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clip „a,°° File ID: #6586
Ordinance
Sponsored bv: Wifredo Gort, Commissioner
AN ORDINANCE OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
SUPPLEMENTING ORDINANCE NO. 11693 ENACTED ON AUGUST 14, 1998,
AS AMENDED AND SUPPLEMENTED; AUTHORIZING THE ISSUANCE OF
NOT TO EXCEED SIXTY-TWO MILLION DOLLARS ($62,000,000.00)
AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI ("CITY") PARKING
SYSTEM REVENUE REFUNDING BONDS, TAX-EXEMPT SERIES 2019
("SERIES 2019 BONDS") ON BEHALF OF THE CITY OF MIAMI'S ("CITY")
DEPARTMENT OF OFF-STREET PARKING A/K/A MIAMI PARKING
AUTHORITY ("DEPARTMENT") FOR THE PURPOSE OF REFUNDING ALL OR
A PORTION OF THE DEPARTMENT'S OUTSTANDING PARKING SYSTEM
REVENUE AND REVENUE REFUNDING BONDS, TAX-EXEMPT SERIES 2009
("SERIES 2009 BONDS") PREVIOUSLY ISSUED ON BEHALF OF THE
DEPARTMENT; PROVIDING FOR THE FUNDING OF THE RESERVE
ACCOUNT, IF REQUIRED; PROVIDING FOR THE PAYMENT OF CERTAIN
COSTS OF ISSUANCE IN CONNECTION WITH THE ISSUANCE OF THE
SERIES 2019 BONDS; MAKING CERTAIN FINDINGS AND
DETERMINATIONS; DELEGATING TO THE CITY MANAGER AND THE
DIRECTOR OF THE DEPARTMENT ("DIRECTOR") THE DETERMINATION OF
CERTAIN MATTERS AND DETAILS CONCERNING THE SERIES 2019
BONDS; APPROVING THE SENDING OF A CONDITIONAL NOTICE OF
REDEMPTION; AUTHORIZING THE REFUNDING OF THE SERIES 2009
BONDS; RATIFYING, CONFIRMING, AND APPROVING THE SELECTION OF
THE UNDERWRITERS AND THE FINANCIAL ADVISOR BY THE FINANCE
COMMITTEE AND THE DEPARTMENT FOR THE SERIES 2019 BONDS;
AUTHORIZING A NEGOTIATED SALE OF THE SERIES 2019 BONDS;
AUTHORIZING THE NEGOTIATION, EXECUTION, AND DELIVERY OF A
BOND PURCHASE AGREEMENT BY THE CITY MANAGER AND THE
DIRECTOR, IN A FORM ACCEPTABLE TO THE DEPARTMENT'S CHIEF
FINANCIAL OFFICER ("CFO"), THE CITY'S CFO, THE FINANCIAL ADVISOR,
THE CITY ATTORNEY, DISCLOSURE COUNSEL, AND BOND COUNSEL;
APPROVING UNCERTIFICATED BOOK -ENTRY ONLY REGISTRATION OF
THE SERIES 2019 BONDS; AUTHORIZING THE CITY MANAGER AND THE
DIRECTOR TO DISTRIBUTE A PRELIMINARY OFFICIAL STATEMENT AND
OFFICIAL STATEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY,
DISCLOSURE COUNSEL, AND BOND COUNSEL; DESIGNATING A
TRUSTEE, PAYING AGENT, AND BOND REGISTRAR; AUTHORIZING THE
NEGOTIATION, EXECUTION, AND DELIVERY BY THE CITY MANAGER AND
THE DIRECTOR OF A TRUSTEE, PAYING AGENT, AND BOND REGISTRAR
AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND
BOND COUNSEL; AUTHORIZING THE NEGOTIATION, EXECUTION, AND
DELIVERY OF A DISCLOSURE DISSEMINATION AGENT AGREEMENT BY
THE CITY MANAGER AND THE DIRECTOR, IN A FORM ACCEPTABLE TO
THE CITY ATTORNEY, DISCLOSURE COUNSEL, BOND COUNSEL, AND
DESIGNATING DIGITAL ASSURANCE CERTIFICATION, L.L.C., AS
DISSEMINATION AGENT THEREUNDER; AUTHORIZING THE CITY
City of Miami File ID: 6586 (Revision: A) Printed On: 12/6/2019
MANAGER AND DIRECTOR TO OBTAIN A BOND INSURANCE POLICY
AND/OR RESERVE PRODUCT; AND AUTHORIZING THE CITY MANAGER
AND DIRECTOR TO NEGOTIATE, EXECUTE, AND DELIVER ANY AND ALL
AGREEMENTS IN CONNECTION THEREWITH, ALL IN A FORM
ACCEPTABLE TO THE DEPARTMENT'S CFO, THE CITY'S CFO, THE
FINANCIAL ADVISOR, RISK MANAGEMENT DIRECTOR, THE CITY CLERK,
THE CITY ATTORNEY, DISCLOSURE COUNSEL, AND BOND COUNSEL;
AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY AND
THE DEPARTMENT TO TAKE ANY AND ALL ACTIONS DEEMED
NECESSARY OR REQUIRED IN CONNECTION WITH THE NEGOTIATION,
ISSUANCE, SALE, AND DELIVERY OF THE SERIES 2019 BONDS AND THE
REFUNDING OF THE SERIES 2009 BONDS, IN CONSULTATION WITH THE
CITY MANAGER, THE CHAIRMAN OF THE BOARD OF THE DEPARTMENT,
THE DIRECTOR, THE DEPARTMENT'S CFO, THE CITY'S CFO, THE
FINANCIAL ADVISOR, THE CITY ATTORNEY, DISCLOSURE COUNSEL, AND
BOND COUNSEL; PROVIDING FOR SEVERABILITY; AND PROVIDING AN
EFFECTIVE DATE.
City of Miami File ID: 6586 (Revision: A) Printed On: 12/6/2019
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City of Miami
Legislation
Ordinance
Enactment Number: 13866
File Number: 6586 Final Action Date: 10/24/2019
AN ORDINANCE OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
SUPPLEMENTING ORDINANCE NO. 11693 ENACTED ON AUGUST 14, 1998,
AS AMENDED AND SUPPLEMENTED; AUTHORIZING THE ISSUANCE OF
NOT TO EXCEED SIXTY-TWO MILLION DOLLARS ($62,000,000.00)
AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI ("CITY") PARKING
SYSTEM REVENUE REFUNDING BONDS, TAX-EXEMPT SERIES 2019
("SERIES 2019 BONDS") ON BEHALF OF THE CITY OF MIAMI'S ("CITY")
DEPARTMENT OF OFF-STREET PARKING A/K/A MIAMI PARKING
AUTHORITY ("DEPARTMENT") FOR THE PURPOSE OF REFUNDING ALL OR
A PORTION OF THE DEPARTMENT'S OUTSTANDING PARKING SYSTEM
REVENUE AND REVENUE REFUNDING BONDS, TAX-EXEMPT SERIES 2009
("SERIES 2009 BONDS") PREVIOUSLY ISSUED ON BEHALF OF THE
DEPARTMENT; PROVIDING FOR THE FUNDING OF THE RESERVE
ACCOUNT, IF REQUIRED; PROVIDING FOR THE PAYMENT OF CERTAIN
COSTS OF ISSUANCE IN CONNECTION WITH THE ISSUANCE OF THE
SERIES 2019 BONDS; MAKING CERTAIN FINDINGS AND
DETERMINATIONS; DELEGATING TO THE CITY MANAGER AND THE
DIRECTOR OF THE DEPARTMENT ("DIRECTOR") THE DETERMINATION OF
CERTAIN MATTERS AND DETAILS CONCERNING THE SERIES 2019
BONDS; APPROVING THE SENDING OF A CONDITIONAL NOTICE OF
REDEMPTION; AUTHORIZING THE REFUNDING OF THE SERIES 2009
BONDS; RATIFYING, CONFIRMING, AND APPROVING THE SELECTION OF
THE UNDERWRITERS AND THE FINANCIAL ADVISOR BY THE FINANCE
COMMITTEE AND THE DEPARTMENT FOR THE SERIES 2019 BONDS;
AUTHORIZING A NEGOTIATED SALE OF THE SERIES 2019 BONDS;
AUTHORIZING THE NEGOTIATION, EXECUTION, AND DELIVERY OF A
BOND PURCHASE AGREEMENT BY THE CITY MANAGER AND THE
DIRECTOR, IN A FORM ACCEPTABLE TO THE DEPARTMENT'S CHIEF
FINANCIAL OFFICER ("CFO"), THE CITY'S CFO, THE FINANCIAL ADVISOR,
THE CITY ATTORNEY, DISCLOSURE COUNSEL, AND BOND COUNSEL;
APPROVING UNCERTIFICATED BOOK -ENTRY ONLY REGISTRATION OF
THE SERIES 2019 BONDS; AUTHORIZING THE CITY MANAGER AND THE
DIRECTOR TO DISTRIBUTE A PRELIMINARY OFFICIAL STATEMENT AND
OFFICIAL STATEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY,
DISCLOSURE COUNSEL, AND BOND COUNSEL; DESIGNATING A
TRUSTEE, PAYING AGENT, AND BOND REGISTRAR; AUTHORIZING THE
NEGOTIATION, EXECUTION, AND DELIVERY BY THE CITY MANAGER AND
THE DIRECTOR OF A TRUSTEE, PAYING AGENT, AND BOND REGISTRAR
AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND
BOND COUNSEL; AUTHORIZING THE NEGOTIATION, EXECUTION, AND
DELIVERY OF A DISCLOSURE DISSEMINATION AGENT AGREEMENT BY
THE CITY MANAGER AND THE DIRECTOR, IN A FORM ACCEPTABLE TO
THE CITY ATTORNEY, DISCLOSURE COUNSEL, BOND COUNSEL, AND
DESIGNATING DIGITAL ASSURANCE CERTIFICATION, L.L.C., AS
DISSEMINATION AGENT THEREUNDER; AUTHORIZING THE CITY
City of Miami File ID: 6586 (Revision: A) Printed On: 12/6/2019
MANAGER AND DIRECTOR TO OBTAIN A BOND INSURANCE POLICY
AND/OR RESERVE PRODUCT; AND AUTHORIZING THE CITY MANAGER
AND DIRECTOR TO NEGOTIATE, EXECUTE, AND DELIVER ANY AND ALL
AGREEMENTS IN CONNECTION THEREWITH, ALL IN A FORM
ACCEPTABLE TO THE DEPARTMENT'S CFO, THE CITY'S CFO, THE
FINANCIAL ADVISOR, RISK MANAGEMENT DIRECTOR, THE CITY CLERK,
THE CITY ATTORNEY, DISCLOSURE COUNSEL, AND BOND COUNSEL;
AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY AND
THE DEPARTMENT TO TAKE ANY AND ALL ACTIONS DEEMED
NECESSARY OR REQUIRED IN CONNECTION WITH THE NEGOTIATION,
ISSUANCE, SALE, AND DELIVERY OF THE SERIES 2019 BONDS AND THE
REFUNDING OF THE SERIES 2009 BONDS, IN CONSULTATION WITH THE
CITY MANAGER, THE CHAIRMAN OF THE BOARD OF THE DEPARTMENT,
THE DIRECTOR, THE DEPARTMENT'S CFO, THE CITY'S CFO, THE
FINANCIAL ADVISOR, THE CITY ATTORNEY, DISCLOSURE COUNSEL, AND
BOND COUNSEL; PROVIDING FOR SEVERABILITY; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, pursuant to Ordinance No. 11693 enacted by the City Commission on
August 14, 1998, as supplemented and amended ("1998 Bond Ordinance"), the City of Miami
("City") issued its Thirteen Million Four Hundred Ninety Thousand Dollars ($13,490,000.00)
original aggregate principal amount of Parking System Revenue Refunding Bonds, Series 1998;
and
WHEREAS, pursuant to the 1998 Bond Ordinance and Ordinance No. 13092 enacted on
September 24, 2009 ("Series 2009 Ordinance"), the City issued its Parking System Revenue
Bonds, Tax -Exempt Series 2009, currently outstanding in the principal amount of
$60,075,000.00 ("Series 2009 Bonds") previously issued on behalf of the Department of Off -
Street Parking also known as the Miami Parking Authority ("Department"); and
WHEREAS, due to the decrease in interest rates in the current municipal bond market,
the City desires to provide for the refunding of all or a portion of the Series 2009 Bonds on a
fixed rate basis through the issuance of its not to exceed Sixty -Two Million Dollars
($62,000,000.00) aggregate principal amount of Parking System Revenue Refunding Bonds,
Tax -Exempt Series 2019 ("Series 2019 Bonds") on behalf of the Department; and
WHEREAS, the Series 2019 Bonds are to be issued as Additional Bonds for Refunding
Purposes (as set forth hereinafter) under the 1998 Bond Ordinance for the purposes of providing
funds, together with other available moneys, to refund on a current basis all or a portion of the
Series 2009 Bonds; fund the Reserve Account, if required; and pay the cost of issuance of the
Series 2019 Bonds;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE
CITY OF MIAMI, FLORIDA:
TABLE OF CONTENTS
ARTICLE I AUTHORITY AND DEFINITIONS 7
Section101. Authority............................................................................................................7
City of Miami File ID: 6586 (Revision: A) Printed On: 121612019
Section 102. Incorporation of Recitals.....................................................................................7
Section 103. Meaning of Words and Terms.............................................................................7
ARTICLE II FINDINGS 9
Section 201. Findings and Determinations...............................................................................9
ARTICLE III THIS INSTRUMENT TO CONSTITUTE CONTRACT 10
Section301. Contract............................................................................................................10
ARTICLE IV AUTHORIZATION OF REFUNDING OF THE REFUNDED BONDS;
DESCRIPTION, FORM AND TERMS OF SERIES 2019 BONDS 11
Section 401. Authority for Refunding of Refunded Bonds; and Authorization for the
Issuance of the Series 2019 Bonds..................................................................... l 1
Section 402. Form, Denominations, Date, Interest Rates and Maturity Dates ......................... 11
Section 403. Redemption Provisions for the Series 2019 Bonds.............................................12
Section 404. Execution of Series 2019 Bonds........................................................................13
Section 405. Authentication of the Series 2019 Bonds...........................................................14
Section 406. Book -Entry Only System..................................................................................14
ARTICLE V AUTHORIZATION OF SALE OF THE SERIES 2019 BONDS; APPLICATION
OF PROCEEDS AND CREATION OF ACCOUNTS 17
Section 501. Authorization and Approval of Negotiated Sale of the Series 2019 Bonds;
Authorization and Approval of a Bond Purchase Agreement .............................17
Section 502. Application of Series 2019 Bond Proceeds; Creation of Cost of Issuance
Account............................................................................................................17
Section 503. Bond Fund Accounts and Subaccounts..............................................................18
Section 504. Rebate Account.................................................................................................18
ARTICLE VI AUTHORIZATION AND APPROVAL OF OTHER FINANCING
DOCUMENTS
19
Section 601.
Approval of Form of Trustee, Paying Agent and Registrar Agreement;
Further Authorizations......................................................................................22
Appointment of Trustee, Paying Agent and Bond Registrar...............................19
Applicability of Terms and Provision of the 1998 Bond Ordinance ...................
Section 602.
Approval of Form of Escrow Deposit Agreement; Appointment of Escrow
Severability.......................................................................................................22
Agent................................................................................................................19
Section 603.
Redemption of Refunded Bonds.........................................................................19
Section 604.
Preliminary Official Statement; Official Statement.............................................20
Section 605.
Approval of the Form of the Disclosure Dissemination Agent Agreement;
Appointment of Dissemination Agent...............................................................20
Section 606.
Bond Insurance Policy and/or Reserve Product.................................................21
ARTICLE VII MISCELLANEOUS PROVISIONS
22
Section 701.
Ratification of Selection of Underwriters and Financial Advisor .......................
22
Section 702.
Further Authorizations......................................................................................22
Section 703.
Applicability of Terms and Provision of the 1998 Bond Ordinance ...................
22
Section704.
Severability.......................................................................................................22
City of Miami File ID: 6586 (Revision: A) Printed On: 12/6/2019
Section 705. No Third -Party Beneficiaries.............................................................................22
Section 706. Controlling Law; Members of City Not Liable..................................................23
Section 707. Repeal of Inconsistent Ordinances.....................................................................23
Section 708. Effective Date...................................................................................................24
EXHIBITS
Exhibit "X'—
Draft Form of Series 2019 Bonds
Exhibit `B"
— Draft Form of Bond Purchase Agreement
Exhibit "C"
— Draft Form of Trustee, Paying Agent and Registrar Agreement
Exhibit "D"
— Draft Form of Escrow Deposit Agreement
Exhibit "E"
— Draft Form of Preliminary Official Statement
Exhibit "F" —
Draft Form of Disclosure Dissemination Agent Agreement
City of Miami File ID: 6586 (Revision: A) Printed On: 12/6/2019
ARTICLE I
AUTHORITY AND DEFINITIONS
Section 101. Authority This Ordinance is enacted and implemented pursuant to the
Constitution and laws of the State of Florida, including without limitation, Chapter 166, Florida
Statutes; the Charter of the City of Miami, Florida, as amended; and Section 211 of the 1998
Bond Ordinance. This Ordinance shall constitute the "Series Ordinance" for the Series 2019
Bonds as defined in the 1998 Bond Ordinance
Section 102. Incomoration of Recitals. The City Commission hereby finds,
determines, and incorporates as part of this Series Ordinance the matters set forth in the
foregoing recitals.
Section 103. Meaning of Words and Terms. All terms used herein in capitalized form,
except as otherwise defined herein, shall have the meanings ascribed thereto in Section 101 of
the 1998 Bond Ordinance. The terms "herein," "hereby," "hereunder," "hereinafter," and other
equivalent words refer to this Series Ordinance as a whole. Words importing singular number
shall include the plural number in each case and vice versa, and words importing persons shall
include firms, corporations, or other entities including governments or governmental bodies.
Words of the masculine gender shall be deemed and construed to include correlative words of
the feminine and neutral genders. As used herein, the following terms shall have the meanings
set forth below:
"Board" means the Board of the Department created by the Charter of the City of Miami,
Florida, as amended.
"Bond Purchase Agreement" means the Bond Purchase Agreement substantially in the
form attached to this Series Ordinance as Exhibit "B" hereto between the Underwriters and the
City with respect to the sale of the Series 2019 Bonds from the City to the Underwriters.
"Chairman" means the Chairman of the Board or the officer succeeding to the
Chairman's principal functions.
"Chief Financial Officer" means the Chief Financial Officer of the Department or his
designee or the officer succeeding to the Chief Financial Officer's principal functions.
"City" means the City of Miami, Florida, a municipal corporation.
"City CFO" means the Chief Financial Officer of the City or the other officer succeeding
to the City CFO's principal functions.
"City Manager" means the City Manager of the City or his designee or the other officer
succeeding to the City Manager's principal functions.
"Director" means the Chief Executive Officer of the Department or his designee or the
officer succeeding to the Director's principal functions.
"Department" and means the Department of Off -Street Parking of the City, also known as
the Miami Parking Authority, created by the Charter of the City of Miami, Florida, as amended,
or the department, board, or body succeeding such Department by whatever name at the time
given to such Department and having jurisdiction over or control of the Parking System.
City of Miami File ID: 6586 (Revision: A) Printed On: 12/6/2019
"Finance Director" means the Finance Director of the City or the other officer
succeeding to the Finance Director's principal functions.
"Financial Advisor" means the Department's financial advisor, Hilltop Securities Inc.
"Fixed Rate Bonds" means bonds which bear interest at a rate fixed to its maturity date.
"Refunded Bonds" means all or a portion of the City's $60,110,000.00 Parking System
Revenue Bonds, Tax -Exempt Series 2009, as selected by the Chief Financial Officer pursuant to
Section 603 hereof.
"Risk Management Director" means the Risk Management Director of the City or the
other officer succeeding to the Risk Management Director's principal functions.
"Securities Depository" means The Depository Trust Company (a limited purpose trust
company), New York, New York, ("DTC") until any successor Securities Depository shall have
become such pursuant to the applicable provisions of this Series Ordinance and, thereafter,
"Securities Depository" shall mean the successor Securities Depository. Any Securities
Depository shall be a securities depository that is a clearing agency under federal law operating
and maintaining, with its participants or otherwise, a book -entry system to record ownership of
beneficial interests in Series 2019 Bonds, and to effect transfers of Series 2019 Bonds, in book -
entry form.
"Series 2019 Bonds" means the not to exceed Sixty -Two Million Dollars
($62,000,000.00) City Parking System Revenue Refunding Bonds, Tax -Exempt Series 2019
authorized herein.
"Underwriters" means collectively, the Senior Manager which is Jefferies LLC, as
representative of itself, and the Co -Managers which are Raymond James & Associates, Inc. and
Estrada Hinojosa & Company, Inc.
[End of Article I]
City of Miami File ID: 6586 (Revision: A) Printed On: 12/6/2019
ARTICLE II
FINDINGS
Section 201. Findings and Determinations. It is hereby ascertained, determined, and
declared that:
(1) It is in the best interests of the City, its residents, and taxpayers to issue the Series
2019 Bonds as Fixed Rate Bonds in order to provide for a refunding of all or a
portion of the Series 2009 Bonds.
(2) The City is authorized under the 1998 Bond Ordinance and this Series Ordinance
to issue refunding bonds and to deposit the proceeds thereof with the Trustee
under the 1998 Ordinance and the Series 2009 Ordinance for the payment when
due of the principal of and interest on the Refunded Bonds.
(3) Because of the unsettled and tumultuous nature of the municipal bond market, it
may be necessary to issue the Series 2019 Bonds with certain details and
characteristics provided herein and subject to the parameters set forth herein.
(4) In accordance with Section 218.385(1), Florida Statutes, as amended, the City
Commission hereby finds, determines, and declares that a negotiated sale of the
Series 2019 Bonds is in the best interests of the City due to the complexities of the
market and timing of the issuance of the Series 2019 Bonds as refunding bonds, to
provide for the redemption of the Refunded Bonds, and to provide the lowest
interest rate possible for the Series 2019 Bonds.
[End of Article II]
City of Miami File ID: 6586 (Revision: A) Printed On: 12/6/2019
ARTICLE III
THIS INSTRUMENT TO CONSTITUTE CONTRACT
Section 301. Contract. In consideration of the acceptance of the Series 2019 Bonds
authorized to be issued hereunder by those who shall hold the same from time to time, the 1998
Bond Ordinance, as supplemented by this Series Ordinance, shall be deemed to be and shall
constitute a contract between the City and the Bondholders of the Series 2019 Bonds. The
covenants and agreements herein set forth and in the 1998 Bond Ordinance to be performed by
the City shall be for the equal benefit, protection, and security of the Bondholders of the Series
2019 Bonds and all Series 2019 Bonds shall be of equal rank and without preference, priority, or
distinction over any other Series 2019 Bond or any Outstanding Bonds and with any Additional
Bonds hereafter issued and Qualified Derivative Payments related to any Bonds issued under the
1998 Bond Ordinance, if any, except as expressly provided herein.
[End of Article III]
City of Miami File ID: 6586 (Revision: A) Printed On: 12/6/2019
ARTICLE IV
AUTHORIZATION OF REFUNDING OF THE REFUNDED BONDS;
DESCRIPTION, FORM, AND TERMS OF SERIES 2019 BONDS
Section 401. Authoritv for Refandins4 of Refunded Bonds: Authorization for the
Issuance of the Series 2019 Bonds. The City hereby authorizes the issuance of the Series 2019
Bonds and the refunding of the Refunded Bonds on behalf of the Department. Any authorized
officers of the City and the Department are hereby directed to deliver or cause to be delivered to
the holders of the Refunded Bonds all appropriate notices regarding the redemption of the
Refunded Bonds as set forth in the Series 2009 Ordinance and as supplemented hereby.
Subject and pursuant to the provisions hereof, the Series 2019 Bonds to be known as the
"City of Miami, Florida Parking System Revenue Refunding Bonds, Tax -Exempt Series 2019"
are hereby authorized to be issued in the aggregate principal amount not to exceed Sixty -Two
Million Dollars ($62,000,000.00) for the purposes of, together with other available moneys, (i)
refunding the Refunded Bonds; (ii) funding the Reserve Account, if required; and (iii) paying the
costs of issuance of the Series 2019 Bonds. Notwithstanding the foregoing, bonds issued
pursuant to this Series Ordinance shall bear a series designation of its year of issuance.
Notwithstanding anything to the contrary contained herein, the Series 2019 Bonds shall
not be issued until the City has complied with the requirements for the issuance of such Series
2019 Bonds as Additional Bonds for Refunding Purposes under the 1998 Bond Ordinance, as
supplemented hereby.
Section 402. Form, Denominations, Date, Interest Rates, and Maturitv Dates. The
Series 2019 Bonds are issuable only in fully registered form and shall be in substantially the
form thereof set forth in Exhibit "A" to this Series Ordinance, with such appropriate variations,
omissions, and insertions as may be required therein and approved by the City Manager and the
Director. The Series 2019 Bonds shall be issued as Fixed Rate Bonds in denominations of One
Hundred Thousand Dollars ($100,000.00) and integral multiples of Five Thousand Dollars
($5,000.00) in excess of One Hundred Thousand Dollars ($100,000.00), or such other
denominations and at such times as determined by the City Manager and the Director. The
Series 2019 Bonds shall be dated its date of issuance, shall be issued in such principal amounts,
shall bear interest from the date thereof payable on the first (1 st) day of April and October of each
year (each an "Interest Payment Date") at such rates and shall mature on the first (1st) day of
October of each year in accordance with the maturity schedule set forth in the Bond Purchase
Agreement but not later than October 1, 2039, may be subject to optional redemption provided
that any premium on such optional redemption does not exceed One Hundred One percent
(101%) of the principal amount to be redeemed, may be issued as Serial Bonds and/or Term
Bonds, and if such Series 2019 Bonds are issued as Term Bonds, be subject to payment from
Sinking Fund Requirements by operation of the Sinking Fund Account as set forth in the Bond
Purchase Agreement, as such dates, principal amounts, rates, and maturity schedule may be
approved by the City Manager and Director with the execution and delivery of the Bond
Purchase Agreement as described in Section 501 hereof being conclusive evidence of the City's
and Department's approvals; provided, however, that the Series 2019 Bonds shall be sold to the
Underwriters at (i) not to exceed an aggregate principal amount of Sixty -Two Million Dollars
($62,000,000.00), (ii) not less than ninety-nine percent (99%) (including underwriters' discount
but excluding original issue discount or premium) of the original principal amount of the Series
2019 Bonds, (iii) a true interest cost rate not to exceed Four and One -Half percent (4.5%) per
annum with respect to the Series 2019 Bonds, and (iv) net present value savini4s of at least Five
City of Miami File ID: 6586 (Revision: A) Printed On: 1216/2019
(5.0%) of the par amount of the Refunded Bonds. The Series 2019 Bonds shall be numbered
consecutively from R-1 and upwards. Subject to the foregoing, the principal amount, maturities,
interest rates, and other terms of the Series 2019 Bonds shall be as approved and determined by
the City Manager and the Director and set forth in the Bond Purchase Agreement, in a form
acceptable to the Chief Financial Officer, the City's CFO, the Financial Advisor, the City
Attorney, Disclosure Counsel, and Bond Counsel, with the execution and delivery of the Bond
Purchase Agreement by the City Manager and the Director being conclusive evidence of the
City's approval of the final details and prices of such Series 2019 Bonds. The Series 2019 Bonds
may have endorsed thereon such legends or text as may be necessary or appropriate to conform
to any applicable rules and regulations of any governmental authority or any usage or
requirement of law with respect thereto.
Except as otherwise provided in Section 406 hereof, the principal of and redemption
premium, if any, on the Series 2019 Bonds shall be payable upon presentation and surrender at
the principal office of the Paying Agent. Interest on the Series 2019 Bonds shall be paid by
check or draft drawn upon the Paying Agent and mailed to the registered owners of the Series
2019 Bonds at the addresses as they appear on the registration books maintained by the Bond
Registrar at the close of business on the fifteenth (15th) day (whether or not a business day) of the
month next preceding the Interest Payment Date ("Record Date"), irrespective of any transfer or
exchange of such Series 2019 Bonds subsequent to such Record Date and prior to such Interest
Payment Date, unless the City shall be in default in payment of interest due on such Interest
Payment Date; provided, however, that (i) if ownership of Series 2019 Bonds is maintained in a
book -entry only system by a Securities Depository, such payment may be made by automatic
funds transfer (wire) to such Securities Depository or its nominee or (ii) if such Series 2019
Bonds are not maintained in a book -entry only system by a Securities Depository, upon written
request of the Holder of One Hundred Thousand Dollars ($1,000,000.00) or more in the principal
amount of Series 2019 Bonds, such payments may be made by wire transfer to the bank and bank
account specified in writing by such Holder (such bank being a bank within the continental
United States), if such Holder has advanced to the Paying Agent the amount necessary to pay the
cost of such wire transfer or authorized the Paying Agent to deduct the cost of such wire transfer
from the payment due such Holder. In the event of any default in the payment of interest, such
defaulted interest shall be payable to the persons in whose names such Series 2019 Bonds are
registered at the close of business on a special record date for the payment of such defaulted
interest as established by notice deposited in the U.S. mail, postage prepaid, by the Paying Agent
to the registered Owners of the Series 2019 Bonds not less than fifteen (15) days preceding such
special record date. Such notice shall be mailed to the persons in whose names the Series 2019
Bonds are registered at the close of business on the fifth (5th) day (whether or not a business
day) preceding the date of mailing. Interest on the Series 2019 Bonds shall be computed on the
basis of a three hundred sixty (360) -day year of twelve (12) thirty (30) -day months.
Section 403. Redemption Provisions for the Series 2019 Bonds.
(1) Optional Redemption. The Series 2019 Bonds may be subject to redemption prior
to maturity at the option of the City, in whole or in part at such time or times, and at the
redemption prices as approved and determined by the City Manager and the Director and as set
forth in the Bond Purchase Agreement; provided, however, the redemption premium on the
Series 2019 Bonds shall not exceed the amount set forth in Section 402 hereof. The execution
and delivery of the Bond Purchase Agreement by the City Manager and the Director shall be
conclusive evidence of the City's approval of the optional redemption provisions contained
therein relating to the Series 2019 Bonds.
City of Miami File ID: 6586 (Revision: A) Printed On: 12/6/2019
(2) Mandatory Sinkin4 Fund Redemption. The Series 2019 Bonds consisting of
Term Bonds, if any, shall be subject to mandatory redemption prior to maturity to the extent of
the Sinking Fund Requirements therefor at the principal amount of such Series 2019 Bonds to be
redeemed, plus accrued interest to the date fixed for redemption, but without premium, for which
there is a Sinking Fund Requirement due on such Series 2019 Bonds. The Sinking Fund
Requirements and redemption date or dates for the Series 2019 Bonds consisting of Term Bonds
shall be as approved and determined by the City Manager and the Director, all as set forth in the
Bond Purchase Agreement. The execution and delivery of the Bond Purchase Agreement by the
City Manager and the Director shall be conclusive evidence of the City's approval of the
mandatory sinking fund redemption provisions contained therein relating to the Series 2019
Bonds.
(3) Extraordinary Optional Redemption. The Series 2019 Bonds are subject to
extraordinary optional redemption as provided in Section 302 of the 1998 Bond Ordinance, as a
whole or in part at any time upon payment of one hundred percent (100%) of the principal
amount of the Series 2019 Bonds to be redeemed, plus interest accrued to the redemption date, if
the Department exercises its option to redeem the Series 2019 Bonds pursuant to Section 710 of
the 1998 Bond Ordinance.
(4) Notice of Redemption of the Series 2019 Bonds. Except as otherwise provided
herein, notice of redemption of the Series 2019 Bonds shall be as provided in Section 304 of the
1998 Bond Ordinance.
Notwithstanding anything to the contrary contained herein and in the 1998 Bond
Ordinance, so long as the Series 2019 Bonds are held under a book -entry system by a Securities
Depository, notices of redemption shall be sent only to the Securities Depository or its nominee.
Selection of book -entry interests in the Series 2019 Bonds called, and notice of the call to the
owners of those interests called, is the responsibility of the Securities Depository pursuant to its
rules and procedures, and of its participants and indirect participants. Any failure of the
Securities Depository to advise any participant, or of any participant or any indirect participant to
notify the owner of a book -entry interest, of any such notice and its content or effect shall not
affect the validity of any proceedings for the redemption of any Series 2019 Bonds.
If applicable, in the case of optional redemption only, such notice may be given as a
conditional notice of redemption, in which case such notice shall state the condition and provide
that if such condition is not met on or prior to such redemption date, no such redemption shall
occur.
Section 404. Execution of Series 2019 Bonds. The Series 2019 Bonds shall be
executed in the name of the City by the City Manager and on behalf of the Department by the
Director and the seal of the City shall be imprinted, reproduced, or lithographed on the Series
2019 Bonds and attested to and countersigned by the City Clerk and the Risk Management
Director. In addition, the City Attorney shall sign the Series 2019 Bonds showing approval of
the form and correctness thereof and the Risk Management Director shall sign the Series 2019
Bonds showing approval of the City's insurance requirements. The signatures of the City
Manager, the Director, the City Clerk, the Risk Management Director, and the City Attorney on
the Series 2019 Bonds may be by facsimile. If any officer whose signature appears on the Series
2019 Bonds ceases to hold office before the delivery of the Series 2019 Bonds, his/her signature
shall nevertheless be valid and sufficient for all purposes. In addition, any Series 2019 Bond
may bear the signature of, or may be signed by, such persons as at the actual time of execution of
such Series 2019 Bond shall be the proper officers to sign such Series 2019 Bond, although at the
City of Miami File ID: 6586 (Revision: A) Printed On: 1216/2019
date of such Series 2019 Bond or the date of delivery thereof, such persons may not have been
such officers.
Section 405. Authentication of the Series 2019 Bonds. Only such of the Series 2019
Bonds as shall have been endorsed thereon by a certificate of authentication substantially in the
form set forth in Exhibit "A", duly manually executed by the Bond Registrar, shall be entitled to
any right or benefit under this Series Ordinance and the 1998 Bond Ordinance. No Series 2019
Bond shall be valid or obligatory for any purpose unless and until such certificate of
authentication shall have been duly manually executed by the Bond Registrar and such certificate
of the Bond Registrar upon any such Series 2019 Bond shall be conclusive evidence that such
Series 2019 Bond has been duly authenticated and delivered under this Series Ordinance and the
1998 Bond Ordinance. The Bond Registrar's certificate of authentication on any Series 2019
Bond shall be deemed to have been duly executed if signed by an authorized officer of the Bond
Registrar, but it shall not be necessary that the same officer sign the certificate of authentication
on all of the Series 2019 Bonds that may be issued hereunder at any one time.
Section 406. Book -Entry Onlv Svstem. The Series 2019 Bonds are to be issued as
uncertificated securities pursuant to the book -entry only system maintained by a Securities
Depository, subject to the terms and provisions hereof. Upon initial issuance of the Series 2019
Bonds and until the Series 2019 Bonds are no longer maintained through a Securities Depository
book -entry only system, the registered Owner of the Series 2019 Bonds shall be, and the Series
2019 Bonds shall be registered in the name of, Cede & Co., as nominee of DTC. The Series
2019 Bonds shall be initially issued in the form of separate single typewritten Series 2019 Bond
for each maturity of the Series 2019 Bonds.
(1) The provisions of this Section may be changed or varied with respect to any
Series 2019 Bonds for the purposes of complying with the requirements of any automated
depository and clearinghouse for securities transactions and effectuating any book -entry only
registration and payment system. During any and all times that any of the Series 2019 Bonds are
registered in the name of any Securities Depository pursuant to a book -entry only system of
registration, such Securities Depository shall for all purposes under this Series Ordinance be
considered the registered Owner of such Series 2019 Bond and all references herein to the
registered Owners or Holders shall mean such Securities Depository.
(2) With respect to any Series 2019 Bonds registered in the name of Cede & Co., as
nominee of DTC, or otherwise held pursuant to a book -entry only system maintained by another
Securities Depository, the City, the Bond Registrar, and the Paying Agent shall have no
responsibility or obligation to any DTC participant (or any participant of such other Securities
Depository) or to any beneficial owner (`Beneficial Owner") of such Series 2019 Bonds. As to
any Series 2019 Bonds maintained through a book -entry only system, without limiting the
immediately preceding sentence, the City, the Trustee, the Bond Registrar, and the Paying Agent
shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC,
Cede & Co. or any DTC participant (or any such other Securities Depository) with respect to any
beneficial ownership interest in such Series 2019 Bond, (ii) the delivery to any DTC participant,
any Beneficial Owner or any other person, other than DTC (or any such other Securities
Depository), of any notice with respect to such Series of Bonds, including any notice of
redemption, or (iii) the payment to any DTC participant, any Beneficial Owner or any other
person, other than DTC (or any such other Securities Depository), of any amount with respect to
principal of, redemption premium, if any, or interest on such Series 2019 Bonds.
Notwithstanding any other provision of this Series Ordinance to the contrary, the City, the
Trustee, the Bond Res4istrar, and the Paving Agent shall be entitled to treat and consider DTC (or
City of Miami File ID: 6586 (Revision: A) Printed On: 121612019
any such other Securities Depository) as the absolute Owner of such Series 2019 Bonds for the
purpose of payment of principal of, redemption premium, if any, and interest on such Series
2019 Bonds for the purpose of giving notices of redemption and other matters with respect to
such Series 2019 Bonds for the purpose of registering transfers with respect to such Series 2019
Bonds and for all other purposes whatsoever. The Paying Agent shall pay all principal of,
redemption premium, if any, and interest on such Series 2019 Bonds only to or upon the order of
DTC (or any such other depository then in effect) and all such payments shall be valid and
effective to fully satisfy and discharge the City's obligations with respect to payment of principal
of, redemption premium, if any, and interest on such Series 2019 Bonds to the extent of the sum
or sums so paid. No person other than DTC (or any such other Securities Depository then in
effect) shall receive Series 2019 Bonds evidencing the obligation of the City to make payments
of amounts due pursuant to this Series Ordinance. Upon delivery by DTC (or any such other
Securities Depository then in effect) to the City of written notice to the effect that DTC (or any
such other Securities Depository then in effect) has determined to substitute a new nominee in
place of an existing nominee and subject to the provisions in this Series Ordinance with respect
to interest checks or drafts being mailed to the registered Owners at the close of business on the
Record Date, the name of the existing nominee in this Series Ordinance shall refer to such new
nominee.
(a) The Securities Depository may determine to discontinue providing its
services with respect to the Series 2019 Bonds at any time by giving written notice to the
City and the Bond Registrar and discharging its responsibilities with respect thereto under
applicable law.
(b) The City, in its sole discretion and without the consent of any other
person, may terminate the services of a Securities Depository with respect to the Series
2019 Bonds if the City determines that the continuation of the system of book -entry -only
transfers through such Securities Depository is not in the best interests of the Beneficial
Owners of the Series 2019 Bonds or is burdensome to the City and shall terminate the
services of such Securities Depository with respect to the Series 2019 Bonds upon receipt
by the City and the Bond Registrar of written notice from the Securities Depository to the
effect that it has received written notice from its participants having interest, as shown in
the records of the Securities Depository, in the principal amount of not less than fifty
percent (50%) of the Series 2019 Bonds that (i) the Securities Depository is unable to
discharge its responsibilities with respect to the Series 2019 Bond or (ii) a continuation of
the requirement that all of the Outstanding Series 2019 Bonds be registered in the
registration books kept by the Bond Registrar in the name of the Securities Depository's
nominee is not in the best interest of the Beneficial Owners of the Series 2019 Bonds.
(c) Upon the termination of the services of the Securities Depository with
respect to the Series 2019 Bonds pursuant to subsection (c)(2)(ii) hereof or upon the
discontinuance or termination of the services of the Securities Depository with respect to
the Series 2019 Bonds pursuant to subsection (c)(1) or subsection (c)(2)(i) hereof after
which no substitute Securities Depository willing to undertake the functions 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 2019 Bonds shall no longer be restricted to being registered in the registration
books kept by the Bond Registrar in the name of the Securities Depository's nominee. In
such event, the City shall issue and the Bond Registrar shall authenticate bond certificates
as requested by the depository of the like principal amount in authorized denominations
City of Miami File ID: 6586 (Revision: A) Printed On: 1216/2019
to the identifiable Beneficial Owners in replacement of such Beneficial Owners'
beneficial interest in the Series 2019 Bonds.
(d) Notwithstanding any other provisions of this Series Ordinance to the
contrary, so long as any Series 2019 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 2019 Bonds and all notices with respect to the
Series 2019 Bonds shall be made and given, respectively, to such Securities Depository
as provided in the representation letter (or other similar document required by the
Securities Depository) of the City and the Bond Registrar addressed to the Securities
Depository with respect to the Series 2019 Bonds.
(e) In connection with any notice or other communication to be provided to
Bondholders pursuant to this Series Ordinance or the 1998 Bond Ordinance by the City
or the Bond Registrar with respect to any consent or other action to be taken by
Bondholders, the City or the Bond Registrar, as the case may be, shall establish a record
date for such consent or other action and give the Securities Depository notice of such
record date not less than fifteen (15) calendar days in advance of such record date to the
extent possible.
[End of Article IV]
City of Miami File ID: 6586 (Revision: A) Printed On: 12/6/2019
ARTICLE V
AUTHORIZATION OF SALE OF THE SERIES 2019 BONDS; APPLICATION OF
PROCEEDS AND CREATION OF ACCOUNTS
Section 501. Authorization and Approval of Negotiated Sale of the Series 2019 Bonds:
Authorization and Approval of a Bond Purchase Agreement_ Based on the findings set forth in
Article II hereof, the City Commission hereby approves the negotiated sale of the Series 2019
Bonds to the Underwriters and the Series 2019 Bonds shall be sold and awarded to the
Underwriters upon the terms and conditions set forth herein and as set forth in the Bond Purchase
Agreement.
The negotiation, execution, and delivery of the Bond Purchase Agreement is hereby
authorized and approved in a form acceptable to the Chief Financial Officer, the City CFO, the
Financial Advisor, the City Attorney, Disclosure Counsel, and Bond Counsel. The City
Commission hereby authorizes and directs the City Manager and the Director to determine the
final provisions of the Bond Purchase Agreement within the parameters for the Series 2019
Bonds set forth in Section 402 of this Series Ordinance. Upon compliance by the Underwriters
with the requirements of Sections 218.385(2), 218,385(3), 218.385(6), Florida Statutes, by
delivering the "truth -in -bonding statement" and the "disclosure statement" required by said
statutory provisions, the City Manager, the City CFO, the Finance Director, the Director, the
Chief Financial Officer, and the Risk Management Director are hereby authorized to execute and
the City Clerk is hereby authorized to attest to, seal, and deliver the Bond Purchase Agreement in
such form as acceptable to the Chief Financial Officer, the City's CFO, the Financial Advisor,
the City Attorney, Disclosure Counsel, and Bond Counsel. A draft form as of the date hereof is
attached hereto as Exhibit "B", is subject to such changes, insertions, and omissions, and such
filling in of blanks therein as hereafter may be approved and made by the City Manager and the
Director upon the advice of the Financial Advisor, the Chief Financial Officer, the City's CFO,
the City Attorney, Disclosure Counsel, and Bond Counsel. The execution, attestation, and
delivery of the Bond Purchase Agreement, as described herein, shall be conclusive evidence of
the City's and the Department's approvals of any such determinations, changes, insertions,
omissions, or filling in of blanks.
Section 502. Application of Series 2019 Bond Proceeds: Creation of Cost of Issuance
Account. The proceeds received from the sale of the Series 2019 Bonds shall be applied by the
City as provided below. Simultaneously with delivery of the Series 2019 Bonds, a certificate of
the Director shall be delivered at closing detailing the specific amounts deposited.
(1) If required, a sum specified in the certificate of Director shall be deposited to the
Reserve Account, which together with the funds and Reserve Products then on deposit in the
Reserve Account shall equal the Reserve Requirement on all Bonds Outstanding after the
issuance of the Series 2019 Bonds.
(2) A sum as specified in the Escrow Deposit Agreement shall be deposited into the
escrow account pursuant to the Escrow Deposit Agreement.
(3) A sum specified in the certificate of the Director shall be deposited into an
account hereby established and designated as the "Series 2019 Cost of Issuance Account." Such
proceeds shall be disbursed for payment of expenses incurred in connection with the issuance of
the Series 2019 Bonds (including payment of the expenses of the City). Any balance remaining
in the Cost of Issuance Account after payment or provision for pavment of such costs and
City of Miami File ID: 6586 (Revision: A) Printed On: 121612019
expenses have been made shall be transferred to the Bond Fund and used to pay interest on the
Series 2019 Bonds.
Section 503. Bond Fund Accounts and Subaccounts. In accordance with the terms and
provisions of the 1998 Bond Ordinance including but not limited to Section 501 thereof, the City
hereby authorizes the establishment with the Trustee and the Department, as applicable, of
appropriate accounts and subaccounts of the Bond Fund established under the 1998 Bond
Ordinance for the Series 2019 Bonds, including in particular a Series 2019 Principal Account, a
Series 2019 Interest Account, and a Series 2019 Sinking Fund Account, if applicable, therein.
Section 504. Rebate Account. There is hereby created within the Rebate Account of
the Miami Parking System Fund held by the Department in a Depository a subaccount to be
known as the "Series 2019 Rebate Subaccount." Such Series 2019 Rebate Subaccount shall be
kept separate and apart from all other accounts of the Department and used for the purposes
provided in Section 516 of the 1998 Bond Ordinance. Funds on deposit in the Series 2019
Rebate Subaccount in excess of the rebate amount may be withdrawn and used by the
Department for any lawful purpose.
[End of Article V]
City of Miami File ID: 6586 (Revision: A) Printed On: 12/6/2019
ARTICLE VI
AUTHORIZATION AND APPROVAL OF OTHER FINANCING DOCUMENTS
Section 601. Approval of Form of Trustee, Paving Anent, and Registrar Agreement:
Appointment of Trustee, Paving Anent, and Bond Registrar. The negotiation, execution, and
delivery of a Trustee, Paying Agent, and Registrar Agreement is hereby authorized and approved in
a form acceptable to the City Attorney and Bond Counsel. The City Commission hereby authorizes
and directs the City Manager, the Director, and the Risk Management Director to determine the
final provisions of such Trustee, Paying Agent, and Registrar Agreement. The City Manager, the
Director, and the Risk Management Director are hereby authorized to negotiate, execute, and the
City Clerk is hereby authorized to attest to, seal, and deliver such Trustee, Paying Agent, and
Registrar Agreement in a form acceptable to the City Attorney and Bond Counsel. A draft form of
Trustee, Paying Agent, and Registrar Agreement is attached hereto as Exhibit "C", and is subject
to such changes, insertions, and omissions and such filling in of blanks therein as hereafter may be
approved and made by the City Manager and the Director upon the advice of the City Attorney and
Bond Counsel. The execution, attestation, and delivery of the Trustee, Paying Agent, and Registrar
Agreement, as described herein, shall be conclusive evidence of the City's and the Department's
approvals of any such determinations, changes, insertions, omissions, or filling in of blanks. TD
Bank, National Association is hereby designated as the Trustee under the 1998 Bond Ordinance
and the Paying Agent and the Bond Registrar for the Series 2019 Bonds.
Section 602. Approval of Form of Escrow Deposit Asreement: Appointment of Escrow
Agent. The negotiation, execution, and delivery of an Escrow Deposit Agreement is hereby
authorized and approved in a form acceptable to the Financial Advisor, the Chief Financial
Officer, the City CFO, the City Attorney, and Bond Counsel. The City Commission hereby
authorizes and directs the City Manager and the Director to negotiate and determine the final
provisions of such Escrow Deposit Agreement. The City Manager, the Director, and the Risk
Management Director are hereby authorized to negotiate and execute and the City Clerk is
hereby authorized to attest to, seal, and deliver such Escrow Deposit Agreement. A draft form of
such Escrow Deposit Agreement is attached hereto as Exhibit "D" and is subject to such
changes, insertions, and omissions and such filling in of blanks therein as hereafter may be
approved and made by the City Manager and the Director upon the advice of the Financial
Advisor, the Chief Financial Officer, the City CFO, the City Attorney, and Bond Counsel. The
execution, attestation, and delivery of such Escrow Deposit Agreement, as described herein, shall
be conclusive evidence of the City's and the Department's approvals of any such determinations,
changes, insertions, omissions, or filling in of blanks. TD Bank, National Association is hereby
designated as the Escrow Agent for the Series 2019 Bonds.
Section 603. Redemption of Refunded Bonds. The Chief Financial Officer is hereby
authorized to select the Series 2009 Bonds to be refunded and is hereby authorized to call such
Refunded Bonds in accordance with the Plan of Refunding as described in the Preliminary Official
Statement. The Paying Agent for the Refunded Bonds is hereby authorized to provide written
notice of such redemption to the registered owners of such Refunded Bonds and to any Bondholder
whose name and address are on file with the Paying Agent. The Escrow Agent is hereby
authorized and directed to publish the notice of redemption, if required, and file such notice on
behalf of the City and the Department with the Municipal Securities Rulemaking Board on
EMMA_
The Chief Financial Officer is hereby authorized to direct the investment of funds held
under the Escrow Deposit Asreement. The Chief Financial Officer, the Financial Advisor, Bond
City of Miami File ID: 6586 (Revision: A) Printed On: 121612019
Counsel, and/or Escrow Agent, to the extent necessary to accomplish the defeasance and
refunding of the Refunded Bonds, are authorized to (i) subscribe for United States Treasury
Obligations State and Local Government Series ("SLGS"), (ii) arrange for the purchase, from
funds available for such purpose pursuant to the terms hereof, of Government Obligations, or
(iii) gross fund the escrow account and hold such moneys in cash.
In the event the Chief Financial Officer determines to invest amounts held under the
Escrow Deposit Agreement in Government Obligations (other than SLGS), the Chief Financial
Officer is hereby authorized to appoint a bidding agent to conduct a bid process for the purchase of
such securities.
Moneys in the various funds and accounts created under the 1998 Ordinance and Series
2009 Ordinance for the benefit of the Refunded Bonds may be transferred as provided by a
certificate to be executed by the City Manager, the Director, the City's CFO, and the Chief
Financial Officer.
Section 604. Preliminary Official Statement: Official Statement. The use of the
Preliminary Official Statement in connection with the marketing of the Series 2019 Bonds is
hereby authorized. The Preliminary Official Statement in draft form as of the date hereof is
attached hereto as Exhibit "E," is hereby approved, and is subject to such changes, insertions,
omissions, and such filling in of blanks therein as may be approved by the City Manager and the
Director. The City Manager, the Director, the City CFO, and the Chief Financial Officer are
hereby authorized to approve and execute, on behalf of the City, an Official Statement relating to
the Series 2019 Bonds with such changes from such Preliminary Official Statement within the
authorizations and limitations contained herein as the City Manager and the Director in
consultation with the Financial Advisor, the City Attorney, Bond Counsel, and Disclosure
Counsel in their sole discretion, may approve such execution to be conclusive evidence of such
approval. The City Manager and/or the Director are hereby authorized to deem such Preliminary
Official Statement final for the purposes of Rule 15c2-12 of the Securities and Exchange
Commission ("Rule") and to execute such documents as may be necessary therefore. The
Director or his designee is hereby authorized to provide for the printing of the Preliminary
Official Statement and the Official Statement by the lowest and most responsive bidder therefor
and the payment of the cost of such printing is hereby authorized to be paid from the proceeds of
the Series 2019 Bonds.
Section 605. Approval of the Form of the Disclosure Dissemination Aaent
Asreement: Appointment of Dissemination Asent. For the benefit of the Holders and Beneficial
Owners from time to time of the Series 2019 Bonds, the City and the Department each agrees in
accordance with the Rule and as the only obligated persons with respect to the Series 2019
Bonds under the Rule, to provide or cause to be provided such financial information and
operating data, financial statements, and notices in such manner as may be required for purposes
of paragraph (b)(5) of the Rule. In order to describe and specify certain terms of the City's
continuing disclosure agreement, including provisions for enforcement, amendment, and
termination, the Chief Financial Officer is hereby authorized and directed to sign and deliver, in
the name and on behalf of the City and the Department, a Disclosure Dissemination Agent
Agreement ("Disclosure Dissemination Agent Agreement") with Digital Assurance Certification
LLC ("DAC") in such form acceptable to the City Attorney, Disclosure Counsel, and Bond
Counsel. A draft form of such Disclosure Dissemination Agent is attached hereto as Exhibit "F"
and is subject to -such changes, insertions, omissions, and such filling-in of blanks therein as may
be approved by the Chief Financial Officer and in consultation with the City Attorney, Bond
City of Miami File ID: 6586 (Revision: A) Printed On: 121612019
Counsel, and Disclosure Counsel, the final form of which is to be approved by the City Attorney.
The execution and delivery of the Disclosure Dissemination Agent Agreement for and on behalf
of the City by the Chief Financial Officer shall be deemed conclusive evidence of the City's and
Department's approvals of such Disclosure Dissemination Agent Agreement. Notwithstanding
any other provisions of this Series Ordinance, any failure by the City or the Department to
comply with any provisions of such Disclosure Dissemination Agent Agreement or this Section
605 shall not constitute a default under this Series Ordinance or the 1998 Bond Ordinance and
the remedies therefor shall be solely as provided in the Disclosure Dissemination Agent
Agreement. DAC is hereby appointed dissemination agent under the Disclosure Dissemination
Agent Agreement for the Series 2019 Bonds.
Section 606. Bond Insurance Policv and/or Reserve Product. In order to produce the
lowest true interest cost possible for the Series 2019 Bonds or any portion thereof, the City
Manager and the Director are hereby authorized to secure a Bond Insurance Policy in the form of
a municipal bond insurance policy and/or a Reserve Policy, in the form of a reserve surety or
letter of credit, with respect to the Series 2019 Bonds if, after consultation with the Financial
Advisor and the Chief Financial Officer, the Director determines that obtaining such Bond
Insurance Policy and/or Reserve Product is in the best interests of the City. The City Manager
and the Director are hereby authorized 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 2019 Bonds and the City Manager and the Director are hereby authorized to negotiate,
enter into, execute, and deliver such agreements as may be necessary to secure such Bond
Insurance Policy and/or Reserve Product, in a form acceptable to the Chief Financial Officer, the
CFO, the Financial Advisor, the City Attorney, Disclosure Counsel, and Bond Counsel. The
City Manager's and the Director's executions of any such agreements, after consultation with the
Chief Financial Officer, the Financial Advisor, the City's CFO, the City Attorney, Disclosure
Counsel, and Bond Counsel, is to be conclusive evidence of the City's and the Department's
approvals thereof, the final form of which is to be approved by the City Attorney and the Risk
Management Director.
[End of Article VI]
City of Miami File ID: 6586 (Revision: A) Printed On: 12/6/2019
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 701. Ratification of Selection of Underwriters and Financial Advisor. The
City Commission hereby ratifies, confirms, and approves the selection of the Underwriters and
the Financial Advisor with respect to the Series 2019 Bonds by the City's Finance Committee
and Department. The City Commission hereby ratifies, confirms, and approves the selection by
the Finance Committee and the Department with respect to the Series 2019 Bonds of Jefferies
LLC, as the "Senior Manager" and as representative of itself and of the "Co -Managers" which
are Raymond James & Associates, Inc. and Estrada Hinojosa & Company, Inc. (the Senior
Manager and the Co -Managers being referred to collectively as the" Underwriters") and Hilltop
Securities, Inc. as the Financial Advisor to the Department.
Section 702. Further Authorizations. The City Manager, the Chairman of the
Department, the Director, the Chief Financial Officer, the City CFO, the City Clerk, the Finance
Director, the City Attorney, the Risk Management Director, and such other officers and
employees of the City or the Department, as may be designated by the City Manager or the
Director or either of them, are each designated as agents of the City and the Department in
connection with the sale, issuance, and delivery of the Series 2019 Bonds and are authorized and
empowered, collectively or individually, to take any and all actions and steps and to execute any
and all instruments, documents, and contracts on behalf of the City, including, but not limited to,
the selection and hiring of any professionals or service providers and the negotiation, execution,
and delivery of documentation required in connection with the negotiated sale of the Series 2019
Bonds to the Underwriters that are necessary or desirable in connection with the sale, execution,
and delivery of the Series 2019 Bonds and which are specifically authorized or are not
inconsistent with the terms and provisions of this Series Ordinance, the Bond Purchase
Agreement, the Trustee, Paying Agent and Registrar Agreement, the Disclosure Dissemination
Agent Agreement, the Escrow Deposit Agreement, the Official Statement, or any action relating
to the Series 2019 Bonds heretofore taken by the City or the Department on behalf of the City.
Such officers and those so designated are hereby charged with the responsibility for the issuance
of the Series 2019 Bonds. Any and all costs incurred in connection with the issuance of the
Series 2019 Bonds and/or the refunding of the Refunded Bonds are hereby authorized to be paid
from the proceeds of the Series 2019 Bonds.
Section 703. ADnlicability of Terms and Provision of the 1998 Bond Ordinance. To
the extent that such terms and provisions of the 1998 Bond Ordinance are not inconsistent with
the terms and provisions of this Series Ordinance, such terms and provisions of the 1998 Bond
Ordinance shall apply equally to the Series 2019 Bonds and shall be deemed incorporated by
reference into this Series Ordinance.
Section 704. Severabilitv. If any one or more of the covenants, agreements, or
provisions of this Series Ordinance should be held contrary to any express provision of law or
contrary to any express provision of law or contrary to the policy of express law, though not
expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid,
then such covenants, agreements, or provisions shall be null and void and shall be deemed
severed from the remaining covenants, agreements, or provisions of this Series Ordinance or of
the Series 2019 Bonds issued hereunder.
Section 705. No Third -Party Beneficiaries. Except as herein otherwise expressly
provided, nothing in this Series Ordinance expressed or implied is intended or shall be construed
City of Miami File ID: 6586 (Revision: A) Printed On: 121612019
to confer upon any person, firm, or corporation other than the parties hereto and the Owners and
Holders of the Series 2019 Bonds issued under and secured by this Series Ordinance any rights,
remedy, or claim, legal or equitable, under or by reason of this Series Ordinance or any provision
hereof, this Series Ordinance and all its provisions being intended to be and being for the sole
and exclusive benefit of the parties hereto and the Owners and Holders from time to time of the
Series 2019 Bonds issued hereunder.
Section 706. Controlling Law: Members of Citv and Department Not Liable. All
covenants, stipulations, obligations, and agreements of the City contained in this Series
Ordinance shall be deemed to be covenants, stipulations, obligations, and agreements of the City
to the full extent authorized and provided by the Constitution and laws of the State. No
covenant, stipulation, obligation, or agreement contained herein shall be deemed to be a
covenant, stipulation, obligation, or agreement of any present or future member, agent, or
employee of the City or of the Department in their individual capacity, and neither the members
of the City, the Department, nor any official executing the Series 2019 Bonds shall be liable
personally on the Series 2019 Bonds or this Series Ordinance or shall be subject to any personal
liability or accountability by reason of the issuance of the Series 2019 Bonds or the execution by
the City, the Department, or such members thereof.
Section 707. Repeal of Inconsistent Ordinances. All Ordinances or parts thereof in
conflict herewith are to the extent of such conflict superseded and repealed.
[Signature Page Follows]
City of Miami File ID: 6586 (Revision: A) Printed On: 12/6/2019
Section 708. Effective Date. This Ordinance shall become effective immediately upon
its enactment and signature of the Mayor.'
APPROVED AS TO FORM AND CORRECTNESS:
i ria i ndez, City Horiey __) 10/15/2019
' If the Mayor does not sign this Ordinance, it shall become effective at the end of ten (10) calendar days from the
date it was passed and enacted. If the Mayor vetoes this Ordinance, it shall become effective immediately upon
override of the veto by the Citv Commission.
City of Miami File ID: 6586 (Revision: A) Printed On: 121612019