, or in satisfaction of the Sinking Fund RequlcomcnI) and interest. on the Bonds when due, whenever and to the oxtent diet did money on deposit In any or all afsaid Accounts Is Insufficient far such purposes, (e) the Reserve Aecount, upon receipt of a mquost from the Tmstse to the extent nowssaty to euro a deficiency therein, and (d) the Renewal and Ropiacament Account to the extent necessary to cum a doficieney therein, The Department, at its option, may apply any amcum[s remaining in the Gemnul Reserve Account after making the aforomondoned tmnsfors for any one or more of the following purposes but not memadly In the following order, (I) for any purpose for which money in the Codstmction Fund, the Ronowal and Replacement Account and the Revenue Account may be used, (2) to the purchase or rode mplion of Bands, (3) to secure and pay Subordinated Ocir, (4) to secure and pay the clamor of indebtedness described in Section 717, (5) to pay all or sty pmt of the cost of additions, extensions and improvements to the Parking System, and (6) to transfer to the City to be applied for my lawful purpose, If the Department cleats to redeem Bonds firm 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 mora Wen 60 days before the anticipated redemption date. Such nodoe shall refer to this Soman $09, shall state the principal amount of Bonds to be redeemed puraam to Section 301 of rids Ordirm co, and shall direct the Tr sloo to redeem such principal amount of Bonds on a date not later than 60 days following the date of such notion. To redecm rill of the Bands, on or before the date upon which nation of redemption is given in accordance with Scogoo 30.1 hereof, the Department shall deposit with the Mmaica money or Goverment Obligations, or a cambinadon thereof, In on amount suffxaient to amso the defeasance of this Ordinance pursuant to Section 1201 horeof, mko such other actions as are requirad by said Section to effect such dofessance, and pay to the Tnestee all of the fens and expenses Incurred or to be Incurred by It through the data of redemption. To redeem the Bonds In part, on or before the date upon which notice of redemption is given !n accordance with Article 111homof, the Depart nvashall dolTyce ra tho Trude the mnount necessary to redeem the Bonds in accordance with said Article III and shall pay directly to the Trustee all of the fte.•s and expenses Incurred and to be Incurred by it through tha date of redempi an, Tho amount of any redemption payment anurlbumble to pdnoipal and mdempdon premium, If any, shall be deposited by dee Trustee in the Redemption Account for application in wordance with Section 510 of this Ordinanco and the amouat attributable to inlerest shall be deposited by the Trustee in the Interest AcmohMt and applied to pay Inumst to the dato of redemption, The Dopartment shall have the right to purchase any Bonds on the open market with mousy on deposit In the General [b sorve Account and to surmsidor the same to the Trustee. Tho principal amount thereof consisting of Serial Bonds."I be credited against transfers to the Ainclpal Account In the Fiscal Year or Years in which such Serial Bonds would have mamrtd in acordano with their tames. The principal nm nand, conslsting ofTbrm Bonds shall, be credited against and ruclum the Sinking Fund Requlmmonls for such Term Bonds In such rnarmar as rim)l be specified in a ordfie to of the Chlef Finmsalal Officer that is substantially In the fort of the eortifioale filed pur mans to Section 506 immersed that Ls filed with the Trustee, Saction510, Applieatlon of Money in the Redemption Account, The Trustee shall apply money in the Redemption Amount to the purchase or redemption of Bonds as follows; the highest rate of thtarost an Term Bonds, the Trustee shall reduce Sinking Fund Acquirements for such Than Bonds In inverse order of the scheduled redemption of such Tomb Bonds, All Bonds shall be redeemed by lot within m li rities as the Trusted, in Its discretion, my determine, For purposes of this paragraph (e), Teruo Bonds shall be considered to mature on their raspeativo Sinking Fund Dutos In amounts equal to the aggregate Sinking Fund Rrquimmnnia themfor. Upon the retirement of say Bonds by pumhase or redemption pennant to the proyislons of this Section, the Trustee shal I File wills rho Departrnant s statement identifying such Bonds and setting forth time date of purchase or redemption, the amount of rite purchase price or tic Redemption Price of such Bonds and the amount paid as interest thomm. The expenses Incurred by the Trustee in connection with the parolmsc or redemption of any such Bonds shall be paid by the Department from the General Reserve Amount. Seotlon 511. Insurance and Condemnation Award Amount. Tho Tr sto shall deposit Not Proceeds Into dee Insurance and Condemnation Award Amvount, when and as rooived by the Trustee. Upon direction of the Department the Trosteo shall use money in the rmannim" and Condemnation Award Account for the following purposaa: (a) to transfer to the proceeds Amount in the Construction Fund, the creation of which is authorized by Section 404 hereof, and thereafter to disburse tho same to pay dmu costs of tepairing or replacing the Parking System; and (b) to truster to the Redgmption Account and tho Interest Account to redeem Bonds. Section 5 L2, Funds Haid In. All monay that the Trustee shall have withdmrm form the Bond Food or shall have meowed from any other source and sot aside or deposited with the Paying Agent for the purpose of paying any of the Bonds hereby secured, either at maturity at by purchase or call for redemption, or for the purpose of paying any Interest m the Bonds hereby secured, shall be held in trust for the respective Holders. All interest on monmy so set aside or so deposited shall acruu to the benefit of the Department and shall be paid to the Department annually, Any money that is so act aside and that rocromp unclaimed by the Holders fora period of two years after the data on which such Bonds or tis Interest thereon have became payable shall be paid to the Department or to such officer, board or body, urs may than be entitled by law, to reculve the same. Thereafter the holders shall look only to the Department or to such officer, board or body for payment and then only to the extent of the amounts so imah ed, without any Interest thumon, and tho Tmstoe shall have no responsibility with respect to such rm ney. Section 5] 3, Camallation of Bands, Upon moript of the same, the Trustee shalt ramcei (o) all Bonds paid, rodomcd, or purchased by the Trustee or purchased by the Depadmant sod deBvened to the Trustee, amid (b) all Bonds delivered to the Trusico In exchange for other Bonds or delivered to the Truster upon the transfer of any reglstared Bond If a new Bond is dellvemd upon such transfer. The Trustee shall certify to the Department the details of all Bonds so canceled, All Boards canceled under any of the provisions of this Ordinance either shall be C-13 (a) Subject to the previsions of paragraph (o) of this Section, the Trustee shall endeavor to purchase and canal Bonds or ponio3s thereof, ragardlcss of wholhee such Bonds or portions tlaereofa , then subject to redompdon, at die most advantageous pdcu obtainable wlth reasonable diligence, provided that the purchase price of each Bond shall not oxceed the Redomptlan Price that would be payable on the and redemption date to the Holder of such Bond under the previsions of Artielo III of this Ordinance if such Bond or such portion thereof should be called for redemption on such date from IN money In the Redemption Account. The TruuTea shall pay the interest accrued on such Bonds or portions thereof to the date of settlement from the h must Account and the purchase price from the Rodamption Account, but to, 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 themof are to be redeemed. (b) Subject to the provisions of paragraph (o) ofthis Section, the Trustee shall call for redemption on each Interest Payment Date such amount of Bonds or podians thereof as, with dee rodemption premium, If any, will exhaust the mondy then held in the Rademptian Account w nearly an, may be; provided, howavor, that not Ices than Two Hundred Fifty Thousand Dollars (5250,000) principal amount of Bonds or such fusser amount ifless than $250,000 In principal amount of Bonds is than Outstanding, shall be called for ndamption at any one time, Such redemption shall be maria pursuant la the provisions ofAttiolo 111 of tris Ordinance, The Tnutee shall pay the aeeruod intoma on the Bonds or portions thereof to be redeemed to ths data of redemption from the Interest Account and the Redemption Price of such Bonds or portiahu thereof from the Redemption Aceount, The Trustee shall withdraw from the Redemption Account and, in the manner provided Is Section 505 hareof, set aside in separate accounts or deposit with the Paying Agent the respective amounts mqulree to pay the Redemption Price or the Bonds or portions thoreofso called far redomptlem. (e) Money in the Redemption Account shall be applied by the Tnuta in each Piwal Year to the pmebase, or the redemption of Bonds of any one a Moro Serios than Outstanding In accordance with the latest cortificate filed by the Chief Financial Officer with the Trustee (1) designating tho one or mom Series of Bonds to be purchaser) or redeemed, (tl) if mom than one Series of Bands is so designa4d, setting forth the aggregate Principal amouml of Bonds of each Series to be purchased or redeemed, which amunt .hall be determined (as nearly as pmatirsmbie by a ratio of the aggregate principal amount of Bonds of each Series, as, originally Issued, to the aggregate principal amount of Bands of 311 such Series, as originally issued, and (Ih) unless the Series Ordinance relating to the Banda to be redeemed speolfies the arder of rcdamption, designating the Bonds to be redeemed within coon Sanas, and if such Bonds are Term Bonds, the years In which fidum Sinking Fund Requirements are to be reduced as a romlt 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 minting to iia Bonds to be redeemed specifies otherwise, (i) tho Tmsteo shall apply such mony to Use purchase ofaro ormom Series of Bonds as it studI dotormina or to the redemption of Bonds hearing the highest rata of interest, (id) If Bonds of mom than one maturity boar the same interest tate, the Trustee shall redeem such Bonds In the invorse order of mamrith;s. and (ill) If the Bonds hearing delivered to the Department or destroyed by the Trustee, as the Department directs, Upon destruction of any Bonds, the Trustee shall execute a certificate in duplicate describing the Bonds so destroyed; one oxmido certificate stall be filed with the Department and the other exeoutod ordfrcaie shall be retained by the Trustee. Section514. Disowition of Fund Balances. After provNIon is made for the payment of all Bonds issued under this Ordinance, including the interest thereon, andfor the payment of all other obligations, expenses and charges required to be paid under or In connection with this Ordinance, sad receipt by the Trustee arm certificate of the Chlof Fituure)al Officer to the effect that there are other Indentures or other agreements that Impose a matinuing lien on the balances beminaBer mentioned, tho Trustee shall pay all amounts in tiny Fund or Account than held by it under rids Ordimame to the Department, If a continuing lion 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 balenme to such person as Is entitled to receive the same by paw or under the tome ofsuchOrdim u,egmemmt,courtardor,ordeeve. Section S 15. Security for the Bands. As security for the payment of that Bonds and the Interest thereon, the City and the Department hereby great to the Trustee a pledge of (a) Net Revenues, (b) their right to receive Net Revenues, and (o) plc money and Investment Obligations In any and all of the Funds mid Accounts established under this Ordhhmnce and the income from such investment Obligations and the investment of such money. It is the lmmnt of tho City and the Department that this pledge shall be effective and operate Immediately and that the Trustee shall have the right to collect and receive said Net Revenues in accordance with the provisions hemof at 311 times during the period from and after the data of the Bonds issued hereunder until the Bonds have been ftdiy paid and discharged, including, without limitation, ai all times after the Institution and during Ore pendency of bankruptcy or similar proceedhugs. no Bonds shall not constitute a debt of the City for which the thtth and credit of tho City Is pledged, Ila issuance of the Bonds shall not directly or Mr ctly or contingently onligntd the City to lovy any tax or pledge any fort of taxation. whatever therefor. The Bonds shall not constitute a charge, lion, or encumbrance, legal or equitable, upon any property of the City, except as provided in this Ordinance, The afteromen toned pledge shall not Inhibit the sale or disposition of the Parking System in accordance with this Ordinance and shall net impair or restrict the ability of the Department to Invest in securities and other forma of invostment, subjdetto the provisions ofthis 04raince. Section 516. Rebate Fund, Moneys shall be deposited in the Roleate Fund as required by the terms hereof, Amounts on deposit on the Rebate Fund shall be hold in [rest by the City and used solely to make required rebate payments to the United Stales (except to tiro extent the same may be bansferred to the Revenue Fund) and the Bondholders stall have no right to have the same applied for debt servlo on the Banda. ARTICLE V1 DEPOSITARIES OF MONEY, SECURCIY FOR DEPOSITS, INVESTMENT OF FUNDS, AND COVENANT AS TO ARBITRAGE Section 601. Socudty for Denoslts. Any and sit money received under Hue provisions of this Ordinance shall be deposited as received with the TmWA or one or more other Ixposb das as provided in this Ordinance, and shall be trust funds under the terms hereof, and shall not be subjeot to any lion, or attachment by any creditor of the City, the Board or the Dopertmanl. Until money deposited With the Trustee or any other Depositary hereunder bas been invested In investment Obligations, the amount of money In oxcess of the amount guaranteed by the Fademl Deposit Inauturce Corporation or other federal agency slant t be continuously secured for the benefit of flea City and the Drgsarhnent and the Holders In such other manner as may then be required or ponaitted by appllcablo State or federal laws and regulations regarding the security for, or granting a preference is the oast of, the dopoOt of irust funds; provided that It shall not be noweeary for the Trustee or any Paying Agent to give 37curity for the deposit of say money wtth it for the payment of the prinoipsl of or the redemption premium or the interest on any Bonds or for the Trustee or any Depositary to give security for any money that I% represented by Investment Obligations pmohassel under the provisions of flits Article. All money deposited with the Trustee or any Depositary shall be credited to to padlcular Fund or Account to which such money belongs, Soctlon6O2. Investment of Monav, Money hold for the credit of all Funds and Accounts shell be eantlnuously Invested and minvusted by the Chief Financial Officer, the Trustee, or the Deposibeies, whichever is applicable, In Investment Obligations to the extent practicable, Except as hereinafter provided with respect to the Reaavo Account, Investment Obligations shall malum or be redeemable at the option of the holder thereof not later than the respective date whon the money held for the credit of such Funds or Acoctmfs will be required for the pugxxes Intended Divestment Obligations in the Rasarve Account shall mature or be rodeomabla at the option of tho holder thomof as follows; 25%not talar than Hvo years alter the dote of such investmonk an additional SOe/a not later than ten years atter the dale of such Investment, and the balance without I1mlWlon, For purposes of this Seaton, the maturitydate of any repurchase agreement shall be doomed to be the aboard maturity date of such agreement and not the maturity dates of the underlying Investment Obllgalious. The Chief Finanelal Officer or his designee may at any Ome give to the Trustee written directions rCspeoting the investment of any money required to be Invested hereunder subject however, to the provisions of this Article, and the Trustee shall then Invest such money as so directed, Tho Trustee may, inquest in wrifing direction or outhtoriz alon of the Chief Financial Officer or Ids designee with respect to the proposed investment of money under the previsions of this Ordlnanco. Upon mmipi of such request, aoomnpm1ad by a memomndum'wWng forth die doWls of any proposed investment, the Chief Financial Office, or his doslgnce shall either approve such proposed Inveahnent or shall give written directions to the Trustee respecting the covenases with each of the Haklems of the Bonds hawed hemunder that om net'faxable Bands that it will comply with the requirements applicable to it contained In Station 103 and Pad IV of Subchapter B of Subpart A of Chapter I of the Code to the extent necessary to presorvo the exclusion of interest on tho Bonds issued hereunder that aro 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 agnros: (1), to make or cause to be made all necessary detemnkudlons and calculations of the Rebate Amount and required payments of the Rebate Amemt; (2) to set aside sufficient men" In the Rebate Fred or olsewhem, from the Net Revenues or other legally avail" finds of the City, to timely pay the Rebate Ammmt to the United States ofAmedea; (3) to pay the Rebate Amount to the United Sales of America from the Not Revenues or from any other legally available leads, at the times and to the extent required pursuant to Sssction 148(1) ofthe Cade; (4) to maintain and retain all records pertaining to the Rebate Amount with respect to the Bands that are not Taxable Bonds issued berounder and required payments of the Rebate Amount with respect to the Bonds that am not Taxable Bonds for at least six years after the rued maturity of the Bonds that are not Taxable Bonds or such other period at shall be necessary to comply with the Cate; (5) to refrain from taking any motion that would couse my Bonds or any Sedes or portion thoroof tweed horemmdcr, other than Taxable Bonds and bonds issued with the Intont that they shall consdttdc "private activity bonds" under Seaton 10(a) of tho Code, to be classified as "private activity bonds" fowler Section 141(a) of the Coda; and (6) to refrain from Wag any motion that would cause the Bonds that am not Taxable Bonds issued hereunder to become arbitrage bonds under Section 148 of tha Code. The City understands that the foregoing covenants impose Continuing obltgatons of the City with respect to any Series of Bonds that am not Taxable Bonds that will exist as long as the requirements of Section 107 and lint IV of Subchapter B of Subpart A of Chapter 1 o£the Code are applicable to such Series of Bonds, With respbet to any series of Bonds that mm not Taxable Bonds, If my amount shall remain In the Rebate Fund after payment In 8d1 ofmch Seems of Bonds and after payment in Rill C-14 Investment of such money and, in the case of such direedoos, the Truslcv then shall invest, subject to the provisions of this Article, such money in aocordenco with such directions. Ihyeat vial Obligations acquired with money In or credited to any Fund or Account established un dor dds Ordinanco shall W doomed at all rimes to be pad of such Fund or A000unt. Tho hntatost istwing on Invosimunl Obligations in any Fund or Account and say profit or loss malined upon the disposition a maturity of such Tnvesment Obligations shall be medited to or charged against any such Fund or Account. The Trustee shall sell at the best price obtainable or reduce to Cash a sufficient amount of such Onvestmem Obligations whenever it is necessary se to do to provide money to make any payment from arty such Fund or Account. The Trustee shall not be liable or responsible for any loss resulting from any such We or reduction to cath. Whonevsr a transfer of money between two or more of tho Funds or Accounts established pursuant to Artelo V of this Ordinance is permitted or required, such tranaformay, be made as a whole or In part by bans£er of one or more Investment Obligations mg a value dotetmined at the time of such hansfor In accordance with this Article VI, provided tbat the Investment Obligations transferred aro those In which money could be invomed at the date of such uwfLr. Sedioa 603, Valuation. For the purpose of determining the amount on deposit In any Fund or A000tmt, Investment Obligations In which money In such Fund or Account is invested, with mho excoplion of the Reserve Account, alell be volucd (a) at faeo value if such Investment Obligadvas mature within 12 months from the dare of valuation- thereof, and (b) If such Investment Obligations mature mora than 12 months after mho data of valuation thereof, at the price at which such investment Obligations am redeemable by the holder at his option, If w redeemable, or, if not so rode,miabla, at the lesser of(]) the coat of such hrycst ment Obligations plus the amortization of any premium or minus tie smorthation of any discount thereon, and (il) market value of such Investment Obllgationa, Investment Obligations In the Reserve Account shall be valued at their market value. All Investment Obligations in all of the Puuds and Accounts created hereunder, shall he valued no camber than the 20th day of the second month next preceding a principal payment date and no later than the 21st day of the month next prac"Ing such principal payment dote. In addition, Investment Obligations In the Interest Account, the Principal Account, the Sinking Fund Account and the Reserve Account shall be voiced at any lime requested by the Department on reasonable notice to the Trustee (which period of notoo may be waived or reduced by the Tmstse); provided, however, that the Tnrsice shall not be required to value investment obligations ram than once In my calendar month. Whenever the value of the crash and Investment Obligations in the Reserve Account, plus acomed Into rest to the date of valrratlon, is less than the Reserve Rcqulmmenl, the Trustee shall compute the amount by which the Reserve Requirement oxceeds the balance in the Reser: Account and shall immediately give the Chie£Pinamial Offiecr and the Director notice o£such deficioney and the amount necessary to euro the same, Section 604. Tar Covenant, It is the intention of the City and Ota Depadmermt that tho interest on the Bands issued hereunder that are not Taxable Bonds be and remain excluded from gross Income for federal iacane tax purposes and to this end The City hereby mprownta to and of the Rebate Amount to tie United Sale of America with respect to such Series of Bonds, such amount shall be available to etre City far any lawful purpose. The Rebam Fund shall be hold separate and apart from all other funds and accounts of the City, shall not be impressed with a lion in favor of ft Bondholders and shall be available for use only as provided in this Resolution and the Code, Notwithstanding any other provision of this Ordlazhce, including, in partiwlar Article XB hereof, the obligator of the City to pay the Rebate Amount to the United States of America and to comply with the other requirements of this Section shall survive the defeasance -or payment In full of any Series o£Bonds that me not Taxable Bonds. ARTICLE VII GENERALS COVENANTS AND REPRESENTATIONS Seaton 701. Payment of Primaieal Interest and Premium The City, through the Department, shall cause to be paid, when due, the principal of (whother at maturity, by acoelomdon, by call for redcmptlan or otherwise) and the premium, if any, and Into= on the Bonds at the places, on the dales and In the manner provided herein and in said Bonds according to the nue inlant and manning thereof. The Bonds are not general obligations of the City but are limited obligations payable solely from Net Revenues, the City and the Department's right to receive the sane, mid money and Invasbnont Obligations held In the Funds and Accounts created htmumder and the income from such Investment Obligations and the investment of such money. The Bonds shall. be secured as provided In Section 519 of this Ordinance, Tho Bonds shall net remsdonte a debt of the City for which the full fifth and credit of the City Is ptalged. The Issuance of the Bonds shall not dircdy or indirectly or caniingpnty obligoto the City to levy any tee or to pledge my form of taxation whatever therefor, The Bonds shall not cowifitute a charge, lion or encumbrance, legal or equitable, upon my property of die City, except ms provided In this Ordinance. Seetion7O2, Construction of 1998 Protect and Additional Sygme Facilities, Upon issuance of the 1998 Bonds, the Department shall diligently proceed to construct the 1998 Project, no Department shall construct any Additional System Facilities for the construction of which Bonds am issued or for wblch money repayabhe from the proceeds of Bonds Is advanced to the Department, in accordance with plans approved by a Parking Consultant. Upon the completion of the 1998 Project and any such Additional System Fimlitie the Department shall operate and maintain the same as a pad of the Parking Systam, The Department shall require each pgrsoh, Hum or corporation with whom It may contact for construction to (a) furnish a payment and performance bond in the full amount of any contmok or (b) deposit with the Chief Financial Officer marketable Dcomides that have a market valve equal to the amount of such contract and that are eligible as security for the deposit of oust funds as provided In Section 601 of this Ordinance The proceeds of any such performance bond or securities shall be deposited In the Constmctlon Fund and applied toward tho completion of the 1998 Mom of the Additional System Facilites In connection with which such performance bond or securities are famished. Section 703. (incaution o'Parking System, Thu Department shall establish and onforco reasonable mals and regulations govem(ng the opomtion and use of the Parking System, operate the Parking System In an effrdent and aomartaral ntmmer, maintain the properties constituting the Parking System in good repair end In sound operating condition Ibr so long m the soma am necessary to the operation of the Parking System upon a rovenuo-producing basis, and comply with all valid acts, rules, regulations, orders and directions of any legislative, executive, adrnfnlstativo orjuxtoial body that are applicable to the Parking System. For as song as any Bonds are outstanding, neither the City nor the Department shall consbuet, maintain, or opomto, or cause tube constmotd, malntained, or operated, or participate with any person, entity, or governments] unit or subdivision the construction, operation, or maintenance of, any of'atmet parking facilities that would Impair the rovenuo-producing capacity of the Parking System unless prior to such construction, operation or maintenance (a) the construction, malmowneu and operat(on of such f 611los am nuihadzed pursuant to the provisions hereof and such facilities on, Incorporated late the Parking System, or (b) the Departnent.%hall have delivered to the Tut niee a statement of a Parking Consultant to the effect OW based upon such Parking Consultant's knowledge and analysis of the financial pertbrrnanee and oporatione of the Parking System, nothing has Dome to its attention that would lead it to believe that the City and the Department wauld not be able to moot their obllgaUons ander Sections 503 and 704 of this Ordinance m a result or such construction, operation, and maintenance, Section 704, Rate Covenant, (a) The City and the Dapartmont shall fix, ohmge and comet rates, fees, rentals, and charges for the use of the Parking System and shall revise such mtos, fem, rentals and charges as often as may be necessary or appropriate to produce RovomuN In each Fiscal You at feast equal to the sum of([) Current Expenses for such period, plus (2) 150% of the Principal and Interest Requirements for such period, pias (3) the amounts required to be deposited in the Reserve Account In suah period, In catonlsting Principal and Interest Raquloments for purposes haroof, the City end the Department may net out thurefmm any amount of intatast for such period for which a like en ouat of mcmod at capitalized interest has been set aside and hold haounder, (b) If, in any such period, Rovenum,am less than the amount required under paragraph (a) of this Section and If iia rash and value of the Investment Obligations avallable within the Funds and Accounts coated booby =not sufficient to make the deposits required to be made pursuant to paragraphs (a), (b), (a), (d) and (0 of Suction 503, the City and the Department shag take action to mvlse thou rata, faxs, murals and charges, or alter their methods of operation or take other action In soon mariner as is calculated W produce the amount se, required In such period. (o) if the audit report for any Fiscal Yom lndleates that the obligations under paragraph (a) of this Section 704 have not been satisfied then within 15 days of the ocelpt of the audit report for such Fiscal Yuen, the Department shall employ a Parking Consultant to roview and analyze the financial status and the administration and operations of the Parking Sy*m, to inspect the proportion constituting the Parking System, and to submit to the Board and the Director, within 60 days thereaftor, a written report on the same, Including the aodon taken by the City and the Depu ]trent with respect to the revision of its rates, foes, rentals and charges, resolution and shall bo binding on the City, the Depastrour% the Bond Registrar, the Tmstec, the Paying Agent and all the Holders of Bonds of such Series the .same as if such covenants were set forth in full in this Ordinence, Soadon707, Records. Accounts and Audits, Tho Department shall keep the funds, accounts, money and Investments of We Poking System separate from all other funds, accounts, mancy, and investments of the Department and the City and shall keep moutate, records and nccounts of all (toms of costs and of At expenditures relating to the Patkirg System and of the Revenues collected and the application of such Revenues. At least one* during each quarter of each Fiscal You, beginning with the first full Fiscal Year following the date of dolivery of the 1998 Bonds purserant to Section 208 of this Ordlormoo, the D*partnant shall cause to be filed with the Trude* copies of a report, signed by the Nomar seting forth all rvvislat of the num, fees, rentals and charges for use of the Parking System during the preceding throe -month period and an unaudited interim report, signed by the Chief Financial macer, Identifying all Whaftn is that occurred during the preceding three-month period and salting forth In respect of such period a suparato income and expense account of the Parking System, showing the Revenues and Current &cpenses for such quarter, for all quadam of the current Fisenl Year, including such quarter, and for the corresponding periods In the most pueced rig Fiscal Year, and within 120 days after the close of such Pisani Year the Department alkali cause the Accountant to prepare an audit of its books and woomus pertataing to the Parking System. Reports of each such audit shall be filed with the Board, the Chief Fiflawlal Officer and the Trustee and copies of each such report shall be mailed to each nationally recognized socurldes taring agency that is then rating any Outstanding Fonds and each Holder requesting the same and shall be made available for Inspection m the oHica of tlx: Chief Financial Officer. Each such maid, report shall be accompanied by an opinion of the Accountant stating that the examination of the gnanolal statements was conducted In acconhdnee with generally accepted auditing standards and stating whether such financial statements present fairly tho financial position of the Parking System and the results of its oporatons and changes fit its financial position for We period cove" by such audit report In conformity with generally accepted accounting pdnctplesappllod oma fotuistent heals, if for any reason beyond Its control, the Department is unable to obtain the foregoing opinion as to compliance with generally accepted accounting principles, tho City and the Depathnent shall bo deemed to be in compliance, with this Section if the Department is taking all reasonable and feasible notion to obtain such opinion in subsequent Fiscal Years, and if, in lieu of a statement as to compliance nod conformity, such opinion slates the reasons for such non- compliance or non-aontiamhity, Each audit report shall be accompanied by a special report of ft Aceouninnt setting forth in respoct of said Fiscal You the same matters as are heoinnbovo roqulred for the quarterly report of the Chief Financial Officer and a calouladcm to determine compliance with Section 704(a) of tris Ordinance. Such special report shall slate (I) whether them existed al the end of the Fuad Year under audit any violation of any covenants or agreements herein contained, and (B) If at any time during the Fiscal Year under audit any Default occurred and If so, the nature of the Defauh. Such spacial report shall be limited to financial madam described in this Ordinaries, C-15 which report may contain recommendations of farther rovisions of the rates, tots, romals, charges, and methods of opamtion of tho Parking Systom that will romit in producing the amount an required during that Fiscal Year. Promptly upon its receipt of the recommendations the Department shot] transmit copies thereof to the City Commission, the Tmstao and each Holder who has mquastod the some and shall take such furihor action m is then in the boat Interests of the Rendholdom, the Department, the City and Its citizens. (d) In the event the City sad the Department fail to take actlan as required by Paragraphs (b) and (a) of this Secllon, the Trustee may, and upon nquost ofthe Holders of not loss than 25% in principal amount of all Bonds Outstanding shall, ioatimlt and prosecute, an action or proueodiog in any court or before any board or commission having Jurisdiction to compol the Cityand the Department to comply with the roquiremonts of said paragraphs. (a) No use of tho Parking System shall be permitted without compensation. Suction 705. Budacts and Covonont as to Current Exoemes, On or before the 90th day next prcc+ding the begimring crunch Fiscal Year, the Department shall prepare a preliminary budget for the ensuing Fiscal Year for the Parking System In the form of the budget then required by law and shall file a copy ofoach such proliminary budget with rho Trusteo. Each budget shall be prepared in such manner as to speelfy, Current Expanses end the amounts to be dopcdtcd In the various Funds and Aeoounts ore" by this Ordinance during the Fiscal Year for which suah budget was prepared. Tae bodgat shall be accompanied by a pro forma stafumenl o£Royanues, Current Expenses and rates, fees, rentals and charges esibnated to he nocesamy to meet the requirements of Section 704(a) of this Mircriee and shall. include or make tdomnoe to a Capital Funds Budget that shows separately the amounts to be deposited in the Gorremi Reserve Account during the Fiscal Your toe which the budget is pmpmcd for the purpose of financing additioas, extensions and improvements to the Parking System and the amounts to be expended during such Fiscal Year fiom money in the General Reserve Account and the Construction Fund. On or before the first day of each Fiscal Year, the City and the Board shall adopt the budget for the Parking System (which budget together with any amendments thereof or supplements thereto as hereinafter permitted is herein collectively called the "Annual Budget'), A copy of the Annual Budget shall be filed with the Tr alto and any nationally recognized securides rating agency than rating any Outstanding Bonds and each Holdor requesting the same in wdting, and made available far inspection at the office of the Chief Financial Officer, If the City and the Board have not adapted the Around Budget before the first day of any Fiscal Year, the prolimloary budget for such Fiscal Year or, If Were is vena, the budget for the preceding Fiscal Year, that be docmod to be in three and effect. Section 706, Covenants with Credit Banka Inswury and Reserve Product Providem. The City may make such covenants ss it may, In its aria discretion, deturaine to be appropdme with any insuree, Credit Bank or Reserve Product Provider that shat] agree to Insure or to provido credit or liquidity support for Bonds of any one or mora Scales that shall enhance the security or the value of such Bonds. Such covenants may be set forth In the appiieable Series Ordinance or 53 For purposes of this Ordinance, each Fund created hereunder shall be a series of accounts within the book of accounts of the Department and shall connote a wgrogation of accounts that will support speelal purpose disclosure reports, and nothing beraln shall be conatmed as requiting a separate set of books and accounts or separate bank accounts. The Department shall cause any additional reports or audits relating to the Parking System to be made m required by Inv or by any applicable rules or regulations of any governmental authority having jurlsdladon over the Paddag System. Tie cost of mob audits shall bo treated as a pert of tho cost of operation of Wo Parking System, Section 708, insuaunrx:, Based upon recommendations of the insurance Consultant, the Department shall purchase and maintain Insurance covering such properties belonging to the Parking System m are customarily Insured against loss or damage from such causes re are customarily insured against by enterprises of a similar nature, business interruption insurance, use and occupancy insurance and comprehensive general liability Inmrance on the Parking System for bodily Injury and propurty damage. Such protection may consist of insurance, self- insurance and/or indemnities. Any Insurance shall be in the form of policies or contracts for insuranco with insurers argued standing, shall ba payable to the City and may provide for suds deductibles, exoluslons, limitations, mstrietinns, and rostriotve endorsements customary in pollcies forsimilm coverago issued to antilim operating properties similar to the properties ofthe Parking System, Any self insurance shall be in the amounts, manner and of the type provided by entities operating properties similar to tau properties of the Parking System. Not less than once every two years tto l sum eN Consultant steal I deliver a report to the Department and the Board recommending ted levol of insurance coverage nocessary to comply with the provisions of this ScWon 708. In delivering such report the Insurance Consultant may take Into consideration the availability ofsuoh insurance upon reasonable terms and conditions. The Net Proceeds paid in smisfaction of any claim made ander policies providing tho covorago required by this Section shall be applied as provided in Section 710 of this Ordinance. Section709, Notice oFTaking: Contx:raton of Parton, ifanypub]icauftrityarenilty, attempts to take or derange all or any part of the Parking System through Eminent Domain proceedings or through pubiic reforondum, 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 Holden In connection with such proceedings. Upon receiving notice of the Institution of Eminent Domain prvaadings by any public instrumentality, body, agency or oflicar or the relutfituton of s public roferundum, the Department shall deliver written notice thereof to the Tmstoe. The Not Proceeds of any award or oompoesation resulting from Eminent Domain proceedings shall be applied in apeordmoo with the provisions of Section 710(s) of this ordinance, Sodion7l0, Insurance and Eminent Domain Proceeds, (a) All Not Proceeds of all Insurance required by Scotian 7o8 of this Ordinance and all P m?mcoeds mantling from Emimmi. Domain proceedings shall be delivered to the Trustee for deposit in the Insurance and Condemnation Award Acaomnt and shall be applied ut dna election of tea Department: (1) promptly to replace, repair, rebuild or mstom the Parking System to substantially the some condition as that which existed prior to such taking, damage or destruction, with such altoMions and addldonns as the Deputment may delerrcine and as will not Impair or otherwise adversely af£cot the rovanue-producing capability of the Parking System, provided that prior to the commencement of such roplocemcnt, repair, mbultding or mstoruton, the Depmtmant shall deliver to the Trustee a report of a Parking Consultant sating forth (.A) an estimate of tho low cast 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 offeot eat Net Prowads, logether with other funds mare available or to be made avallablo by the Dapartmenti will bu suBlalenl to pay the Costs of the roplacement, repair, robul(ding or restoration of tho Parking System, or (2) to the recknmptirm of Bonds, provided that Bonds may be redeemed only If (A) the Parking System has been restored to subarrat illy the soma condition as prior to such damage or destruction or taking, or (B) the Department has determined that the portion of the Parking System damaged or destroyed or taken is not necessary to the operation of the Parking System and that We Callum of the Department to repair or restore the same will not hnpsir or othorwise advarsoby affect the rovenua-producing capability of the Parking System, or (C) the Packing Consultant has been enable to make the statement required by subparagraph (1) (C) of this paragraph (a). If the Department does not apply Net Proceed¢ or causo them to be applied; to replace, mpalr, rebuild, or restom the Parking System, the Department shall direct the Trustee to redeem Bonds 1n accotdanca with Article 111 of this Ordinance and to transfer Prom the Insurance and Condemnation Award Account to the Redemption Account an amount sufficient to pay the Redemption Price of the Bonds to be redeemed and to the Tailored Account so amount that, together with ameunts than on deposit therein, is sufficient to pay interest accruing on the Bonds to be redeemed to the date of redemption, If the Deputirmat sleets to apply Net Proceeds, or cause them to be applied, to replace, repair, rebuild, or lustre the Parking System, the Trustee shall omato a Proceeds Account In the Construction Fund, shall transfer such Not proceeds from ire tnsureaca and Coudemniedon Award Account to the Proceeds Account, and shalt make disbursements therefrom, to the extent pmWeabl*. (b) Ilia Net Proceeds of use and occupancy insuranae carriod pursuant to Section 709 of this Ordinance shall be applied an follows; (1) an amount equal to the Operations and MaWtenanoo Requlmment shall be depeaited in dw kovonme Account, (B) en amount equal to the excess of that required to 6e deposited to the Interest Account, Use Principal Account, and the Sinking Fund Account, pursuant to Swlion 503 hereof in the than currant Fiscal Year over the amounts on deposit in sold Accounts shall be deposited In said Aecwnls, 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, W the extent permitted by law, may sell, or otherwise dispose of dl or a part of tho carne, If, (1) prior to such removal or demolition the Department gives written notice thereof fo the Trustee, which nodes shall deseribo the real property or structures to be demolished or removed, the reason far such demolition or removal, and the estimated fair market value thereof, and (2) (A) the Dapmtmant shall ocretmot, acquire, replace or substituto mal property or structums having the same general function and mvonuc�produoing capacity as drat of the property demolished orromoved, or (B) any such real property and structure now or hereafter oalstiag as part of the Parking System may bo demolished or removed by the Department from true to time and to Department shall not be required to construct or acquire any real, pmpedy or structures In substitution or in replacement thereof if thorn shag be filed with the Trustee prior to such demolition or removal, a cerdficate, signed by the Director and approved by We parking Consultant, seting (1) that no Default has occurred and is continuing under this Ordinance,, or, If any Default then exists, duct the some will be aured by action taken pursuant a this Seaton 713, and (11) that the Not Revenues for The Fiscal Year next succeeding that In which such demolition or removal occurs will be sutHdanl to enable the Deparbne t to meet Its obligations uador Section 704(x) hamof. (d) Upon compliance with the provisions of Sexton 715 hereof, the Dopadaneni shall havo the dght to lease the Parking System or any portion inciter to public or private operators for continued operation, in aha public interest, as public parking facllites, at mntals which, in thisopinion of a Parking Consultant expressed in writing, will be equal to the oshmaled Net Revenues which would have bean malived fmm wndnued operation by the Department of the fuoilitee to beleasa (e) The Deparbo u it shall have the right to remove and substitute or make changes in the locadlon of on -street parking meters which aro necessary to permit street widening or street closings or an otherwise nowsisary In the dammmafion of the Department or the City and which will not materially [risen the income and revenues to be derived from such motors. The Department shall deposit the proceeds resulting from abandonment, sal* or dispositan of propanes constituting the Parking System to any Account in the Construction Fund if the amount then on deposit therein Is insuffioient to pay the Costs ofthe 1996 Project or C--16 Section 711. .Compliance with Applicable law. So ling as any Bond is Outstanding, the City and the Department shell comply or cause, there to be compliance, with all applicable laws, orders, rules, regulations and requirements of any municipal or other governmental authority relating to the constuvton, use and oporaton of the Puking System, Nothing contained in this Section shall prevent the City and the Department From contesting In good faith the upptloobility or validity of any law, calhutwo, 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 oporadon or the mvenue•producing capability of the Parking System, Seoton712. Payment of Chumes and Covenant Against'Encumbranees, Except as provided herein, the City and the Department slwll not users or suffer to be created any Ileo or charge upon the Parking System or any part thereof, or on the Revcnuos, The City and the Deparbnant 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 minting to the maintenance, repair, reptacoment or Improvement of the properties constituting the Parking System and the opuaton of the Paddag System and lawful claims and demands for labor, materials, supplies or other objects that might by law become a lion upon the Parking System or Rovenuss If unpsid. Nothing u malned In this Station shall regnlro the City or tho Department to pay or euuso to be discharged, or make provision for the payment, satisfaction and discharge of, any lien, charge, cost, liability, dalm or demand so long as the validity Wermf is contested ingood faith and by appropriate legal proceedings. Section 713, DlVoiton of Parking Systom. Except as provided in this Section 713, the Department shall not sell or otherwise dispose of all or any part of tho properties constituting the Parking System. (a) no Department shall have the right to sell or dispose of any amobleary, apparatus, tools, instnunents, or other moveable property or fixtures acquired by it In connection with thn Parking System, or any materials used In connection therewith if We Director dote Brines that such articles aro no longer neaded or useful in aomreodon with the constmetlon or maintcnanca of the properties constituting We Parking System or the operation o£fhe Parking System and that such sale or disposition will out impair the operating oBiolenay, of the Parking System or materially reduce aha rovonun-pmdrteing capability of ilia Parking S'ysiem. (b) The Dopadrrnoat, witlsout nodoo to the Trustee and fine of any obligation to make any replacement thereof or substitution therefor, shall have the right to demolish or remove any real property and structures new or hereafter existing as tat of the Paring System provided drat the Board, by resolution, dolannlnes that such removal or demolition does not impair die operating efficiency of the Parking System or materially reduce tho rovettu"wrlucing capability of the Parking System, (c) Notwithstanding the provisions of paragraph (b) of this Section, if the Department determined that any real property or structure constituting a part of the parking System has became inndcquato, unsuitable or unnecessary, the any Additional System Facilities or to the Ganoral Reserve Account if the amount on deposit therein is loss than the amount to ba deposited therein pursuant to the Capital Punds Budget, as the Department may them, Ali proocod* remaining after such deposits shall be paid to the Trustee for deposit in the Redemption Account. Section714. Additional System Facilities Addldons to the Parking Syg np. All buildings, structures, and items of porsonal property drat are constructed, placed or Installed in or upon the properties constituting the Perking System as an addition or improvement to, ae a substitute for, or in mnowal, mpinooment or almration of any buildings, structures, and personal property eonsthutng part of the Parking System, and all real property acquired as an addition to, to replacement of, or as a substitute, for real property constituting a part of tho Parking System shall thereupon become a part of tho Parking System. Othor facilites not financed by ilia issuance of Bonds under this Ordinance may be ineerpomted In and made a part of the Parking System upon sallsWction of the conditions set forth In Section 717 hereof, Section 715, Contracts. teases and Other Agreements. Subject to the provlslona of Sections 604 and 713(d), the Doparunont may lease, as lessor, all or any part of the Parking System, or contrmet or agree for the performance by others, of operation or services on or in connection with the Puking System or any part thereof, for any lawful purpose, provided that: (a) each such lease, contract or agree meal, or my amendment or rescission thereof, Is not inconsistent with the provisions of this Ordinance; (b) the City and fico Department shall remain fully obligated and responaiblo under Ibis (Winanco to the same extant as if web lease, contend or ogmorrumL or any amendment or rescission thereof, had not been oxwutod; (a) the obligation of the City and dna Dopadmont under such lease, contract or agreement shall be subordinate, to the Dopartnent's obligations under this Ordinance; and (d) if the amount payablo to the City or the Department In the than ounent or any subsequent Fiscal Year ruder any woh lease, comsat( or agreement or any amendment or maolasion thereof, exceeds 5% of the Revenues for the pmooding Fiscal Year, than the Board shall expressly determine by resolution that It has given due consideration to the provisions of Section 704 humor prior to the execution of such contract, lease,, or agreement, and that such lease, contract or agreement, or amendment or rraoission •Snereof, does not materially adversely Impair or diminish the rights or security of any Holder. The Board shall not be prevented from making the detunrinulon required by this paragraph (d) notwithstanding that a particular contract, lease or ugroararm la not subject to revision except In accordance with its terms and is not subject to mvision to comply with The provisions set fort in paragraphs (a) and (b) of Soedan 704, Section 716. Interim Indobtcdness• Short Term Indebtedness. The City and the Department shall have, the right: (a) to incur Interim Indebtedness on a parity with Uro Bonds as to payment from Rownuos provided that (1) the requir"Ots for the issuance of Additional Bonds set forth in Section 209 of this Ordlnanco could be satisfied if such Interim indebtedness were issued with a maturity of twenty-fivo (25) years after date of issuance, with substantially equal annual payments of principal and interest and with an interest rote substantially cruel to the market Interest rate for stroller obligations of twenty-Bvo year mamdty at the time the calculation is made and (2) theca shall be filed with the Trustee, simultaneously with the Incurrence of such Inlerim ludeblednass, a latter from it banking, Investment banking or other appropriate financial Imitation staling that, under the than current market conditions, such Interim Indebtedness could be placed or said on the corms and conditions assumed for the purposes of (a) (1) above and (b) to Incur Short Term Indabtednoss payable as to principal and interest as Current Expenses pmvldod rho such Short Tom Indebtedness at any time outstanding shall not exceed 20% of the Department's Current Expenses of the Parking System for the last Fiscal YOU for Which an audit is avallablo. Section 717. Financing o'Spagial Foram Facilill Nothing in this Oalkrunce shall be eansbud as prdtlbidng the City or the Nimutment from f:sancing the acquisition or construction of any Special Purpose Facilities permitted by law (whather or not related to parkins) so long as the following conditions are satisfied: (a) the debt obligations Issued to fluanco the special purpose facilities aro not directly or Indirectly secured by or payable from Revenues but ere seemed by end payable from such other seames as are then permitted by law; (b) the MparMtent shall have delivered to thu Trustee opinions of the City Attorney to the oifect that the underlying obligations Issued to finanne such facilities are not, directly or indirectly, secured by or payable from Revenues or issued trader at secured by the provisions of this Ordinanca ed that the financing of suoh special purpose faoI1.16 wlR not aonf ict with or constitute oro the part of the City or the Dop obncot a breach *for default under any of the covam mus or provisions of this Ord ru nco; and (a) the Department shall have delivered to the Trustee a statement, signed by the Parking Consultant, to the effect that in Its opinion the acqulsirion or construction of such spooled purpose ftdilides will not materially reduce Rovcnues or impair the operating efRcieney of tho Parking System, Such Special Purpose Facilities may Include any facility pmmissible under the laws of the State, including butootlfmtied to, parking ihoillilos. Soudan 718, Sullotdinated Mtno City may Incur and Issue Subordtnalad Debt to finance the acquisition and constudion of may faelllties which the Board mid the Duponntent may operate and maintain purrraat to law, except For Special Purpose Facilities described. In gedion 717 hereof, If the following conditions oro rod: (a) the City shall adopt an Ordinance authorizing the Issuance of any such 5ubordlnated Dcbt and setting forth the amount and dotaila thwect; (b) the principal of, and the redemption premium, if any, and Interest on any such Subordinated Debt is payable n a whole or In part solely from the proceeds of other Subordinated Debt, Additional Bonds, any money available thumfor in the Gencral Reserve Account, of from any other legally available, source provided. that such Section 722. No Free Parking A City Facilities. The city covenants that no faro parking will be permitted pursumm to foam or otter contractual arrangement upon mal property or at facilities owned or operated by the City. Section M. Deoardncnt to MIanmoo City Parking FaotBties. 'Hie City covenants that if it acquires, fustics or constructs any facilities or stmotums for the off-stmat parking of motor vehicles, which facilities or structures are not a part of the Parking System, it will engage the Deparmt ntto manage and operate such faollitias and stntatures. Section 724, Biennial lnseedfon. No !aloe than ora hundred twenty (t20) days after the end of each second Fiscal Year, commencing with the Fiscal Year ending on Sopt7mbor 30, 1999, the Npadment shall cause the Parking System to be inspected by the Parking Consultand, who shall make and filo with the Depadmam, the Trustee, the Credit Banks and the Insurers, a written report of such inspection and of the physical condition of the Puking System. The Trustee shall mall a copy of such blennial inspection report to any Holder requesting the same in writing. APMCU9 Vl it REMEDIES Section 801. Extension of Intoresl Payment. If the limo for the payment of the Interest on any Bond Is extended, whether or not such extensloa is by or with the consent of the City, small Interest so axtandd dull not be emitld In case of default hcmundor to the benefit or security of this Ordinance and In such ease the Holder of the Bond for which the time for payment of intoreat was extended shall be entitled only to the payment in full OF the principal of nil Bonds then Outstanding and of interest for which tho time for payment shall not have been extended, Suction 802. Bvenn of default. Each of the following events Is hereby declared an "Event of Iefaulf . (a) payment of the principal of, a Sinking Fund Requirement with respect to or the mdomption premium, if any, on any of the Bands is not made when rho same aro due and payable, either at maturity or by redemption or otharwise; (b) payment of the interest on any of the Bonds Is not made when the samo Is due and payable; (o) a final judgment for the payment of money Is marketed against the City or the Department as a resuk of the ownership, control or operation of the Perking System, and any such judgment is not discharged within shay (60) days from the entry thereof or an appeal is not taken Ihurcfrom or from the ender, decree or process upon which or pursuant to which such judgment shall have been granted or entered, in such raruwr as to stay the execution of or levy nutlet such judgment, order, decree or process or the enforcement thereof C-1'7 Subordinated Debt shall fro payable from Additional Bonds only to the extent such indebtedness was ]mod for any purpose for which Additional Bonds may be Issued under this Ordimmoa; except for payments from to proceeds of Additional Bonds and the General Reserve Account, no money In any other Fund or Account created pursuant to the provisions of this Ordinanco shall be used to pay the pdnclpal of, or the interest or redemption premium, If any, on, any Subordinated Debt; and (c) simultaneously with the delivery of and payment for any such Subordinated Debt there shall be filed with the Trustee a corlifieute of the Chle£Flncendal Officer stating that no Dafaolt has Occurred and is eootinuing under this Ordinance or, if My Default than exists, that the proceeds of such Subordinated Debt will be applied to cure the same. Scdlon719, Engagement of Accountant. Insurance Consultant. and Parking Consul . For the purpose of causing to be, performd and carried out the duties Imposed on the Accojftftunt under this Ordinance, Oho Board shall engage as the Accountant as lndependant cortifiod public accountant or a firm of in lapandont Outifiod public accountants having a favorable repute for skill and exp rioneeinsuchwork. for the purpose of performing and carrying out the duties imposed upon an Insuronco Consultant under this Ordinanco, the Board shall four time to time engage an Insurance Consultant as defined in Section 101 hereof. A signed copy of any ropons of any insurance Consultant requimd hereby shall be filed with the Department, and copies thareof shall be sent to the Trustee. For the purpose of causing to be performed and carried out the dudes imposed on the Parking Consultant under this Ordinance, tics Board will engago one or more Parking Consultants having a favorable reputo for skill and experience for such work. Excopt for any ties and expenses hteurred under due pmvislons of Section 403 of this ordhtamee, the cost of engaging the Purling Consultant shall be treated as a part of the cost of operation and maintenance oftho Parking System, The Ai untant and rho Parking Consuhant shall at all limes have five access to all properties const uting the Parking System for the purposes of inspection and examination, and the books, records and accounts of the City and the Dapattment may be examined by the Accountant and the Parking Consultant at all reasonable times upon reasonable notleo. Section 720. Further ing= nts and Actions, The City and the Board shall, from time to time, cxocule cud deliver such further instruments or take such further actions as may bo required to cany cut the purposes ofthis Ordinance. Suction 721. Usa of Rommos and Incouddont Amiens, Tho City and the Board covenant and agree that, so long as any of the Bonds seemed hereby are outstanding, mane of the Revenues will be umd for any purpose other than as provided in this Ordinance, and that no contract or contracts will be entered into or any action taken by which the rights of Holders might be Impaired or dhninished (d) the City or the Deparbucat: (1) becomes Insolvent ar dun subject of Insolvency proceedings; or (Ii) is unable, or admits In writing its inability, to pay It, debts as they mature; or (Iii) makes a gam:tal assignnanl for the benc6t of creditors or to an agent authodzed to liquidate any substantial amount of Its property; or (iv) files a petition or other pleading sacking tuorganiradon, composition, readjustment, or liquidation of assets, or requesting similar relief; or (v) applies to a court for the appointment of a rooelyer far [lot for the whole crafty part ofthe Parking System; or (yi) has a recalvar or liquidator appointed for it or for the whole or any part of the Parking System (with or without the consent of the City or the Department) and such receiver is not discharged within 90 wnsecutive days attar his appointment; or (vii) becomes the subject of an `order for rellef' within the meaning of the United States Bankruptcy Code; or (VIII) files an answer to a creditor's petition admitting the material allegations thereof for liquidation, roorgantzntion, readjustment or composition or to of%ot a plan or other arrangement with creditors or fall to have such, petition dismissed within 60 couseoetive days ager the same is filed against the City or the Depaamodt; (a) any tour of competent jurisdiction assumes custody or central of the City or the Department or of the whole or any substantial pan of Its property under the provisions of any other law for the relief or aid of dabfom, and such custody or control is not lemrinald within ninety (90) days form the tato of assumption of such custody or control; and (f) the City of the Dopenment defaults In the due and puncural porfonnutce of any other of the covonants, conditions, agreements and provision ootrlained In the Bonds or in this Ordinanco, and such default continues far 30 days after receipt by the City and the Department are written notice from the Trv*e speeifying such default and requesting that It ba connected, provided that if prior to the explmtiah of such 3D -day pend the City or the Department hntitdes motion reamnably designed to cure such default, no "Event of Default° shall be doemod to :cove occurred upon the oxpitation of such 30 -day podd form long all the City or the Dopart ment pursues such curative action with reasonable dlligmum. Foe all purposes of this Ordinance, including but not limited to paragraphs (a) and (b) of this Suction 802, In determining whether a payment defual law Occurred, rte affect shall be given to payments made under a Bond Insurance Policy, Seotioa g03. Accelara8on eF Maturities. Upon tho happening and continuance of any Event of Default specified in Section 802 of this Article, then and In every such ansa the Trustee may, and upon the written request of the Holders of not loss than 25% In aggregate principal amount of the Bonds them outstanding, shall, by a notice in writing to the City and the Dopar morn, declare the principal of all of the Bonds then C fWandtng (if not than due and payable) to be due and payable immediately, and upon such declaration the sante shalt become and be Immediately due and payable, anything contained in the Bonds or in this Ordinance to the contrary notwithstanding, If the conditions identified in clauses (a), (b) and (c) of this paragraph have been satisfied after the principal of and Interest oh the Bonds have been declared to be duo and payable and before the entry of find judgment or decree in any suit, nation or proceeding Instituted on account of such default, or below the completion of the enforcement of any other remedy under this Ordiamoo, then and in every such case the Trustee may, and upon the writion requcrt at the Holders of not loss than 25% In aggregate principal amount of the Bonds not then due and then outstanding shall, by written notice to the City and the Department, rescind and annul such declaration and Its coftwquenaas, but no such remission or annulment shall extend to or affect any subsequent Event of Default or Impair any right consequent thoreon; (a) money sufficient to pay the principal of all matured Bonds and all arrears of intorest, if any, upon Bonds than Outstanding (accept the principal of any Bonds not than due except by vktme of such declaration and the interest named on such Bonds since the last Interest Payment Data) has accumulated in the Imotod Account, the Principal Account, and Uro Sinking Fund Account, (b) all amounts than payable by the Dapartnont hereunder have been paid or a sum sufficient to pay the same has been deposited by the Chief F"m=wW Of doer with the Tmstce or the Paying Agent, end (c) every other default In tho observance or performance of any covenant, condition, agreement or provision contalned in the Bonds or in this Ordinance (other than a defiurlt In the payment of the principal of such Bonds then due only because of a dswleratlon under thus Section)1cls been remedied. Tf pursuant to the provisions of this Ordinance the obligation of tho Department to pay the Bonds is accelerated, the Department shall pay to the Trustee forthwith but only from Not Revenues, an amount that is sufficient, together with all other funds availablo therefor, to pay such Bonds In full, and an amcwnt that Is sufficient, togother with all other fiords available therefor, to pay all other mponses of the Trustee incurred or to be Incurred undur this ordinance, Section. 804. Remedies . In addition to any remedies then avzllablc to the Trustee mdor this Ordinance and under State and federal law, upon the occurrence of an Event of Dofaalt the Tmstce may: . (a) Requim the beparbnent to ondorso all checks and other negotiable Instruments representing Not Revenues to the order of the Trustee immediately upon tho rcoelpi Umnwf and to deliver such ondoreod Instruments dally to the Tmstce, (b) Notify say or all account debtors of the Department to pay any amounts representing Not Rovsducs, when due and owing, directly to the Trusim, as Tmaco. (a) Upon the filing ofa suit or other conmeno¢ment of}tdiolal pmowdings to enforce the rights of the Tmstce and of the Holders under this Ordinanco, the Trustee shall be amitled, as it mutter of right, to the appointment ofa receiver or receivers of the Parking System and of the Net Revenues pending such procxdings, µ4th such powers ss the court making such appointments confers, whether or not the Not Revenues cru darned suflioiom ultimatoly to satisfy the Bonds thon 0utstanding horermder, (d) Take whatever action at law or in equity may appear necessary or desirable to outlast the amounts then due and thereafter to become due at to onroma observance or performance of any covenant, condition or agreement of the City and the Depabncnt undorthis Ordinance. Seollon 805, Bnfotc mrsht of Remedies. Upon the happening and odefinuanco of any Event of Default specified In Scotian, 802 of this Article, then and In every such saw the Trustee, All payments to be made to the Holders pursuant to this Section shall be made ratably to the poisons entitled thereto, withoutdigorimlantion or preference, except that If Acre sea insuff'tolent funds to make any payment of iatound or principal (including Sinking Fund Roqulrements) then due, the amount to be paid In rospoot of principal (including Sinking Pond Requirements) or interest, as the case may be, on each Bond shag he determined by multiplying the saregae amount of the funds available for such payment by a fraction, the numerator of which is the amouat then duo as prmalpal (Including Sinking Fund Requirements) or inkiest, as the case may be, an each Band and the denominator of which is the aggregate amount due In respect of all interest or all principal (including Sinking Fund Requirements), as the case may be, on all Bonds. The provisions ofthis Seetlon aro In all respo* subject to the provisions ofSeolfon 01 of this Artfcla. Whenever money Is to be applied by tho Trustee pursuant to the provisions of this Section; (a) such money shall be applied by the Trustee m such Umes and from time to rima as the Trustee In Its sole dlstrotion shall determine, having duo regard for the amount of such money mailable for such application and the likelihood oFadditional money becoming available for much applleatlon In the future, (b) the deposit of such money with the Paying Agent or otherwiw setting aside such money as provided heroin, In trust for the proper purpose shall constitute proper application by the Trustee, and (c) the Trustee shall incur no liability whatsoever to the City, to the Departmoat to any Holder or to any other pormn, for any delay 1n applying any such money so long as the Tmstce sats with reasonable diligence, having due regard for the circumstances, and ultimately applios the same In accordance with seoh provisions of this Ordinance as may be applicable at the free of application by the Trustee. Wheneyor the Trustee exercises such dfacmtlmr in applying such money, it shall fix Bao date (which shall be an Interest Payment Date unless the Trustee shall loam another data mom suitable) upon which such application Is to be made and upon suchdate interest on the amounts of principal to be paid on such data shall cease to stores, The Trustee shall give such notice as it may doom oppropriale of the fixing of any such data and shalt not he required to make payment to the Holder of any Bond until such Bond is surrendered to the Tru -toe for cancellation if filly paid. Section 807, Effect of Discontinuance of Proceadines. 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, the Dopadmont, tho Tmstce and the Holders shall be restored to their footer posltions and rights horcundar, and all rights, remedies, Powers and duties of the Trustee shall contirmu as though no ptocosdiag had been taken. Section 808, Control of Procosdinss by Holders. Anything in this Ordinance to the contrary notwithstanding, the Holders of a majority In aggregate principal amount of Bonds at my time outstanding shall have the right, by an Instrument or concurrent instwncnts In writing executed and delivered to Use Trussed, to direct the method and place of conducting all remedial proceedings to b , taken by the Tmstce hereunder, provldcd that such diroction shall be in accordance with law and the proylsions of this Ordinance, Section 809. Restrictions jjpon Actions by Individual Holdors. Except as provided In Section 814 of this Ordinance, no Holder shall have any right to institute my suit, action or proceeding in equity or at law on any Band or for the execution of any trust hereunder or for any C-1.8 may, and upon tho wation request of the Holders of not loss than 25% In mggrogala prinelpal amount of the Bonds then outstanding shall, proceed to protoet and enforce the rights of the Holders under federal or Slats law or under this Ordiromoo by such suits, nations of special proceedingt in Nulty or at law, 01thor for tho specific perfarmanoe of any covenant or ognemant contained hamin or hd aid or oxeeutlon of any powor hcroln granted or £or the enforcement of any proper legal or Naitablo remedy, as the Trustee shall deem most offecrual to protea{ and enforce such rights. Section 806. No Rata Application of Funds. Anything In this Ordlnanoo to the contrary notwilhAwAng, if at any thus the money in the Interest Awaum, the Principal Account ad the Sinking Fund Account Is not sufficient to pay the intonst on or the principal of or Sinking Fund Requirement with respect to the Bonds as the same became duo and payable (either by their terms or by deceleration of mahailies under the provisions of Section 807 of this Article), such money, togathor with any money than availsble or thereafter becoming available for such purposes, whether though the exercise of the remedlos provided for in this Article or otherwise, shall be applied as rollows: (1.1i if the principal of the Bonds has not baeome duo and payablo, to the payment of all installments oFfmarest then due, in the order of the maturity of thu installments ofsuch Interest; M end. if the principal prof less than all of tho Bonds has become duo and payable, first to the payment of all installm¢nis of interest then due on Bonds of which tho principal is not overdue, In the ardor of the maturity of the lrastallments thereof, and nerd to the payment of Interest at tho respective rates specified In the Bonds an ovonme principal, and next to the payment of the principal (including Sinking Fund Requirements) of Bonds then duo in order of that r due dales; third: If the principal of all Bonds has b000me due and payable by declaration, redemption or otherwizs, first to tire payment of all interest due on Bonds of which the pdnoipai is not ovm&o, and dost to the payment ofhrteresl at the respective, rates 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 datos; fourth: if tho principal of all Bends has become due and payable, and all of the Bonds have been fully paid, logethoe with all interest and premium, If any, thereon, any surplus than rmalning shall be applied as set forth in Section S I4 hereof, and flfth: It the principal of all D cn& has been declared due and payable and if such deelarallea thereafter has heed rescinded and annulled under $cation 803 of thts Ordinance, then, subject to the provisions of paragraph thhd of this Sectien In the overt that the principal of all Bonds later becomes duo and payable or Is doolmod due and payable, tho money then temaining In and thereafter accruing to tho Intorest Account, the Principal Account, nod the Sinking Fund Aoeomt shall be applied in accordance with the provisions of paragraph And or soeand of this Section, whdebover is then applicable. other remedy hereunder uniess such Holder previously shall (a) have given to the Trustee written notice of the Event of Default aro account of which such suit, action or proecoding Is to be instituted, (b) baso requested the Trustee to take cation after the right to examine such powers or right of action, as the now may be, shall have aeenmd, (c) have affunicdtleTrustee a reasonable opportunity either to pmcced to oxerokso tho powers hamWabove granted or to Institato such action, suit or pro codings in its or their name, and (d) have offered to the Trvslee reasodabIt security and Indemnity against the costs, expenses and liabilities to be lmmnr rod therein or thereby, and the Trustee shall have refused or neglected to comply with such mquost within a reasonable time, Snob notification, request and offer of indemnity am herby dooiared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and hurts of this Onhoance or to my other remedy hereunder. Notwithstanding the foregoing provisions of this Section and without complying therewith, the Holders of not lass than 20% In aggregate principal amount of Bonds Own Outstanding may institute my such suit or motion or proceeding In their own names for the benefit of all Holders hereunder, it is undarstood and Intended that, except as otherwise above provided, no one or mora Holders shall have any dot in any merles whatsoever by Ws or their action to affect, disturb or prejudice the security of this Ordinance or to onfamo any right harcundor except in the madder provided, that all proccedhigs at law or in equity shall be instituted, had and maintelnW In Um manner heroin provided and for the bonefit of all Holders and that any Individual rights of nation or other right givon to one or more of such Holders by law am rostritied by this Ordinance to the rights and remedies heroin provided. Section 810. Enforcement of Rkthls of Action, All rights of action (including the right to file proof of claim) under this Ordinanoo or under any Bonds may be enforced by the Trusteo without the possession of any Bonds or the production thereof in any proceedings relating thereto, and any such suit or proceedings instituted by the Trustee shall be brought in its name as Trustee, without the nocessity of joining as plaintiffs or defendants any Holders, and any recovery of Judgment shall be for dm equal bonotit of the Holders, subjzat to the provisions of Section 801 of this Ordinance. Section 811. No Remz Exahtsive. No remedy herin conferred upon or reserved to the Trustee or to the Holder is intended to be exclusive of any other remedy or or haroin provided, and each and awry such romedy shall be curve lathe and shall be in additlon to ovary other remody given hereunder or now or heroa for existing at law or In equity. Section 812, Delay Not a Waives No delay or omission by the Tnrst¢e or of any Holder in the "cruise of any right or power aceming upon any dcfauh shall impair my such right or power or shall W construed to be a waiver of any such default by any sequiescaux thomin, and ovary power or rvmody given by rhes Ordinance to the Trusloe and to the Holders may be exemised from time to that and as often as may be deemed "client, The Ttusiee 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 Nfault which In Its opinion has been remedied before the entry of final judgment or decrac in any soil, action or proceeding Instituted by It under the proyisions of this Ordinance or before the completion of the enforcement of any other remedies under this Ganance, but no such waiver shall extend to or affect any oilier existing or aubsequetht Event of Default or impair any rights or mmodies consequent thereon. Section 817. Native of Default. Thu Tmstw shall mail to all Holders of mglstored Bonds, at their addresses as they npiear m the region books maintained by the Tmstec, and all Holders requesting the same, written notice of the commameo army Event of Dofmdl within 30 days after the Trustee has notice of the same. However, the Tnrstea shad not be subject to any liability to my Holder by mason of its failure to mail any such notice. Section g14, Eight to Bnforoo Paymentof Bouids Unimoaimd, Nothing in Ihfs Adhils shall Wed or Impair the right of any Holder to enforce the payment of the principal of and interest an his Bonds or tae obligation of thu City and the Depadmant to pay the principal of and Interest on cash Bond to the Holder Ohemoral tho time and place specified In said Bond. ARTICLti IX THE TRUSTEE SGCton 901, Accophinee of Tnsm. Tho Trustee under Ibis Ordinance and Paying Agent for the 1998 Bonds shall be designated In the Series Ordinance for such Series. Thu Trustee shall signify Its acceptance of the duties end obligations and agtuo to excomo the trusts Imposed upon It by this Ordinance by executing the certificate of authentication endorsed upon the Bonds, but only upon the loans and conditions set forth in this Article and subject to the provisions of this Ordinance, to all of wbloh the City, dm Bacot, the Department, the Trustao and the respective Holders of the Bonds agree, Unless the Trusttee has been given notice or othervriso has notice that an Event of Default bas occurred and is continuing, the Trustee shall not be responsible exwpt for the performance of those duties that am expressly set forth In this Ordination, and no implied covenantor duty shall be read into this Ordinance against OhoTradce; pmvided, however, that nothing heroin shall roliovc the Trustw from responsibility for Its own ncgl Igance orwtlfal misconduct, If an Evout of Default has occurred mid is coadnulag, the Tristco shall exercise such of the dghts and powers as aha vested in it by this Ordinance and shall use the same degree of arm and skill in their excretes as a prudent man would exercise or use under the oimumstanws lo the conduct of his own affairs. Seoton9fi2. Indemnification of Trustee as Condition for Remedlat Action Upon ,tllruclion of Holders 'Ilio Trustee "I be under no obligation to fake any mmWW proceeding under this Ordinance upon direction ofthe Holders in accordance with Section 808 hereofuntil it Is lndemnlfiod to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable, disbursements, end against all liability, provided that the Trustee shall have no right to indemnification for any costs, expanses outlays, counsel fees, or disbursements or against any liability resulting from any proccoding or action of don Trustee If the Trustor is dowemined to have acted negligently with mspwf to such proceeding or action. However, the Trustee may begin suit, or appear In and defend sult, or take any remedial pmcecdingv under this Ordinance, or take my steps In the rxacution of any of the trusts created hereby or In the entbrcomont army tights and powers homi dar, or do anything else in ifs judgment proper to be (c) a brief doscrlption oral obligations held by Jim an Investment ofmoney in each such Fund or Account and the investment income or loss that was charged to my Fund or Account In suds month; (d) the amount rippled 0 Ow payment, purchma, or redempton of Bonds under the provisions of Article V of this Ordinance and a description of tho Bonds so paid, purchased, or redeemed; and (o) my other Information that the Dopartmom may reasonably request. All mwuds add files pertaining to the Bonds and tie Parking System in the custody of the Trustee shall be available at all reasonable times far Inspection by the Department the Holdors, and their agents anal reprosonbtves. Section 907. Tru tco Protected In Rolyn¢ on Contain Documents, The Trustee shall be protected and sialI incur m liability In acting or proceeding, or in not acting or not proceeding, In good faith and Ia accordance with the terns of ibis Ordinance upon, any resolution, order, notice, request, consent, waiver, wdftfosto, statement, affidavit inquisition, bond or other paper or document that it in good Milt reasonably believes to bac genuine and to have been adopted or signed by the proper board or person or to have been prepared and furnished pursuant to any of the previsions of this Ordinance, or upon the written opinion of any attorney, engineer or accountant believed by the Trustoo to be qualified 'm rotation to the subject matter, and the Trusted shall W under re, duty to make my Investigation or Inquiry as to my statements contained or maters refomd to in any such instrtmen , The Trustee shall wt be under my obligatlon to we to the recording or filing of this Ordinance or otherwise to the giving to any person ofthotw of the provisions homof, Except as otherwise provided in this Ordinance, any request, notice, wrtifieate or ethsr Instrument from the Department to the Trustee shall be deemed to have been sighted by the proper party or partes if signed by the Chief Financial Offiwr or my design whose slgnatum is on file with the Trusleu. Section 908. Nallw of Default. Except upon the, happening of any Event of Default specified in olausos (a) and (b) of Seaton 802 bursar or the reporting of the occurrence of an Evont of Default pursuant to S#oflm 707 hereof, the Trustee shall not be obliged to take notion or be deemed to have notice of any Event of Defmlt under this Ordinance unless specifically notified fn writing of such Event of Deficit by the Deparbaent, the City or the Holders of not less than 5% In aggregate principal amount of Bonds then Outstanding. Section 909. Trustee Not Responsible for Recitals. The recitals, statements and repmsereWons contained herein and In the Bonds (excluding the Trustee's wrtiffuate of authentication on the Bonds) shall k taken and construed w made by end on the part of the City and the Mincemeat and not by the Tnstee, and the Trustee shall bo under no responsibility for the correctness of der same. Section 910, Tmstre May Deal in Bands, The bank or trust oanpary acting as Trustee mder this ONinanw, and its directors, officers, employees or agents, may in goad faith and In amts length transactions, to the oxtent pomtittd by applicable law, buy, sell, own, hold and deal Me" done by it as such Trstce, without indemnity and with or without the direction of Holders, and in such case the Deparimont, at the request of tho Trus, shall mitebum the Trustee from Revenues for all reasonable costs, oxpenscs, outlays and counsel flees and other masonablo disbursements properly incurred in connection therewith, Section 903. Limitations on Obligations and Resnonsibilitles of Trustee, The Trustee shall be under w obligation to effect or maintain insurance or to runow any poliolos ofiesuranco or to inquire as to the sufficiency of any politics of insurance carried by the Department, or to report, make or Arlo claims or proof of loss for any loss or damage diet may occur, or to keep itself informed or advised as to 60 payment of any premiums or assessments, of to mquire any such payment to bo made. The Trustee shall have no respo"llillity In respect of the validity or suf cloncy of this Ordinance or, except as io the authentication thereof, In mspoot of the validity of Bonds or the duo execution or fssuanw thereof, TUe Trustee "I be undor no obligation to see that any duties herein imposed upon the City, the Hard, the Doputimail, any consultant, any Paying Agent other than itself, any Depositary other Oran itself, army party other than Itself are done or porfomred. Socha 900, Tmsloe Not Liable for F It- o! lkparhnud la Act, The Trustee shall 1104 be liable or responsible for tine failure of the Department or of any of its employees of agents to make any collections or deposits or to perform any ad heroin required of the Department or for the lass of any money arising through the Insolvency or the act or def iii t or emission of any Depositary other than itself In which such money Is deposlted under the provisions of this Ordinance, The Trades shall not W responsible for the application of any of the proceeds of Bonds or any other money deposited with it and paid out, withdrawn or transferred honrunder If such application, payment, withdrawal or transfn Is meds in aoeordarim with the provisions of this Ordinance, The immunities and exemptions from liability of the Trustee heremdor shall extend to its dimetors, officers, employees and agents. SecOon 905. Comoonsation of Tmstce and Pavine A¢ent SatJoet to the provislons of any contract between the Depaitment and the Trustee or any Paying Agent relating to the compensation of the Trustee or such Paying Agent, to Department shall pay to the Trustee or such Paying Agent from Revenues reasonable oompmaidlon for ail services performed by it Ix.munder and alae all its numerable expenses, charges and other disburaments and those of its attorneys, agents and employees incurred in and about die administration and the performance of Its powers and duties hai a rder, Section 906, Monthly Statements from Trustee, On or before the 10th day of cash month the Trustee shall file with the Department a statement setting forth in respect of the preceding ealendarmontht (a) the amount withdrawn or transferred by it from, and the amount dcposfted in or credited to, each Kind orAecount held by It undarthe provisions of this Ordinance; (b) the amount on deposit with it at the end of such month in each such Fund or Account; in my of the Bands and may join in any action LW any Holder of Bonds may be entitled to take with like of£wt se If such bank or trust company were not the Trustee under this Ordinance, Section 911, Resignation and Removal of Tmsteo Subloet to Apoleboard of Successor. No resigmfion or mmoval of Oro Tmdoo and no appofnhnent of a successor Trstne pursvaat to ids Article shall become effective until the acceptance of appoinamcrit by the successor Trustee under Section 915, Section 912• Resignation of Trustee. The Trustee may resign and thereby become discharged farm the trusts bunchy created by notice in writing given to the Bondbolelors by fust class U.& mall, postage prepaid, not los tsar 90 days before such resignation is to take effect. Such resignation shat take offoot Immediately upon the appointment of a naw Trustee hereunder ff suoh now Trustw is appointed and accepts the trusts created hereby bofom the time limited by such notice, No such resignation shall mteve the Trustee for past actions talon or for which the Tnadcw has filled to take, prier to such resignation becoming effective. Section 913. Emnoval of Trustsa. The Trustee may be removed at any time by an Instrument or concurrent instruments in writing, executed by (I) the City and the Department or (tit) the Holders of not less Item a majority in aggregale principal amount of Bonds thou Outstanding, filed with the Department and the Tiusleo, The Trustee may also be removed at my 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 previsions of this Ordinance with raspmt to the duties and obligations of the Tnmcr, by my owet of comporent jurisdiction upon the application of the Holders of not loss than 20% in aggregate principal amount of Bonds (hon Outstanding, Section 914, Annolnhnunt of Suecassor Trustee, If at my lime the Trusteo msigns, is removd, is dissolved or othanvise becomes incapable of acting, or the bank or had company Acting as Trustee Is taken over by any goyemmental Offiekd, agency, department or board, the position of Teas co shall thereupon becoma vacant. Tribe position ofTrustw becomes vacant for any reason, the Depadenznt shall appoint a Trustee to All such vacancy, A successor Trustee aht) not be requlyd if the Trustee sets or assigns substantially ell of its trust businoss and the vendee or assignee continues in the trust business, or If a transfer of the trust doparbmonl of tho Trustee Is required by operation of New, provided that such vendco, assignee or nansfbrw qualifies as a successor Trust" under this Section 914. Tho Department shall provide notice to the Bondholdors ofsuch appointment by first class U.S. mad, postage prepaid. At any time within one year Our any vacancy in the office of the Trustee has occurred, the Holders of 20% In principal amount of Bonds then OuVtmding, by an instrument or wncurronl instruments in writing, executed by such Holden and died with the Department, may appoint a successor Trustee, which shall supersede my Trustee theretofore appointed by the Department. Photographic coplas of each such heburnent shall be delivered promptly by the Department re, the phedccessor Tmstec and to the Tnstee so appolntd by the Holdets. If an appointment of a successor Trustee is made pursuant to the foregoing provisions of this Section, any Holder or any ratting Trustee may apply to any courl of contpolant jurisdiction toappointasuccossor Trustoo. Such Mutt may thereupon appoint a succossorTrustee. Any successor Trustee hereafter appointed shall be a bank or trust company within the State that Is in good sounding and duly authorized to exomise corporate trust powers in the State, that Is subject to examination by federal or State authority, and that has a combined capital, surplus and undivided pmBis aggregafing not loss than Fifty Million Dollar (550,00.000). Section 415, Vesting of Duflas In Sueaeasor Tmstea, Every successor Trustee appointed hereunder shall execute, acknowledge and delivar to Its preducvss", and also to the City and die Department, an nishument In writing accepting such appointment and the trusts oreated homily and thoreupon, such auccessor Trustee, without any Pother act, shell become Polly vested with all die rights, immunities and powers, and subject to elf the duties and obligations, of Its predecessor upon moeipd of such iostnumeat, or upon mooipt of a written request of the Department and upon payment of the oxperim, charges and other disbursements of such predecessor drat are payable pursuant to the provisions of Soetorw 502 and 905 of this Article, such predecessor Trustee shall oxecutu and deliver an Instrument transferring to such successor Tnutee the rights, immunitim and powers of such prsxlecossor hereunder and shall deliver all property and money held by it hereunder to Its sucrussor, Should any hhgrummi in writing from the Department be required by any successor Trust'c for mora fully and certainly vesting in such Trustee the rights, immunities, powers and trusts lemby and vested or hanoded to be vested In the pmdecassar Trustee, arty such Instrument in writing shall and will, on request, he executed, acknowledgud and del ivered by the Department. ARTICLE X EXECMON OF INSTRUMENTS BY HOLDERS, PROOF OF OWNERSHIP OF BONDS, AND DETERMINATION OF CONCf)nrNCE OF HOLDS RS Section 1001. Execution of Instruments by Holders. Any request, direction, ca amt or otter instr ment in writing required or permitted by Us Oniimcco to be signed, or axaouted by any Holder may be In any number of ooncummt insttunnoW of similar tomer and may bo signed oroxccudWbysuch Holden atthoirdomaysorlogdmpresentafives, Proofofdroexscudonaf any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this OtSmance and shall be conclusive in favor of the Trustee and the City and the Department with regard to any action taken by alther ardor such hvstromont If the float and data of the execution by my person of any such instrument may be proved by the verification, by my officer In my Jurisdiction who by the laws thermfhas power to take affidavits within such jurisdiction, to the etibet that such instrument was subscribed and swom to before him, or by an affidavit of a witness to such execution, Whom such execution is on behalf of a person other than an individual, such vG69ca tan or affidavit shall also constitute sufficient proof of the mlhorhy of Ole signor thereof. Nothing contained In this Adloae shall be consumad as limiting the Tmstce to mob proof, it being intended that to Trustee may accept my oder evidence of the matters herein stated (t) to provide such changes which, in the opinion of the City and the Department will not materially, adversely affect the securityof or od orwim bo materialty adverse to the Holders. Notwithstanding the foregoing, on such change pursuant to this paragraph (j) shall become offxtve, union the Tmsrw shall have Bled with the Department a cortificate stating that in Its sole and absolute discretion, such chango will not have a material adverse affect on the Interests of such Holders, In making such a detorminsion, the City and the Department shall not take into consideration any Bond Insurance Policy. The City or the Department shall provide the Credit Bank and Insurers with notice of any supplemental ordlnaaues adopted pursuant this Section 1101. Section 1102, $ypplemmtal Ordinance with Bondholders' Coneent, Subject to the terms and provisions contained id tris SectIM, and not otherwim, the Holders afoot loss than tflybno percent (51%) in aggregate principal amount of tho Bonds theta outstanding that will be affected by a proposed supplemental Ordinance shall have the right, from time to time, anything contained in this Ordinance to the contrary notwithstanding, to consent to raid nppmve the adoption of such Ordinance or Ordinances supplemental hereto as aro deemed necessary or desirable by tiro City upon recamnondation of the Board, for the purpose of modifying, altering, amending, adding to or rescinding, In any particular, my of tho tams or provislons conalned In this Ordinance or In any supplemental Ordhsmeo, provided that nothing hmein contained Audi permit, or be construed as permitting (a) an extension of the maturity of the principal of or the Interest on any Bond, or (b) a reduction in time principal amount orally Bond or the redemption premium or the rate of interest thereon, or (a) the creation ate lion upon or a pledge of Revenues other tarn the tion and pledge otwated by this Ordinance, or (d) a proibronco or priority of any Bond or Bonds over nay other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds requited for canscni to such supplemental Ordmmca. Nothing herein conWned, however, shall be construed as making necessary the approval by Holders of the adoption of any supplemental or filanoo as authorized In Section 1101 ofthis Article. If at my time the City, upon recommendation of the Board, delermbies that It is nwossary or desirablo to adopt my supplemental Ordinance for arty of the purposes of this Socilon, the City Clark shall cacao nodca of the proposed adoption of such supplemenial ordinance to be mslled, postage prepaid, to all holders of Bonds, at thatr addresses os they appear on the registration books maintained by the Trustee, and aft Holders of Record. Such action shall briefly set forth the nature of the proposed supplemental Ordinance and shall slato that copies thereof ate on file at the office of dre City Clerk for inspection by all Holders. The City, the Board and the Department dull not however, be subject to my liability to my Holder by reason of its Hilum to muse tho nodco requlred by this Section to be mailed and my such I'niiure shall not affect We validity of such supplemontal Ordinance when consented to and approved as provided in this Section. Whenever, at any than within me year &for the data of the Bret publication of such notice, the City or the Do"ont delivers to the Tnrstoo an instrument or Instruments in writing purporting In be executed by the Holders of not do than fifty-one pomdmt (51%) in aggregate pdmipal amount of the Bends then Outstanding that am affected by a proposed supplemental Ordinance, which Instrument or instruments shall refer to the propend supplorm*4 Ordinance C^20 which 11 may deem sutflcli n , Any rquost or nonacid of any Holder shall bind every future Halder of the same Bond In respect of anything done by the Trustee in purauance of such request or consent. Notwithstanding my of the foregoing provisions of this Section, the Trustee shall not be required to moogrilm my 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. SuppllaiNnral Ordinance Without B❑odholdors' Consent. no City Commission, upon recommendation of the Board, from time to time and at any time and with [be consent of a Trustee, may adapt such ordinances supplemental hereto as aro consistent with the farms and provisions hereof (which supplemental ordinances shall, thereafter form a pant hereof) ad do not adversely sffb d the interest of ft Holders: (a) to sore any ambiguity or formal defect or omission or to annual or supplement my provision hcteln Ihut may be inconsistent with any other provision, herehy cr (b) to grant to or confer upon the Trustee, for the banaFit of me Holders, any additional rights, remedies, powers, authority or security that may lawfully be granted to or oonfermd upon the Holders or the Tmstm or (o) to add to the condfdons, limitations and restrictions on the issumco of Bonds under the previsions of this Ordinance other conditions, Ilinhad❑ns and restrictions thomaltor to be observed, provided del such ocnditions, limitations, and matdctions do not Impair the security for die Outstanding Bonds, or (d) to add to the covonmts and egromiuds of tha City and the Department in this Ordlaaace other covenants and agreomcnt thereafter to be observed by rho City and the Department or to surrender my right or power herein reserved to or conferred upon the City and the Department, provided that such covenants and agreements and the sutrenderhrg of any such right or power do not Impair the scantily for the Outstanding Bonds, or (e) to complywith the provisions of Sections 209, 209, 210 or 211, or (f) to provide for the issumrco ofcoupoa Bonds, or (g) to provide for the issuance of Variable Rate Bonds, Capital Appreciation Bonds, Option hoods and Capital Appreciation and trrcomo Bonds which will rat adversely affbct the exemption from Federal income taxation of intarest m the Bonds that am not Taxable Bands, (h) to provide for the issomeo of Uneortflnated Bonds, or described in such notee and shall specifically consent to and approve, ilia adoption thereof In substantially the fort of tho copy thereof mfatmd to It such notice, thereupM, but not otherwise, the City Commission may adopt such supplemental "nmce in substantially such Ann, without liability or responsibility to any Holder whether or not such Holder shall have coosonted thereto, If the Holders of not less than fifty -ono percent (51%) In Wfogate principal amount of the Bands Outstanding at the time of the adoption of such supplemental Ordinance and that are ~ad by a proposed supplemental Ordinmoo have consented to and approved the adoption thereof as herein provided, no Holder shall have any right to object to the adoption of such wiaplemontal Ordinance, to *cot to any of tha terms and provisions contained therein or the operacra thereof, to question the propriety of the adoption thereof, or to enjoin or mstrahr the City Commission from adopting the same or from bldng any notion pursuant to dw provisions thereof. For purposes of this Ordinance, Bonds shell be deemed to be "atltmed" by A supplemental Ordinx000 if the same adversely affects or diminishes the rights of Holders against the City and the Department or the rights of the Holders to the security, for such Bonds. The Trustee may In its discretion determine whether my Bonds would be affevle l by any supplemental Ordinance and any such determination shall be conclusive upon iha Holders of all Bonds, whether theretofbm or thereafter authenticated and delivered hereunder. The Trustee shall that be liable for any such determination made 1. good faith. Section L103. Sueolomentnl Ordinances Part. of Ordinance Any supplemental On inanco adopted In noverdaece with the provisions of tris Adlclo and approved as to legality by the City Attorney shall ihereafler Arm a part of this Ordmance,-and Us Ordinance shall be and be deemed to be modified and amended in accordance therewith. Thcroaftor the respective rights, dudes and obligations under this Ordinance of the City, the Board, the lkpartmant, the Tniewo, the Paying Agent, and all Holders of Bonds then Outstanding shall thereafter be doiermined, exerolsed and enforced in all respects under the provisions of this Ordinance as so modified end emended. If any supplemental Ordnance is adopted and approved Bonds issued theheaflar may contain an express reference to such supplemental Ordinance, If deemed necessary ordestmble by the City and the Department. Section 1104, Series Ordinance Not a Suyolzmenml Ordinance. Por purposes of this Article Xf, a Series Ordinance tut relates only to a particular Series of Bonds jocund horoundor and that does not purport to alter or amend the lights or security of my Holders of any Blonds of any otter Series Issued hereunder Ault not be deemed or considered to be a supplemental Ordhwnce, ARTICLE XII DEFEASANCE Section 1201. Cassation of Lntoesl of BoMboldcrs. When (a) any aonds, Including any maturity or porton of a maturity thereof, secured hereby have become due and payable In acMrdanca with their tones or otherwise as provided In this Ordinance, and (b) the whole amount of the principal mid the Interest and pmmlum, if any, so duo and payable upon such )Bonds have been paid or le tho Trustco, the Paying Ageut or an escrow agent aha11 hold money or Government Obllgations, or a combination of both, Ural aro suffrclent In the aggregate to pay the principal of, mid the intimal and redemption premium, if any, on such Bonds to the maturity data or dotes of such Bonds or to the dale or doing specified for the rodempfioa thereof, and (a) it tho Bonds arc duo and payable by reason of a at for ndemption, irrovocablo Instructions to oall such Bonds for redemption shall have been given by or on behalf of the Department and the City to the Trustee, and (d) suffiolant funds shalt also have boon provided or provision made for Paying all other obligations payable hemunder by the City and the Department, then and in that case the right, title and interest of the Trustee and the Bondholders of such Bonds in the Funds and Accounts mcated by We Ordinaries shalt tbamupon Nese, determine and become veld, and, if such Bonds shall wnsiltuto all of the Bonds then Outstanding, the Board shall repeat and concol this Ordinance, and the Tmsteo shall apply any surplus h, the Funds or Aocoiets, other than money held for the redemption or payment of principal of or interest an the Bonds, as provided in Section 515 hamof, thhonvlso this Ordinance shall be, continue and remain In full force stM effect, Notwithstanding the foregoing, if money, Government Obligations, or a combination of both, are deposited with and hold by the Trustee or Paying Agent or an escrow agent, as heroinabove provided, and within 30 days after ouch money, Government Obllit4onx, orn 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 atria U.S. mail, postage prepaid, to the Holders of the applicable Bonds, setting forth (i) the data designated for the mdemp6on of the Bonds, if applicable, (i0 a description of tha money tad Government Obligations so held by the Trustee, Paying Agent or userow agent, and (iii) that this Ordinance has boon repealed, conceded or defearod in accordance with the previsions of this Section. Notwithstarding the foregoing, the Trustee and Paying Agent shall n:taln such rights, powers and privileges under this Ordinance as may be necessary and convenient in respect of tho Bonds fur the payment of the principal, interest and anypromium on which such money andlor Government Obligations have been dopositcd. All money and Government Obligations held by the Trustee, any Paying Agent or any escrow agent pursuant to this Section shall be held in that and applied to the payment, whom dna, of the Bonds and obligations payable therewith, For purposes of this Artiole, Cavornment Obligations shall be demand to be suftaoat to pay or redeem bards on a specified data If tho principal of and the Interest on such Government Obligadem, when due, will be sufficient to pay on such data the principal of, and the premium. If any, and Interest duo on such Bonds on such dates. Far, purposes ofdeteemining whether Variable Raie Bonds used be deemed to have beoa paid prier to the maturity or redemption dmu thomcf, as the caro may be, by the deposit of moneys, or Goyo r ma d. Obligations and moneys. If any, the interest to como duo on such Variable Rato Bonds on or prior to the maturitytato or redemption data thereof, as the case may be, shall be calculated at to maximum rate parmltW by the terms thereof; provided, howovor, that if on any doh%, as a msult ofsuoh Variable Rale Bonds having home interest at less than such Maximum Rate for any period, the total amount of moneys and Goyemment Obligations on deposit with the Escrow Agent for the payment of Interest on such Variable Rate Bonds is In oxwss of the total amount which would have been required to be deposited with the Escrow to the City, if addressed to the City Cork of the City of Miami, Miami, Florida; to the Department. the Director or the ChiefFinaneial Offieer, If addressed to Department of Otf•Sheet laking of rho City of Mlemi, Miami, Florida; to the Trustee, if addressed to the Trusts* at the address sat forth in the resolution provided for in Section 208 hereof, to the 1996 Bond Insurer, if addressed to MBIA insurance Corporation, 113 King Strwt, Anne* Now York, 10544, Atm: Insured Portfolio Management Group. Any such notice, demand or request may also be transmitted to the appropriate above- mentioned party by telegraph, telephone or facsimile and shall be doomed to be properly given or mado at the Uma of such hanemissian. Such transmission of notice And be confirmed in writing not later than one Business Day following such trammissma and sent as spcolBod above. Any of such addressos may be changed al any time upon written notice of such change sent by United States registered moil, postage, prepaid, to the other parties by the party mftboting the change, AR documents received by the DIrector, the Chief Financial Officer, the City Clark, and the Board under ff"mvlslons of this Ordinance, or photographic copies thereof, stall be retained m their possession, subject m all mavonabo times to the inspection of the City, any Holder, Credit Bank, Insurer or Roservo Product Provider, and the agents and representatives themef'. Suction 1303. Successership of Paying Agent and Bond Rnistrar. Any bank or {rust company with or Into which a Paying Agent or Bond Registrar may be merged or wnsolldated, or to which the assets and business or corporate trust business of such Paying Agonl or Bond Registrar, may be sold, shall be deemed the successor of such Paying Agent or Bond Registrar for the purposes of this ordimmnw. If the position eta Paying Agent becomes vacant for any reason, the Board, withla 30 days th*maf er, shall appoint a bank or trust company as Paying Agent or Bond Registrar, as the cm may be, to till such vaeamey and shall publish notice of such appointment at the tmes and in the places as set fbrth in Section 914 hamof Section 1341. Suceascorsh(p ofCity Ofiicon, In the oven[ that the oiHee of any officer or official of the City, the Board or U. Doparhuent who is vested with responsibility under this Ordinance is abolished or any two or mom offices sum merged or consolidated, or in the event of a vacarhey in any such office by maven of death, resignation, removal from office or otherwise, or in the event any such officer or ofiieial baronies incapable of performing the duties of his office by reason of sickness, absence from the City or otherwise, all powers conferred and all obligations and duties imposed upon snob oBicer or official shall be performed by the officer or official succeeding to thepdnctpal functions thermfor by the ofAcor or official upon whom such powers, obligations and duties are imposed by law. C-21 Agent on such date in rospeat of such Variable Rate Bonds in crdar to satisfy the above provisions, the Escrow Agent shall; if requested by the Department, pay the amount of such excess to the Department lure and clear of any bust, lien, pledge or assignment scouring the Bonds or otherwise existing under this Ordinanoe, Option Bonds shall be dcamed to have boon paid in accordance with the provisions above only if them shall have been deposited with the Escrow Agent money in an amount which shall be suffialoat to pay when due don maximum ommtmt of principal of and pmmbon, if any, and Interest on such Bonds which could become payable to the Hoidens of such Bonds upon the exorelso of any options provided to the Holders of such Bonds; provided, however, that if, at the from a deposit is mado with the Escrow Agent, the options originally exercisable by the Holder mfan Option Bond am no outgerexamisablm, such Bond shall not be considered an Option Bond for the purposes hamof. If any portion of the moneys deposited with the Escrow Agent for the payment of ilio principal of and premium, if any, and hdon st on Option Boods is ret regnimd for such Purpose the Esarew Agent shall, if requestod by the Deparbuent, pay the =war of such excess to the Department free and clear of any Wal, Ion, pledge or asslgnmont scouring said Bonds or otherwise existing uodmrthis Ordinance. ARTICLE XIII MISCELLANEOUS PROVISIONS Section 1301. Effed of Covenants. All covenants, stipulations, obligations and agreements of the City, the Board cad the Department contained in this Ordinance shall be doamod to be oovenants, stipulations, obligations and agreements of the City, ilio Board and the Dcpartmont to the full extent authorized or permitted by law, and all suoh covenants, stipulations, obligations and agreements shall bind or Inure to the benefit of the sueoessor or successom thereof from time to time and any officer, board, body or commission to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements is transferred by or in aecordmtee with law. Except as otherwise provided in this Ordbtana, all rights, powers and privileges conferred and duties mid liabilities Imposed upon the City, the Board and the Department or by the provisions of this Ordinance shall be exe clsed or performed by the City Commission or de Board, or the thpartnwnt or by such other officer, board, body or commission as may be .required by Jaw to exercise such powers or to perform such duties. No coyerant, stipulation, obligation or agmermnt herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agant or employee of rho City Commission or t* Board miles individual capacity,. and neither the members of the City Commission or the Board we any official executing the Bonds shall be liable personally on the Bands or ba subject to any porsonal liability or acoountabtity by reason of the hansom tharcriE Section 1302. Mannar of Giving Notice. Any notteo, demand, dbuodon, request or other instrument authorized or mgairod by this Ordinance to be given to or Sled with the City, the Board, the Trustee or the 1998 Bond Insurer shall bu deemed to have been sufffclently given or filed for all purposes of this Ordinance If and when sent by regisb:md mall, return receipt requested; - Section 1305, Inconslslent Onlluarreas, All Onfinances and parts thereof that aro inconsistent with any of the provisions of this Ordinance one hereby declared to be Inapplicable to the proylstons of this Ordinance, Section 1306. Headings Not Pad of Ordinmto s. Any haadings proc ding the tents of tho several Articles end Sections hereof, table of contunts, marginal notes, or f00totcs appended to copies horof shall be sotuly for convenlenea of militating and stall not ewstindri a part of this Ordinance or affect its meaning, construction or affect. Section 1307. City, the Board DcosNmant. TmgthV Bondholders Insumrs Credit Bank and Reserve Froduat Provident Alone Have Rights Under Ordhernw. Except as otherwise expressly provided herein, nothing in this Ordinance, exprossed or implied, Is Intended or shall be construed to confer upon coy person, firm or wrporidion, other than the City, the Baud, the Department, the Tmah:u, the Holders of liands issued under and secured by this Ordlermcc, any Insurer, any Credit Bank and any Reserve Product Provider, any right, remedy or claim, logo[ or equitable, under or by mason of this Ordloanoo. This Ordinance is Intended to be for the sale and exclusive benefit of the City, the Board, tho Department, the Trustee, the Holders, the Insurers, the Credit Banks end the Reserve Product providers. Section 1309, Eflbet of Partial Walk! , If any one or mom of the provisions of this Ordioarsom or of any Bonds or coupons issued heroundar is hold to be Illegal or Invalid, such illegality or Invalidity shall not affect any other provision of this Ordinance or of the Bonds, and this Ordinance and the Bonds shall be construed and enforced m if such Illegal or Invalid provision had not been contained heroin or therein. Section 1309, Slaty Law Governs. 'the Bonds me issued and this Ordinance is adopted with the intent that the laws of the State shall govern 0"tr coostmotion. Section 1310, Ropo.1 of Ordinance 10115, Upon defeasance of the lien of the 1992 Bonds and the 1993 Bonds In nownlnnce with the requirements of Section 1201 thereof, Ohdfnanca No. 10115 abaft bo deemed to have been ropealed. Section 1311. Notiee, The City Clark shall cause to be published once, In a newspaper published In the City, a notice In substantially the fallowing fort: NOTICE NOTICE IS HEREBY GIVEN that Ordinance No, entitled as follows; AN EMERGENCY ORDINANCE OF THE CITY OF MIAMI, FLORIDA AUTHORIZING THE ISSUANCE OF PARKING SYSTEM REVENUR BONDS OFTHE CITY OF MIAMI, FLORIDA, INCLUDING THE ISSUANCE OF AN II4I1IAL SERIES OF BONDS IN AN AGOREOATE PRINCIPAL AMOUNT NOT BXCEEDINO $14,500,000 FOR THE PURPOSE, OF REFUNDING THE OUTSTANDING PARKING SYSTEM REVENUE BONDS, SERIES 1992A OF TLD; CITY AND PAYING THE COSTS OF THE ACQUISITION AND CONSTRUCTION OF PUBLIC PARKING FACILITIES WITHIN THE CORPORATE LIMITS OF THE CITY OF MIAMI; AUTHORIZING THE USE OP DEPARTMENT FUNDS TO DEFEASB THB OUTSTANDING PARKING SYSTEM REVENUE REFUNDING BONDS, SERIES 1993A; PROVIDING FOR THE PAYMENT OF SUCH BONDS AND THE INT13RRST THEREON FROM CERTAIN REVENUES DERIVED BY TME DEPARTMENT OF OFF-STREET PARKING OF THE CITY FROM ITS PARKING SYSTEM AND OTHER AMOUNTS AS PROVIDED HEREIN; AUTHORIZING. OTHER CLASSES OF INDEBTEDNESS TO BE SECURED AS HEREIN PROVIDED; SBTITNO PORTH THE RIGHTS AND REMEDIES OF THE HOLDERS OF SUCH BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CON'NECTTON T.'HEREWIT14 AND PROVIDING AN EFFECTIVE DATE, was duly adopted by the City Commission of the City of Moral, Florida, on the day Of- 1998. Any action or proceeding to contost the validity of said Ordinance or any of its provlsioos must be oommeneed within thirty (30) days after the publioatlon of this natice. After the oxpimtim of such period of limitation, no right ofaatloo at defense founded upon the invalidity of odd Ordinanco army crits provisions shall be assort, 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 codon or proceeding commoncod within such periods. By order of the City Commission of tiro City of Miami, Florida City Clerk Scellon 1312. Provisions Rolatiaz to Insurers. Notwithslandiag any other provisions of this Ordinance to the contrary, Use following provIdons shalt apply with respect to the 1998 Bonds of any Additional Bonds homahcr issued the timely payment of the principal of and Interest on which is insured by a Bond Insurance Policy; (a) Except as ntham4m provided in paragraph (a) below, an Insuror shall be dc=W to be dto Holder of heeh Bond Insured by it for po poses aF rwnaoat to Ina execution and delivery of any supplemental orlinanae or resolution or any amendment, supplement or change to or modification of this Ordinunco and approval of any other ocdoo which requires the consent of Bondholders whose Bonds arc insured by such Insurer. (b) Except as othorwiso provided in paragraph (e) below, upon the occurrence and contnumw of an Event of Dofault, an insorar spall be deemed to be the Holder of each Bond insured by It for purposes of directing the enforccan nt and exorcising of rights and then and In any such event such Insurer shall not be entitled to any rights spoelffeally granted to It heroin to consent to, opprovo or podicipato in any actions proposed to be taken by the City [or the Department), the Trustee, a Bondholder or any of them pursuant to this Ordinance or to mcelve say notices or other documents or 3nslnvments, [SIGYATURES OMITTBD1 C-22 romodles grunted to the Bondholders under this Ordinaneo, and such Insumrsball also ba entillad to approve all waivers of Events of Default with rosped to Bonds insured by the Insurer. Notwithstanding the foregoing, however, any notices of Evonts of Dethult hereunder required to be sant to Bondholders shall bo sent to Bondholders as well as ouch insurer. (a) in the event that the principal ant(Vor interest due on Bonds immd by an Insurer shall W paid by such Insurer pursuant to Its Bond Iusum oe Policy, such Bonds shall mmain outstanding for all purposes, not be defeased or otherwise satisfied and not be considered patd by the Issuer, and the pledge created under this Ordinance and all covenants, agreements and other obligations of 1ho Issuer to the Holders tharcof shalt continuo to exist and shall ren to the benefit of such Insurer and the Insurer shall be subrogalerl 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 u Sados of Bands pursuant to the previsions of this Ordinance shall also be given to the Insurer providing the Bond Insurance Policy with mspoot to such Series of Bonds, (e) Notwithstanding any other provision contained in this Section 1312 or elsewhere In this Ordinance to the commryt (i) ]fan Insurer shall be in default In the due and punctual performance of its obligations under its Bond insurance Policy or if such policy for whatever reason is not then cnbrucable and In fall force and offcoi; or (it) If an Insurer shall apply for or consent to the appointment of a nxciver, eustodisa, trustee or liquidator of such lnsnror or of all or a subsaantial part of its assets, or shall admit in writing its inability, or be gencmlly unable, to pay its debts as such debts become due, or shall make a goneral assignment far Use benefit of its creditors, or commence a volunt ry case under Use Fedoml Bankruptcy Code (as now or homaRer in effect) or shall tide a petition seeking to take advantage of any other law minting to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, or shall fall to consent in a timely and appropriate manner, or acquiesce in writing lo, any other petition filed against such Insurer In any involuntary case under said Federal 13aakruptey Code, a shall take any other action for the purpose of oftting the foregoing; or (ill) If a proceeding or am shall be commenced without the application or consent of an Insurer, in any court of oompotunt jurisdiction seeking the liquidation, reorgad imfion, dissolution, winding up or composition or rosdjusimem of debts of such Insurer or the oppoinitnant of a trusteo, receiver, custodian, or liquidator or the like of tho Ensurer or of all or a substantial part of its assets, or similar relief with respect to the hnnuer under any law relating to bankruptcy, Insolvency, reorganization, wloding up or composition or adjust mont of debts, and such proceeding or case shall continue undismissod and an order, judgment or decroo approving or ordering any of the foregoing shall be encored and continuo unstayed In affect far a period of sixty (60) drys from the commonwroont of such proceedings or case, or any order for relief against the Insurer shall be entered in an Involantaty case under said Federal Bankruptcy Code; SERIES 2009 ORDINANCE ORDINANCE NO, 13092 AN ORDINANCE OP THE CITY OF MIAMI, FLORIDA (WITH ATTACHMENTS), SUPPLEMRNTl?,G THAT CERTAIN ORDINANCE NO. 11693 BNACFED BY THE CITY COMMISSION ON AUGUST 14, 1998, AS FURTHER AMENDED AND SUPPLEMENTED; AGTHORMNG 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 ANT)/OR A TAXABLE BASIS, FOR THE PURPOSE OF REFUNDING ON A CURRENT BASIS ALL OF ITS OUTSTANDING TAX-EXEMFI' VARIABLE RATE PARKING SYSTEM REVENUE REFUNDING BONDS, SERIES 2008 AND ALL. OF IT'S OUTSTANDING TAXABLE VARIABLE RATE PARTING SYSTEM REVENUE REFUNDING BONDS, SERIES 2W9 AND FINANCING THE. ACQUISITION, CONSTRUCHON AND INSTALLATION OF CERTAIN PARKING FACILITIES; PROVIDING FOR THE FUNDING OF THR RESERVE ACCOUNT; PROVIDING FOR TUB PAYMENT OF CERTAIN COSTS OF ISSUANCE IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2009 BONDS; MAKING CERTAIN FINDINGS AND DETERMINATIONS; DELEGATING TO THE CITY MANAGER THE DETERMINATION OF CERTAIN MATTERS AND DETAILS CONCERNING THE BONDS; APPROVING THE SENDING OF A CONDITIONAL NOTICE OF REDEMPTION; AUTHORIZING THE REFUNDING OF THE SERIES 2009 BONDS; APPROVING THE SERIES 2009 PROJECT; AUTHORIZING THE TERMINATION OF THE SWAP ENTERED INTO IN CONNECTION W17B THBTAX-EXEMPT SERIES 2D08 BONDS AND PROVIDING FOR PAYMENT OF ANY TERMINATION PAYMENT IN CONNECTION THEREWITH AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TERMINATION AGREEMENT; RATIFYING, CONFIRMING AND APPROVING THE SELECTION OF THE UNDERWRITERS AND LEGAL COUNSEL BV THE DEPARTMENT FOR THE BONDS; AUTHORIZING A NEGOTIAT13D SALE OF THE BONDS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE BOND PURCHASE AGREEMENTS; APPROVING UNCERTIFICATED BOOK -ENTRY ONLY REGISTRATION OF THE BONDS; APPROVING THE FORM AND AUTHORIZING THE DISTRIBUTION OF ONE OR MORE PRELIMINARY OFFICIAL STATEMENTS AND OFFICIAL STAIRMENTS AND PROVIDING FOR THE SELECTION OF A FINANCIAL PRINTER THEREFOR; DESIONATING A TRUSTEE, PAYING AGENT AND BOND REGISTRAR; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE TRUSTEE, PAYING AOBNT 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 CBRTtFICATIOTI, L,L.C., AS DISSEMINATION AGENT THEREUNDER; AUTHORIZING THE DIRECTOR OF TGG DEPARTMENTTO NEGOTIATE FOR AND OBTAIN ONE OR MORE BOND INSURANCE POLICIES AND/OR RESERVE PRODUCTS AND THE CITY M kNAGER TO EXECUTE AND DELNER ANY AGREEMENTS IN CONNECTION THEREWITH; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY AND THE DEPARTMENT TO TAKE ALL ACTIONS DEEMED NECESSARY OR REQUIRED IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2009 BONDS, THE REFUNDING OF THE SERIES 2005 BONDS AND THE TBRMINA7TON OF THE SWAP; PROVIDING FOR• SEVERABILITY AND PROVIDING AN EFFECITVE DATE, WHEREAS, pursuant to Ordinance No. 11693, tended 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 11719, enacted by the City Commisslon on October 27, 1998 (collectively, the "1998 Bond Oldinanoo"), the City Issued its $13,490,OM Original aggregate principal runouat of Parking System Revenuo Refunding Bonds, Series 1998, (the "Sarios 1998 Bonds') of which $5,925,000 eggmgAe principal amount is currently mastand-Ong; WHEREAS, the Series 199$ Bonds were issued to refund and date= all other parking bonds previously Issued by the City punsuma to a grparate bond ordinance sad to finance the vest of certain public parking improvements; WHEREAS, Pursuant to Ordinance No. 12457, enacted by tho City Commission on December 18, 2003, as supplemented and amended by Ordinance No, 12778, enacted by the City Commission on March 9, 2006 (collectively, the "Series 2006 Ordinan"o), the City Issued as Additional Bonds under the 1998 Bond Ordinance its $16,505,000 original aggregate prinolpal amount of T ax -Exempt Variable Rate Parking System Revenue Weds. Sedxs 2006 (tho'Tax- Exempt Series 2006 Bonds') and $3,550,000 Taxable Variable Rate Pa&jng System Revanuo 2009 Boadd' and, together with tho Now Money Series 2009 Bands, tho "gorlos 20119 Rends'), in an aggregate pdnelpal amount not to exceed $70,000,000; and WHEREAS, the Series 2009 Bond are to be Issued as Additional Bonds under the 1998 Bond Ordinance for the purpose of providing fords, together with oder available moneys, to (i) refund on a current basis all of the Refunded Bonds, (i) finance the 0031 of aequldtbon, construction and installation of the Series 2009 Project, (ill) pay any Wrminaldon payment In connection with tho termination of the 2008 Swap Agreement, If any, (iv) provide for tho payment of a Reserve Product or provelo funds for deposit to the Reserve Account, and (v) pay the east of issuanoe of the Series 2009 Bads; NOW, THEREFORE, BE IT ORDA IN ED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: C-23 Bonds, Series 2D06 (the "Taxable Sades 2006 Bonds" and, togothcr with the Tax -Exempt Series 2006 Bonds, the "Series 2006 Bonds") all of which were refunded as described below; WHEREAS, on March 30. 2006, the City amended Its forward starting Interest rate swap agreement dated OWober 12, 2004, consisting of an ISDA Master Agreement, a Schedule to Qe Master Agreement and a Confimua ton (as amendod, collectively mfsrted to, the "2006 Swap Agreement') with Bev Steams Capita! Markets, Inc. (the "2006 Coun}erpmfy"), entered into In connection with the issuance of tha Tax -Exempt Sodas 2006 Bonds; WHEREAS, pursuant to Ordinance No. 13011 enacted by the City Commission on July 10, 2008 (the "Series 2008 Ordlarmou') the City Issued as Additional Bonds under the 1998 Bond Ordinance Its $37,070,000 original aggregate principal amount of Tsx•Rwrapl Variable Rate Parking System Revenue Refunding Bonds, Series 2008 (the "Tax -Exempt Sorics 2008 Bonds'), ell of which is currently Outstanding and its $3,880,110 original aggregate principal amount of Taxable Variable Rate Parking System Revenue Refunding Bonds. Series 2DOS (the "Paxablo Series2008 Bonds' and together with fie Tax -Exempt Buries 2008 Bonds, the "Series 2008 Bonds'), all ofwhtch Is currently outstanding; WHEREAS, the Series 2008 Bonds "oro issued to provide funds, together with other available moneys, to (i) refund on a current basis all of tho Solos 2006 Bonds, and (t) pay the costs of issuance of tho Series 2008 Bonds; WHEREAS, on August 28, 2008 the City and the 21116 Counterpady amended the terms of tho 2006 Swap Agreement to provide drat the 2006 Swap Agreenrant would relate to the Tax. Exempt Sorks 2008 Bonds, end was further amended on January 15, 2009 (the 2016 Swap Agmemen% as amended is referred to M;rola as, the "2008 Swap Agreement'), to replace the 2006 Cowdoipatty with JPMcrgan Chase Bank N,A, (the "2008 Coomwrpauty'); WHEREAS, duo to the voladlity of the current municipal bond marret and the Increased we relating to the provision of Altemam Bond Credit Facilities with respect to the Tax -Exempt Sudrs 2008 Bonds and the Taxable Sedos 2008 Bonds, the City denims to provide for the refunding of all of flee Sedos 2008 Bonds (hcmloaiter referred to collectively w the "Refunded Bonds') on a fixed rate basis; WHEREAS, in addition to the refunding of the Rofmded Bonds, the City has determined that it is in the best Interest of the citL=s of the City that It Woo Additional Bonds under and pursuant to the 1998 Bond Ordinance mrd this Series Ordinance to finance the cost of certain public parking Impmvemcnts as mora parduularly described herein (the "Sunos 2009 Project'); WHEREAS, tie City desires to issue as Fixed Rata Bonds, in one or more Series, (1) its Parking System Revenue Bonds, Tax -Exempt Series 2009 (the "Naw Money Tarr -Exempt Series 2OW Bonds'); (II) Its Parking System Revenue Bonds, Taxable Series 2009 (the 'Now Money Taxable Series 2009 Bonds" and, together with the Now Money Tax -Exempt Series 2009 Bards, the "Flew Money Series 2009 Bands'); (IM Its Parking System Revewo Rafimding Bonds, Tax- Bxempt Series 2009 (the "Refunding Tax-Exompl Series 2009 Bonds'); and (iv) Its Parking System Revenue Refunding Bonds, Taxable Series 2009 (the'TWfuading Taxable Serial 2009 Bonds" and together with the ROfunding Tex-Eaumpt Sades 2009 Bonds, the "Rcfundlug Series TABLE OF CONTENTS Page ARTICLE I AUTHORITY AND DEFINITIONS Scdlon 1.01. Authority...... ....„....... »,.............. 1 Section 1,02. Incorporation of Recitals-...................................................,................................ Section1.03, Meaning of Words and Terms .................... -............................... ..,,...,.................. 1 ARTICLE[] FINDINGS Section 2.01, Findings and Delermdnadons............................................................................3 ARTICLE ill THIS INSTRUMENTTO CONSTITUTE CONTRACT S,C(100.01, ContntcL............................ ..... ................................................................,,.....4 ARTICLE IV AUTHORIZATION OF REFUNDING OF THE REFUNDED BONDS; THE SERIFS 2009 PROJECT; DESCRIPTION, FORM AND TERMS OF SERIES 2009 BONDS Section 4.01. Authority for Refunding ofitafunded Bonds; the Series 2009 Project and Authorisuhon for the Issuanoo of tho Series 2009 Bonds,,,,... 5 Section 4.02, Form, Denomlamlons, Date, IMarwst Rates and Maturity Dates 6 Sootion 4.03. Redemption provisions for the Series 2009 Bonds— ................ I I ............. I Section 4.04, Exeaudon of Series 2009 Bonds ... ......... ..............................................................8 Section COS. Authentication of the Series 1009 Bonds .......... .....„,........... ......... _........... ......_....8 Section 4.06. Book -Entry Only System .............. - ... ,.......,.........., ..............................9 ARTICLE V APPROVALS RELATING TO SWAP TERMINATION; AUTHORIZATION OF SALE OF THE SERIES 21109 BONDS;APPLICATION OF PROCEEDS AND CREATION OF ACCOUNTS Section 5.01. Approval of the Termination ofthe 2008 Swap Agreement and Authorization of a Swap Termination Payment .................... l2 Section 5.02. Authorization and Approval ofNegodated Sale oftho Series 2009 Bonds; Autbodmilon and Approval of Oneor Mose Bond Purchase Agreements....,.... 12 Section 5.03, Application of Series 2009 Bond Proceeds; Creation o f Bodes 2009 Project Account and Cost of Issuance Subacoount............. ......... _..................... 13 Section 5,04. Bond Fund Accounts and Subaccetnts ............................................................... 13 Section 5.03. Relate Account ...................... ............................................................... 13 ARTICLE VI AUTHORIZATION AND APPROVAL OF 9FHERFINANCING DOCUMENTS Soction 6.01. Approval of form of One or Moro Trustee, Paying Agent and Ragispar Agreements; Appointment of Paying Agent and Bond Regisuar....................... 14 Sectlon 6,02, Pwliminary Official Statements; OftioW SWcments„....................................... 14 TABLE OF CONTENTS (continued) Page Section 6.07. Approval oftho Pram of One or Mom Diselosuro Dlssomiabon Agent Agreements; Appointment of Dlssomination Agent ............................................ 14 Section 6,04. Bond Insurance Policy and/or Rase-iYo Product ......... _........................................ 15 ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.01, Ratification of Soleetion of Underwdom and Legal Counsel. Tho City Commission hereby refines, confirms and approves the selection of the Underwriters with respect to the Soft" 21109 Bonds by the Department,,,,,,,,.,,, 16 Section 7.02, Further Authorizations ......................... ................................... .-.............. ,.......... 16 Sootion 203. Appllcabl4ty ofTerms end Provision of the 1998 Bond Ordinance—, -- 16 Section7.04. Scvorabdlity,....................................................................................................16 Section 7.03. Na `Ibird-Party Baneflciaries...........................................................................- 16 Section 7,06, Controlling Law; Members of City Not Liahle......................... ...... .................. 17 Section 7.07. Repeal of Inconsistent Ordleances.................... ....................... ................ ............ l7 Socflan 7,08, Effective Data ,...................,................................................. 18 Exhibit A - Fann fBond Exhibit B - Form ofTonnlnadon Agreement Exhibit C - Form of Bond Purchase Agreomant Exhibit D -Form of Trustee, Paying Agent and Reglsbar Agreement Exhibit E - Form a fproliminary Official Statomont Exbibit F - Form of Disclaeuas Dissemination Agent.Agn:emdnt "Financed Adviser" means with respect to the Series 2009 Bonds, First Southwest Company. "Seeurlties Depository" means The Depository Trost Company (a Ilaided paipow trust company), Now York, New York, ("DTC') until any successor Seouridea Depository shall have become such pursuant to the oppliasblo provisions of this Series Ordinance and, thereafter, "Sccudfles Depositary" shall mann the successor Secuddes Depository. Any Securities Depositary shall be a securities depository that is a clearing agency under federal law operating and maintaining, with its participants or otherwise, a book entry system to record ownership of beneficial da Wrests in Series 2009 Bonds, and to effect tmnafars of Series 2009 Bonds, In book - entry torah, "Serres 2009 Pealed" moans, collectively, the acquisition, construction and installation ofis portion of the Courthouse Gauge, as more particularly described herein, the acquisition and Installation of PAD machksas as described herein, acrd other impmvumonts to the Parking System, as determined by the Department, including but not limited to electronic parking motors, replacement of vahtalos and other Parking System improvements, "Swap Termination Payment" means the payment, if any, owed by the City to the 2008 Counterparty upon early lamtination of the 2008 Swap Agreement. "Underwriters" means collectively, Mamll Lynch, Pitirco, Fenner & Smith Incorporated, m mprosentativo of itself and Y.P. Morgan Securities Ino„ RBC Capitol Markets Corporation, Raymond lames & Associates, Inc. and Goldman Sachs & Co. (End cf Aidolo IJ C-24 ARTICLE XIV ALrTHORITY AND DEFINITIONS Section 1401. Authority. This Ordinance Is onacted and Implemented pursusnt to the Constitution and laws of the State of Plodda, bioludhsg without limitation, Chapter 166, Ffodda Statutes, the Charter of the City end Suctions 209 and 211 of the 1998 Bood Ordinance. This Ordinance shall constitute the "Series Ordinance" for the Series 2009 Bonds as defined in the 1998 Bond ordinance, Section 1402. Incorporation of Recitals. Toe City Commission hereby finds and &&memos and does hereby Incorporate as part of this Series Ordinance the matters set forth in the foregoing teoilets, Section 1403, Marini! of Words and Terms, All terms used heroin in capitalized Com, except as otherwise defined herein, shall have the meanings ascribed thereto in Section 101 of the 1998 Bond Ordinance, The terms %orcln,c "horehy," "hereunder," "horelnaBor" and other equivalent words refer to this Series Ordinance as a whole. Words importing singular number shall include the plural number in each ease and vice versa, and words Importing persons shall include firms, corpordlons or otherendito includinggovemmants or govommonial bodies. Words of die mascullse gender shall be doomed and construed to Include corulatiro words of the fnabdoo and nenmal genden, As used herein ore following terms shall have the moanlugs sat forth below. "Board"means the Off -Street Parking Board created by the Charter of the City. "Bond Purohase Agreement" means the Bond Perch= Agreement substnutially in the form attached to this Buries Ordinance as Exhibit "C" hereto Indweem the UndanvriWrs and the City with n isped to the sale of the Series 2009 Bonds from the City to the Underwriters, "Chairman" means the Chairman of the Bound or the officer succeeding to the Chalmian's principal functions, "Chkf F3nanetal OfBeer" means rhe Chlef Financial Office, of the Department or his doslgaes or the of leor succeeding the Chlof Pinenciai Offloor's principal functions, "Dircetor" means the Chief Executive Officer of the Department or his desipeo, or the a Moor succeeding to the Director's pdnelpal fanetions, "Department" means the Department of Off -Street Parking of the City created by the Charter of the City or the department, boar or body succeeding such D uparhnant by whatever arae at the time given to such Dopartmont and having Jurisdiction over or control of the Parking System, "Flaed Rate Bands" means bonds which bear interest at a We fixed to their maturity date. ARTICLEXV PINDINOS Section 1501, Findtnea and Determinafians, It is hereby ascarWried, detomdned and declared that: (1) It Is In the best interests of the City, its citizens and taxpayers to low the Refunding Sacks 2009 Bonds as Fixed Rate Bonds in order to provide for a refunding of all of tho RCBmded Bonds. (2) 'Che 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 authoriaxd under the 098 Bond Ordnance and this Sedes Ordinance to issue refunding bonds and to deposit the proceeds thereof with the Trades under the 1998 Ordinance and the Series 2005 Ordinance far the payment when due of the principal of and Interest on the Refunded Bonds. (4) Because or the unsettled and tumultuous nature of the municipal bond market, it may be necessary to Issue tha Series 2009 Bonds In multipto Series over a period of lima, with ouch Series of the Series 2009 Bonds potentially having diffstat - dotaels and characteristics, subject to tho paramators sot forth heroin, (5) It is necessary In connection with the refunding of the Rufimded Bonds to terminate the 2008 Swap Agreement, and to pay to die 2008 Counterparty a Swap Twinduatlon Payment, In cormeetion therewith, (6) In accordance with Section 218.385(1), Florida Statutes, as amended, the City Commission hereby fends, dotormias and declares Nett a negotiated sale of the 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 the Refunding Series 2009 Boads as re0mding bonds and to provide for the redemption of all of the Refunded Bonds, and to provide the lowest interest into possible for the Now Money Strias 2009 Bonds [End of Articlo 11] ARTICLE XVl THIS INSTRUMENT TO CONSTITUTE COMIRACT Sedbn 1601. Contricl. In cwhsideratlan of rho acceptance of the Series 2004 13otds authorized to be issued hereunder by those who shall hold the same tom time to time, the 1998 Bond Ordinance as supplemented by this Sodas Geditu nos shall bo deemed to be and shall co stimte a contract between the City and the Bondholders, The oovonmis and agreements heroin sot forth and in the 1998 Band Ordinance to be porfenned by the City "I be for the equal benefit, protcoGon and securityof tho Bondholdora of the SoAn 2009 Bonds and all Sorin 2009 Bonds shall be croquet rank and without preference, priority or dislinction over any other Series 2009 Bond or any Outstanding Bonds and with any Additional Bonds hereafter issued and Qualifted Derivative Payments related to any Bonds issued under the 1998 Bond Ordinance, if any, axecpt as axprossfy provided howls. [End of Artiolo llll determined by the City Manager and as set forth In such Burd Purchase Agreemeol, for Bre purpose of, together with other available moneys, (1) refunding on a current basis all of the Refunded Bonds; (11) financing the cost of the Series 2009 Project, (ill) paying a Swap Termination Payment, if any; (lv) providing for tiro payment of a Reserve Product or providing funds for deposit to the Reserve Accent said (v) paying the costs of issuance critter Series 2009 Bonds. Each Series of Series 2009 Bouds shall be separate and disRnd fi'mrt the other Series of Series 2009 Bonds Por all purposes of this Series Ordinance and the 1998 Bond Ordinance. Notwithstanding anything to the corthaty wiftal and herein, no Series of Sodas 2009 Bonds shall be issued until live City has compiled with the mquirements for the issuance of such Series of Sarin 2009 Bonds as Additional Bonds under the 1999 Bond Ordinance, as supplemented hereby. Section 1702. Form, Denominations, Data Interest Rates and Maturity Dates. Each Series of Serios 2009 Bands are issuable only in fully registered form and shall be in substantially the toms thereof set forth In Exhibit "A" to this Series Orditmueo, with such appropriate variations, omissions and insertions as tray be required thereto and approved by the City Manager, The Buries 2009 Bonds shall be lssucul-m Fixed Rate Bonds in denominations of $5,000 orany multiple Ihcroof, or such other denominations and at such times as determined by the City Manager, Each Sodas of Series 2009 Bonds shall be dated their date of issuance, shall be issued In such principal smounts, shall bear interest from the date thuntof, payable on the first day of April end October of each year (each on'Tnterest Payment Data'% at such rates and shall nature on the first day of October of each year in ac ordace with the maturity sahodula set forth In the Bond Purehaso Agreement, but not later than October I, 2039, may be subject to optional redemption, provided that any premium on such optional redemption does not exceed 101% of the principal amount to be redeemed, may be Issued as Serial Bonds and/or Term Bonds and If such Sodas 2009 Bonds are issued m Term Bonds, be subject to payment from Sinking Fand Requirements by opomthhn of the Sinking Fund Account as sat forth in the Bond Purchase Agreement, as such dates, principal amounts, rates, and maturity schedule, may be approved by the Chairman and Ute City Mnnagor, with the oxecullon and delivery of the Bond Purchase Agrocment as described in Section 5.02 humor being conclusive evidence of the City's approve]; Provided. however, that tie Sedes 2009 Bonds shalt be said to the Undorwritan at not less than ninety-nine percent (99°f•) (inoluding undorwriters' discount but excluding original issue discount or premium) of the original principal amount of the Series 2009 Bonds and at a true intemst cast onto not to exceed seven and one-half portent (7 Ir'2%) or annum with respect to the Tax -Exempt Sodas 2009 Bonds and net to exceed night and ono -half percent (8 1121K) par annum with respect to the Taxable Series 209 Bonds. Series 2009 Bonds shall be numbered cortsomflyely from R-1- and upwards. Subject to the foregoing, the aggregate principal amount, ma ar tim, Interest rates and other Inoue; of the Series 2009 Bonds shall be as approved and determined by the Chairman and City Manager and set forth In tho Bond Purchase Agreement, with the execution and delivery of the Bond Pumhaso Agreement by the Chalmsan and [he City Manager being conclusive evidence of the City's approval of the final detdls and prices of such Series of Sorios 2009 Bonds. The Series 2009 Bonds may have andorsed thereon such legonds or taxi as may be necessary or appropriate to conform to any applicable rules and regulations of any govonuaental authority or any usuge or requirement of law with respect thento. C-25 ARTICLE XVII AUTHORIZATION OF REFUN DWO OF TIM, REFUNDED BONDS; THE SERIES 2009 PROJECT; DESCRIPTION, POEM AND TERMS OF SERIES 2009 BONDS Section 1701. Authority for Refunding *(Refunded Bondst the Series 2009 Prolcet and Autborization for the Issumoe of the Sarin 2009 Bonds, The City hereby authorizes the issuance of the Sarin 2009 Bonds from time to tlmo, in ono or more Series and the eumnt wfimding of alt of the Refunded Bonds. Any authorized officor of the City is hereby directed to deliver or cause to be delivered to the holders of the Refunded Bonds all appropriate notices regarding the re lamp0on of the Refunded Bonds as set forth in the Sodas 2008 Ordinance, The City horeby approves the aequisi on, consWa Pion and iuslallation of the Sodas 2009 Project, as mom par leulmiy describod as follows; The 2009 Project consists of the acquisition and constiecdon or the acquisition and installation of oo follosring; • A portion of a parking garago containing approximately 700 parking spaces with approximately 34,000 square feet ("s,£') ofefiiw apace and appraximatoly 4,500 s,f of commercial retalUrostaumat n odul space on the ground Boor (collectively referred to heroic as tho r01 Garage'). The GI G"o will replace the existing $15 parking space garage and a 41 parking space surface lot currently owned and operated by the Department. The Department antlalpates utillzing approximately 12,000 s.e. of office space Itself or to lease such space to other governmental action. • Pay and Display automated parking molers ("PAD'). no Department expects to purchaso end Install additional PAD's. PAD's am muld-apace pay stations drat will replace individual on-atnrt parking matersand attendants In off-street parking lots, which arc programmed to accept coins, credit cards and debit cards for payment. • Miseellancovs other projects that are smaller in slu including, but not limited to electronic packing meters, replacement of vehicles and other Improvements to the Parking System. The Series 2009 Project Is considered an Additional System Facilities purasant to the 1998 Band Ordinance. Subject and pursuant to the provisions hereof, the Sados 2009 Bonds to be known as the "City of Miami, Florida Parking System Revenue Bonds, Tax -Exempt Series 2009", "City of Miami, Florida Parking System Ravenna Bonds, Taxable Series 2009", "City of Munni, Florida Parking System Revenue Rafunding Bonds, Tax -Exempt Sasfes 2009" and "City of Miami, Florida Parking System Revenue Refunding Bonds, Taxable Sarin 2OW, a; appropdate, she hereby anthorized to be Issued at ono tuna or from time to time as needed in one or mora Sadn, separately or combined, in an aggregate principal amours not to exceed Saventy Milken Dollars ($70,000,000), with the numbers of Sorlvs and the exact pddcipal amount for such Series to be Except as otherwiseprovided in Section 4.06 hereof, the principal of and redemption premium, If any, on the Series 2009 Bonds shall be payable upon prascntation and surrender at the principal office of the Paying Agent, Interest on the Series 2009 Bonds shall ba paid by check or draft drawn upon the Paying Agent and mailed to the rogf denA owners of the Series 2009 Bonds at the addresses ss they appear on Bre registration books malatained by the Bond Registrar at the close of business on the 15th day (whether or not a business day) of the month next preceding the Interest Payment Data (the "Record Date'), irrespective of any transfer or exchango of such Series 2009 Bonds subsequent to such Record Date and prior to such Interest Payment Date, unless the City shall be in default in payescot of Interest duo on such inidrost Paymant Data; provided, howover, that (1) If ownership of Series 2009 Bonds is maintained In a bock -entry only system by a Securities Depository, such payment may, be made by automatic funds transfer (w1m) to such Scourides Depository or Its comineo or (it) if such Sedes 2009 Bonds am not maintained In a book -entry only system by a Securities Depository, upon written request of the Holder of $1,000,000 or more in principal amount of Series 2009 Bonds, such payments may be made by wine transfer to the bank and bank account specified in writing by such Wtior (woh bank being a bank within the continental United States), if such Holder bas advanced to the Paying Agent the amount necessary to pay the cost of such tris: hunslbr or authorized the Paying Agent to deduct the cost of such wire transfer from Use payment due such Holder. In the event of any default In the payment of interest, such defaulted h teresl shag be payable to the persons in whose names such Series 2009 Bonds are registered at the close of business on a special record data for the payment of and defaulted interest as established by nodco dopositel In the U.S. mails, postage prepaid, by the Paying Agent to tho rugistored Owners of the Series 2009 Boads not less than fifteen (15) days preceding such special record date. Such nedce shall be mailed to the persons in whose names the Seder 2009 Bonds are reglstored at tha close of inigmess on the fifth (5th) day (whetheror not a business day) preceding the data of mailing. Interest on the Series 2009 Bonds shall bo computed on the basis of a 360. day you of twelve 30 -day mottos. Section 1703. Rodempton Provisions, for the Series 2009 Bonds, (1) Optional Redemption. Tho Series 2009 Bonds may be suWM to ademption prior to mamdty at the option of the City, In whole or in part at such time or traces, and at the redampton prices, as approved and detcmtined by the Chairman and the City NLwWcr, as set forth in the Bond Purchase Agrcemeng provided, however, the redemption premium on the Series 2009 Bonds shad] not exceed the amount sot forth in Socton 4.02 hereof. The execution, and delivery of the Bond Purchase Agmament by the Cha curs and the City Manager shall be conolmive evidence of the City's approval of the optional redemption provisions eonlumoul therein relating to the Soder 2009 Bonds, (2) Mandatory Sinking Fund Redomntion, The Series 2009 Bonds consisting of Term Bonds, if any, shall be subject to mandatory redemption prior to maturity to the s. -o mt of the Sinking Fund Requirements therefor d the principal amount of such Series 2009 Bonds to be redeemed, plus accrued interest to the data fixed for redemption, but without premium, for which there is a Sinking Fund Regnuremant due on such Series 20119 Bonds. Tho Sinking Furl Requirements and redemption date or dates for the Series 2009 Bonds consisting ofTeon Bonds shall be as approved and determined by the Chairman and the City Manger, all as set forth In the Bond Purchase Agreement. The execution and delivery of the Bond Purchase, Agreement by the Chairman and the City Manager shall be conclusive evidence of the Citys approval of the mandatory sinking fund redemption pmvisians contained theroia relating to the Sodas 2009 Bonds. (3) Bxtmordinary Optional Redemodon, no Series 2009 Bonds are subject to wusordinaryoptional mdemption as providad In Section 302 of the MR Bond Ordinanco, we whole or is pan at any time upoa payment of 100% of the principal amount of the Sanas 2004 Bonds to be mdcomad, plus iatomst accrued to the rodempflon data, If the Department uxeroisas Its option to redeem tho Series 2009 Bards pursuant to Section 710 of the 1998 Bond Ordinance. (4) Notice of Redcmotion of rise Series 2009 Bonds, Except he otherwise provided herein, notice of ademption of tho Series 2009 Bonds shall bow provided In Section 304 of tho 1998 Bond Ordinance. Notwithslarding anything to the contrary contained herein and In the 1998 Bond Ordinance, so long as the Series 2009 Bonds are held under a book -entry system by a gaeudlies Depository, nations of rodemption shall W sent only to the Sonorities Depository or its nominee. Soleotlon of book-ontry Interests in the Socias 2009 Bonds called, and notice of the call to the owners of tiose Interests called, is the responsibility of the Sccurides Depository pursuant to Its rules cad procedures, and of its participants and indimat panioipams. Any failure of the Securities Depository to advise any participant, or of any participant or any Indirect pardpipant to notify the owner of a book afty interest, of any such notice and its content or efibet shall not affect die validity of any precesdings for the ndompdea of any Series 2009 Bonds, if applicable, in the case of optional rorkemption only, such nodoc may be given as a conditional notion of redemption, in which case such notice shall state the condition and provide that if such condition Is not met on or prior to such redemption dam, no such redemption shall occur. Section 1704. Execution of Sarins 2009 Bonds, The Sodes 2009 Bonds shall be executed in the name of the City by the City Masager and the seal of pro City shall be Imprinted, reproduced or lithographed on the Was 2009 Bonds and aliasted to and countersigned by the City Clerk, In addition, the City Attorney shall sign the Sodas 2004 Bonds, showing approval of the form and correctness ihorcef. Thu signatures of the City Manager, the City Clerk and the City Attorney on the Series 2009 Bonds may W by facsimile, If any effacer whose signature appears on the Series 2OD9 Bonds causes to hold office before the delivery of the Series 2009 Bonds, his signature shall mmunholess be valid and sufficient for all purposes. In additlon, arty Series 2009 Bond may bear the signature of, or may be signed by, such parsons as at the actual time of execution of such Series 2009 Bond shall be the proper officers to sign such Sodas 20D4 Bond, although at the data of such Series 2009 Bond or the data of dolivory theroaf such persons may not have been such officers. Section 1745. Authentication of the Series 2609 Bonds. Only such of the swiss 2009 Bonds as shall have been endorsed thereon by a cortdflo de of authmaution stinmr iially in the form set forth in Exhibit A, duly manually executed by the Bond Registrar, shill be onfided to any right or benaft under this Series Ordinance or On 1998 Bond Ordinanoo No Sodas 2009 Bond shall be valid or obligatory for any purpose unless and until such eeriiferate of. 2009 Bonds, for the purpose of giving notices of ademption and other matters, with expect to such Sodas 2009 Bonds, for the purpose of registering transfers with respect to such Soder 2009 Bonds, and for all other purposes whataarvor, no Paying Agent shall pay ail principal of, redemption premium, If any, and interest on such Series 2009 Bonds only to or upon the order of DTC (ar any such other depository then in affect) and all such payments shall be valid and affective to fully satisfy and dischargo the City's obligations with respect to payment of prinoipal of, redemption premium, If any, and Interest an such Series 2009 Bonds to tho extent of the sum or sums so paid. No person otter than DTC (or any such other Securities Depository than in effect) shall receive Series 2009 Bonds svidmoing the obligation of the City to snake payments of amounts duo pursuant to this Series Ordinance. Upon delivery by DTC (or any such other Securities Dopository then in effeal) to the City of written notice to the effect that DTC (or any such other Secuddes Depository then In otTi ot) bas detetminad to substitute a new nominee In place of an existing nominee, and subject to the previsions in this Serles Ordinance with respect to lderest checks or dmM being malted to the registered Owners at the close of business on the Record Data, the name of the existing nominee in this Sodas Ordinance ahall refor to such new nom[nee, (a) The Securitioa Depository may dotetmine to discontinue providing its services wldt respect to the Series 2009 Bonds at any time by giving writion notice to the City and the Bond Regislmr and disolwrging its responsibilities with respect thereto under applicabielew, (b) The City, In its sole discretion and without the cotsant of any other person, may tam maim the services of a Securities Depository with respect to the Series 2009 Bonds If the City deternsines that the condnuatien of the system of book -entry -only transfers through such Securities Depository Is not In the boot interests of the Beneficial Owners of the Sodas 2009 Bonds or Is burdensome to the City, and shall terminate the services of such Socurldce Depository with respect to the Series 2009 Bonds upon muipt by the City and the Bond Regiiinu of written wodcs from the Securities Depository to the effect flint it hay meehved written notice from its padhaipants having Interest, as shows In the records of tho Securities Doposimry, In an aggregate principal amount of not less than fifty percent (50n of the Series 2009 Bonds that: (1) the Securities Doposltory is unable to discharga its twponsibilitles with respect to the Series 2009 Bonds; or (it) a continuation of the requirement that all of the Outstanding Series 2009 Bonds be registered In the registration books kept by the Rond Registrar in the name of the Seeurldn Dopository's nominee is not In tho best intorest of dm Boneficlal Owners of the Sones 2009 Bonds, (o) Upon the termination of the aarvicos of the Securities .D MItory with respect to the Sordes 2009 Bondy pursuant to subsection (ax2}(li) homof, or upon the disomilnuaroe or termination of the services of the Securities Depository with respect to the Series 2009 Bonds pursuant to subsection (c)(1) or subsection (a)(2KI) hereof 4or which no substitute Securities Depository willing to undertake the funedons of the existing Securities Depository 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 no longer W restricted to being roglawrtd in the registration books kept by the Bond Registrar in the name of the Securities Depository's n unlr ee, In authentication shall have been duly mrmally, executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Series 2009 Bond shall be conclusive evidence Utat such Series 2009 Bond has been duly outheatioatad and delivered under this Series Ordinance and the 1998 Band Ordinance, The Bond Registrar's cetthfieUe of authentication on any Soda 2009 Band shall be deemed to have been duly executed If signed by an authodzed officer of the Bond Reghsha, but it shall not be necessary 0411 the same of35oor sign the cordfioate of authentication on all o£ the Series 2009 Bonds that may be Issued hereunder at any one time. Section 1706, Book-h:niry Only System. The Was 2004 Bonds era to be issued as uncenlflcaled seourifles, pursuant to the book -entry only system maintained by a Sacuddes Depository, subject to the terms and provisions her ef, Upon Initial issuance of each Serbs of Socias 2009 Bands, and until such Sanas of Series 2009 Bonds aro ho longer mainto ed through a Securities Depository book-eniry only system, the regl4cmd! Owaor of all the Series 2009 Bonds shall ba, and the Series 2009 Bonds shall be wghskred in the come of, Cede & Co., as nominee of DTC, Each Series of Series 2009 Bonds shed be initially Issued In the farm of separate single tyMvrittoa Scriet 2009 Bond for each maturity of such Sordes of Surks 2009 Bonds, (1) The provisions of this Section may W changed or varied will. respect to any Sodes 2009 Bonds for the purposes of (1) complying with the mquframcnls of any automated depository and clearinghouse for seauddess transactions and (2) effectuating any book -entry, only registration and payment system, During any and all times that any of the Series 2009 Bonds am regislsrxd in the name of any Secucities Depository pursuant to a book -entry cady system of reglstation, such SocudNes Depository shalt for all purposes under this Series Ordinance W considered the registered Owner of such &rks 2009 Bond nod all references hereto to the regiskrod Owners or Holders shall mean such Securities Depository. (2) With respoct to any Series 2009 Bonds registered in the name of Cede & Co., as ocminoo of DTC, or otherwise held pursuant te a bookentry only system maintained by another Securities Depository, the City, the gond Registrar and the Paying Agent shall huve rte responsibility or obligation to any DTC participant (or any participant of such other Securities Depository) or to any bane6cial ower (tho "BoonAloial Owner') o£such Series 2009 Bonds. As to any Series 21109 Bonds maintained through a book -entry only system, without limiting the imntodiatoly preceding sentence, the City, the Tmsko, the Bond Registrar and the Paying Agent shall have no responsibility of obligation with respect to (1) dna accuracy of the records of DTC, Cede & Co. or any DTC participant (or any such other Securities Depository) with respect to any benefioW ownership Interest In such Series 2009 Bond, (ii) the delivery to any DTC participant, any Beneficial Owner or any other person, other than 1)TC (or say such other Securities Depository), of any notice with respect to such Series of Bonds, including any notice of mdumptian, or (fit) the payment to any DTC participant, any Banofioial Owner or any other person, other dour DTC (or any such other Securities Depository), of any amomd with respect to principal of, redemption premium If any, or interest on such Sodas 2009 Bonds. Notwithstanding any odwr prevision of this Series Ordinance to the commry, the City, the Trustee, the Bond Registrar and the Paying Agent shall be cutiticd to treat and consider DTC (or any such other Securities Depository) as the absolute Owner of such Series 2009 Bonds for the purpose of payment of principal of, redemption premium, if any, and interest on such Series such event, the City shall issue aad the Bond Registrar shall authenticate bond canifiostm as requested by the depository of tho like principal amount in authorized denominations to the identifiable Beneficial Owners in replacement of such Beneficial Owners' benefielnl Interest In the Series 2009 Bonds, (d) Notwithstanding any other provisions of this Series Ordinance to the contrary, so long as any Series 2009 Bonds is registered In the name of the Securities Depository's nominee, all payments with respect to the principal of, redemption premium, If any, and Interest on the Series 2009 Bonds and all undoes with respect to the Series 2009 Bonds stall be made and given, respectively, to such Securitles Depository as provided in the roprosemation letter (or other similar document required by the Securities Depository) of the City and the Bond Rcglatrar addressed to the Securities Depository with respect to rico Sodas 2009 Bonds, (e) in connection with any notice or other eommunicadon to be provided to Bondholders pursuant to this Series Ordhmnce or tho 1998 Bond Ordinance by the City or the Bond Registrar with respect to any consent or other notion to be taken by Bondholders, the City or the Bond Registrar, as the case may be, shall establish a record date ror such consent or ether colon and give the Securities Depository notice of such record data not less than fifteen (15) calendar days in advance of such record date to the extent possible, [End of Article DY] ARTICLE %VIII APPROVALS REL.ATINO TO SWAP TERMINATION; AUTHORIZATION OF SALE OF THE SERIFS 2009 BONDS, APPLICATION OF PRO(:6EDS AND CREATION OF ACCOUNTS Section 1801. Approval of the Termination of the 2008 Swap Azrttmtdt and Authorization of a Swan Teen l.rud- Payment, no termination of the 2008 Swap Agreement is hereby anthorized and appmyvd and the payment of the Swap Termination Payment rotated thereto from the proceeds of the Series 2009 Bonds Is hereby authorized. The City Commission hereby authorizes and directs th0 Chairman and the City Manager to detemtinc the final provisions misting 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 horoby authorized to attest to, scat and deliver any turrrrination agreement miming to the termination of the 2008 Swap Agmemcnr, In substantially the fours approved at this meeting and attached hmmto as Exhibit "B," subject to such changes, insortions and omissions and such filling in of blanks ihemin as hnreaRor may be approved by the Chairman and the Clty Manager upon the adviee of the City Attorney, Bond Counsel and the Financial Advisot, the fbrwl form of which Is (o he approved by the City Ahomey. The execution, attestation and delivery of the termination ngmsmenk as described herein, shall be conclusive evidence of the City's approval of any such dolonumations, 0"04, Insertions, omissions or tilling in of Manes, Section 1802, Authorization and Aooroval of Negotiated Sale of the Serio 2009 Bonds: Authorization and Adoroval of One or More Bond Purchast Agrecasenj{. Based m the finding set forts in Article 11 herrof, the City Commission hereby approves the negotiated sale of the Series 2009 Bonds to the Underwriters from time to time and the Series 2W9 Bonds shall be sold and awarded to the Udderwdtem upon the terms and conditions set forth heroin and as set forth in such Bond Pamhase Agreement, Tho execution and delivery of one or more Bond Pumhaw Agreements is horoby authorized and approved The City Commission hereby authorizes and directs the C ialmmn and the City Manager to determine the fired pmvislons of the Bond Purchase Agreement, within the parameters for such Series of Sodas 2009 Bonds set forth In Section 4.02 of this Series Ordinance. Upon compliance by the Cederwritem with the requirements of Section 218.385(2) and (3), Florida Statutes, and Section 218.385(6), Florida Statutes, by delivering the "nuth-In- bonding statement" and the "disotosum smbucers" required by said statutory provisions, the Dlrector mord tiro City Manager are hereby authorized to execute and the City Clark is hereby authorized to attest to, seat and deliver one or mom Bond Ppmhase Agmernonts in substantially the form approved at this mice ing and attached hereto as Exhibit'C", seducer W such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved curd made by the Director and the City Manager upon the advice of the Financial Advisor, the City Attorney and Bond Counsel. Tho oxocretion, attestation and delivery of the ]]end Purchase Agwomemt, as described herein, sball be conclusive evidence of the City's approval of any such determinations, changes, Insertions, omissions or lidding In c6lanks, ARTICLE XIX AU'lUORIZATTON AND APPROVAL OF OT MR FINANCING DOCUMENTS Section 1901, Aoveri—I of Porro or One or More Trustees Paviue Ai"I and Rsmstnr Agreementsr Asoeintmenl of Paving.A$ni i and Bond Reelstru. The execution and delivery of one or mom Trustee, Paying Agent and Regisnar Agreements Is hereby "indeed and approved. Tha City Commisslon hereby authorizes and directs the Chairman and the City Manager to dnder"m flit final pmvislons ofsuch Trustee, Paying Agent and Register Agreement. The Chairman and IN City Manager aro hereby redhodred to execute mod the City Clerk Is hereby fourbodzed to attest to, soul and deliver such Trustee, Paying Agent and Registrar Agreement in substantially the Form approved at this meeting Red attached before m Exhibit "D", subject to such ehangm, insertions and uraissiorrs and such filling in of blanks therein as hereafter may be appmved mud made by the Chairman and the City Managur upon the advice of the City Attorney and Brod Counsel. Tiw execution, attestatiar and delivery of the Trustee, Paying Agent mrd Registrar Agreement, as described herein, shall be conclusive evidence of do City's apisroval of any such determinations, changes, insodions, anhisleas or filling in of blanks. TD Bank National Association is hereby designated m the Trustee under the 1998 Bond Ordinance and the Paying Agent and the Bond Ragistrar for the Series 2009 Bonds. Section 1902. Preliminary Official Statementst QMthl StatemEnfs. The use of one or nae Preliminary Official Statements in connection with the mm dieting of the Series 2009 Banda is hemby authorized. One or mom Preliminary Official Statements in substantially the form attached hereto as Exhibit "E" Is hereby approved with such changes, insertions and omissions and web filling in of blanks therein ss may be approved by the Chairman and the City Manager. The Chainaan and the City Manager am hereby authorized to approve and execute, on behalf of the City, one or mora Official Statements rolating to the Series 2009 Bonds with such changes from such Prollminary OfBolal Statement, within the authorizations and limitations contained herein, as the Chairman and the City Manager in consultation with the City Attomoy, Bond Counsel and the City's disclosure counsel In their sole discretion, may approve, such cxacution to be conclusive evidence of such approval. The Chairman and the City Manager am hereby authorized to deem such Preliminary Official Statement final for the purposes of Rule t5o2.12 of din Secudtim and Exchange Commission (the "Rule'y, and to executo such documents m may be necessary therefore, The Director or his designee is hominy authorized to provide for the printing of one or mom Pfoliminary Official Statements and the official Statements by the lowest and most responsive bidder therefor and rho payment of the cost of such printing is hereby authorized to be paid from the proceeds of the Sodas 2009 Bonds. Section 1903. A22rovA of the Form of Ode or More Disclosure DIs+stmi,426 Agent Agreemtolsi Adooidtmtni of Dissemination Azent, for the benefit oftha lioldem and Bonaficiai Owners from rime to time of the Series 2004 Bonds, the City and the Department each agmen in accordance with the Rule, add us the only obligated persons with respect to the Series 2009 Bands under the Rule, to provide, or cause to be provided such finanelal hnforrarifion mad operating data, financial statements and neilcas, In such manner, as may be requlnd for purposes of paragraph (b)(5) of the Rule, In order to desoribo wad specify certain tarns of the City's continuing disclosure agreement, including provisions for enforcement, amendment coal iormlruidon, the ChiofFinancial Office, is hereby authorized and dlnicted to sign and deliver, in C-27 Section 1803, Aoolintion of Series 2009 Bond Proceedsl Creatlan of Series 2009 Proleti Account and Cost of Issuance Subaccount The proceeds mcelved from the an of the Sadao 2009 Bonds shall be applied by the City, simultaneously with delivery of the Series 2009 Bonds as provided in a certiflcate of tho Director delivered at closing. A potion of the Series 2009 Eond proceeds as sot forth in such cortificato of the DI rooter shall be doposlWd in a separate account within the Coastmctim Fund designated 'Sodas 2009 Project Account" which is hemby established with tiro Depadmont and used solely to pay the Cost of the Series 2009 Project as provided in the 1998 Bond Ordinance, Within the Batas 2009 Project Account, them Is hereby established se-parela subaccotmts designated w `Tax -Exempt Subaccount" end "taxable Subaaount" into which the proceeds of the Tax-Exompt Sodes 2009 Bonds and Taxablu Series 2009 Bonds, respectively, will be deposited, In addition, theca is hereby further established separate suhaceounis within the Series 2009 Project Amount designated w "Sides 2009 Tax -Exempt Cad of Issuance SSmbaceount" and "Bodes 2009 Taxable Cost of Issuance Subaceamt" io which the mspecdve portions of the Tax -Exempt Series 2009 Bond proceeds snd Taxable Bodes 2009 Bond proceeds as set forth In such certificate of the Director shall be deposited aid such preceods shall be disbursed If payment of oxpcnscs Incurred in connection with the issuance of the Series 2009 Bonds (including paymont of the expenses of the City), Any balance remaining in the respective Cost of Issuance Subaccounts after payment or provision for payment of such costs and expenses have been made shall be honsfbrred to the respective Tux�Bxempt or Taxable Subaccounls Series 2009 Project Account end used to pay Costs of tho Series 2009 Project, Section 1804. Bond Fuad Accounts and Subaecuunts. to accordaroo with the terms and provisions of rho 1998 Bond Ordinantce including but not limited to Section 501 thereof, the City hereby authodzm the ospblishmant with the Trustee and the Dopath[ront, as applicable, of appropriate accounts sad subaceounts of the Bond Fund established under the 1998 Bond Ordinance for both the Taxable Was 2009 Bonds and Tax -Exempt Series 2009 Bonds, including in particular a Series 2009 I'duoipal Account, a Series 2009 Interest Account and s Series 20o9 Slaking Fund Account, If appliesble, and separate subacoounts for the Taxable Series 2004 Bonds and the Tax-Exompt Soles 2009 Bonds, therein foreach Anommt Section 1805. Rebate Account. Them Is hereby emetod within the Rebels Account of rhe Mtaml Puking System Fund hold by the Dopatimca in a Depository a subawount to be known ss the 'Bodes 2009 RcbaW Subacwunt�" Such Series 2009 Robalc Subaecolmt shall he kept separate and apad from all other accounts of the Department and used for the purposes provided In Section 516 of the 1998 Bond Ordinance. Funds on deposit In the Series 2009 Rabato Sulusiomnt In excess- of the rebate amount, may be withdrawn and used by the Department for any lmvfai purpose. [Fad of Ardcia V I the memo and on behalf of the City and the Department, one or mom Disokssum Dissemination Agent Agreements (the "Diselosum Dissemhialhoa Agent Agnxmcnts') with Digital Assurance Certification LLC C%AC'j In substantially the form attached heroic as Exhibit "F", with snob changes, Insertions and omissions and Wi filling-in of blanks therein as may be approved by the Chief Financial Officer and In consultation with the City Attorney, Bond Counsel =4 the City's disclosure counsel, the Final rum of which is to be approved by the City Attorney. The execution and delivery of one or mem Disolmom Dissiamarrion Agent Agreements, for and on behalf of the City by the Chief Financial Officer, shall be deemed conclusive evidenoo of the City's and Department's approval of one or mom Disclosure Dissemination Agent Agreements. Nohvipmstandling any other provisions of this Series Obdiimnce, any fallum by the City or the Department to comply with any pmvislons of such Disclosure Dissemination Ascot Agreement or this Section 6.03 shalt not comfinre a default under this Series Ordinance or the 1998 Bond Ordinance and Oso minae therefor shall be whily as provided in the Disclosure Dissominatlon Agent Agreement. DAC Is horoby appointed dissemination agent under any Disclosure Dissemination Agent Agreement. Section 1903, Bond Insurance Policy readier Rertrve Product. In order to produce the lowest true Interest cost possible for the Series 20119 Bonds or any Series or any portion thereof, the Director Is hereby authorized to scouro one or mom Bond Insurance Policies In the form of a municipal bond insurance policy and/or one or mom Reserve Policies, in the form fife reserve surety or letterof credit, with respect to the Series 2009 Bonds, if, after conmultallon with the Financial Advisor and the Chief Financial Officer, tho Dinotor dctermkrus that obtaining such Bond Insurance Policy and/or Reserve Product is in tiro best interests of the City, The Director is hereby muthorized to provide for The payment of any premium(s) on such Bond insurance Policy and/or Reserve Product from the proceeds of the issuance of such Series of Series 2009 Banda and the Chairman and the City Manager are hereby authorized to enter into such agreements as may be nooessary to sedum such Bond Insurance Policy and/or Reserve Produot, 'the Chairman's and City Manager's execution of any such agrooments, aflor consultation with the City Attorney and Bond Counsol, Is to be conclusive, svidcnce of the City's approval thereof, the final from of which is 0 be approved by the City Attorney, [EndofArfloo VU ARTICLE XX MiSCULLANBOUS PROVISIONS Section2001. Ratification of Solvation of UndtE=Uvrs and Lend Counsel, Tho City Commission hereby ratifies, confines and approves the selection of the Unclorw0len with rospeot to the Santos 2009 Bonds by the Department. The City Commission hereby tootles, confirms and approves life selection by the Dopadment with mspcet to the Series 2009 Bonds of Squire, 5andcts & Dompsoy L,L,P„ as Bond Coumal and Bryant Millar Oliva P.A., as discicsus counsot to the Department and City, as approved further by the City Attorney, Section 2002, Further Audhorizatlons. Tla City Manager, tho Chairman, the Director and the ChlefFinnnclal Ofl6eer or any of them and the City Clerk and the City Attomy and such other ofBcors and employees of the City as may be designated by the City Manager or the Chairman or olftr of them are such designated as agents of tho City and the Department in connection with the ado, Issuance and delivery of the Sedw 2009 Bonds and ure authorized and empowered, collectively or individually, to take all action and steps and to oxeouts dl instrumanrs, documents and eontaads on behalf of the City, including, but not limited to, the selection and hiring ofeny profcasienaig oreervico providers and the execution of documentation required in connection with the negod" We of the Series 2009 Bonds to the Undorwritare, that are necessary or destablo in commeetdon with the sets, exmuOon end delivery of the Sod" 2009 Bonds, and which are specifically anthodwd or eco not Inconsistent with the terms and provisions of this Series Ordinance, the Bond Purohaso Agreement, the Trusteo, Paying Agent and Registrar Agmeement, the Disclosure Dissemination Agent Agreement, the Official Statement or any aotlan staling to the Series 2009 Bonds hemtofere taken by the Citynr the Deparbnent on behalf of the City. Such officers and those so designated aro hereby charged with the responsibility for the Issuance of the Stiles 2009 Bonds. Any and all costs Incurred in connection with the issuance of the Sarkis 2009 Bonds and/or the refunding of the Refunded Bonds are hereby authorized to be paid prom Oho proceeds a f the Series 2009 Bonds, Section 2003. Applicability of Ttrana tad Provision of the 1998 Bond Ori idivic . To the extant that such terms and provkdais of the 1998 Bond Ordinmmo are not inconsistent with Cho terms and provislom of this Series Ordinance, such tones and provislons of the 1998 Bond Ordinance shall apply equalty to the Series 2009 Bonds and shall be deemed Incorporaled by wfoomer: into this Series Ordinance. SocOon2004, robili . if any one or mom of Oho covenants, agreements or provisions of this Series Ordinance should be told contrary to any oxprws proylston of law or contrary to any express provision of law or contrary to the policy of express law, thougli not oxpnessly prohibited, or aRalmot public policy, or shall for any reason whatsoever be held Invalid, then such covenants, agreoments or provisions shall be null mrd void sad shall be deemed savored from the rornalning covenants, agnxnmanls or provisions of this Series Ordinance or of the Series 2009 Bonds issued hereunder, $QoOon 2005. No Third -Party Beneficiaries, Except as herein otherwise expressly provided, nothing In this Series Ordinance oxprcasrd or implied Is intandud or shall be mnstiued tD confer upon any person, Barn or corporation other than the parties hereto and ft Owners and Seotion2008. Effective rLte. 'Ibis Ordinance shall become effective immediately upon its enactment and signatum of the Mayor,' PASSED AND ADOPTED Oils—day of , 2009. Mayor ATTEST; City Cleric APPROVED AS TO FORM AND CORRBCTN RSS: City Attoruoy 'lfthetdayor Jona.1 sign Otic ovdle co, it shah tirArne dNUveat the end or len calendar days from Ow date It war p sved end enacted. If Ore Mayorvcbn 163e r7idi�eo, it shell become e[fmdvs Immaiirdcly upon ovemdde of the vetaby Ihacity ce eHsabn, C-28 Holdors of the Serios 2009 Bonds Issued under and sacumd by this Series Ordinance, any rights, comedy or olaim, legal or cqullabla, under or by mason of rids Series Ordinenco or any provision homof, this Somas Ordinance and all Its provisions buing Intended to be and being for the. sole end exotusive benefit of the parties heroin and Ila Owners and Holders from time to time of the Soles 2009 Bonds issued hereunder. Sovdion2006, Cpnlrollinx Lawt Mtmbero of City Net Liable, All covenants, stipulations, obilgafiom and agreements of tho City contained in this Scrics Ordinance shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extant authorized and provided by the Cousdtubon and laws of the State. No covenant, stipulation, obligation or agreement contained heroin shall be deamod to be a covenant, stipulation, obligation or agroomunt of any present or future member, agent or employee of the City in their Individual capoolty, and naither the members of tho City nor any official executing the Sorim 2009 Bards shall be liable personally on the Series 2009 Bonds or this Series Ordinance or shall be subject to any porarmal liability or nocountability by reason ofthe issuance or the execution by U, City or such members thoreof Scotian 2007. Anneal of roconsistend Ordinances. All Ord'manoes or parts thereof In conflict herewith an; to dha extant afswh eonBict superseded and npoaled, [Signature Page Follows] ["111[9 PACE IHT1r 7MONA1LV LEFT BLkNK,'