Loading...
HomeMy WebLinkAboutO-11033J-92-764 1/14/93 ORDINANCE NO. 1 ® 3 3 AN ORDINANCE, WITH ATTACHMENTS, AUTHORIZING THE ISSUANCE OF PARKING SYSTEM REVENUE BONDS OF THE CITY OF MIAMI, FLORIDA UNDER ORDINANCE NO. 10115 ENACTED ON JUNE 26, 1986, IN AN AGGREGATED PRINCIPAL AMOUNT NOT TO EXCEED $20,000,000, IN ONE OR MORE SERIES, FOR THE PURPOSE OF REFUNDING THE CITY'S $16,275,000 PARKING SYSTEM REVENUE BONDS SERIES 1986 AND THE CITY'S $2,000,000 SUBORDINATED PARKING SYSTEM REVENUE BONDS, SERIES 1986; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL AND THE INTEREST ON SUCH BONDS FROM NET REVENUES DERIVED BY THE DEPARTMENT OF OFFSTREET PARKING OF THE CITY OF MIAMI, FLORIDA FROM ITS PARKING SYSTEM AND CERTAIN INVESTMENT INCOME; PROVIDING FOR THE ISSUANCE OF SAID BONDS ON A PARITY WITH THE CITY'S PARKING SYSTEM REVENUE BONDS, SERIES 1992A; AWARDING THE SALE OF SAID BONDS ON A NEGOTIATED BASIS; AUTHORIZING THE CITY MANAGER OR ASSISTANT CITY MANAGER TO APPROVE FINAL PRINCIPAL AMOUNTS, MATURITIES, INTEREST RATES, REDEMPTION PROVISIONS, AND AMORTIZATION REQUIREMENTS, IF ANY; APPROVING THE FORM OF AND AUTHORIZING THE MODIFICATION AND EXECUTION OF A BOND PURCHASE AGREEMENT RELATING TO SAID BONDS; APPROVING THE FORM OF A PRELIMINARY DRAFT PRELIMINARY OFFICIAL STATEMENT PERTAINING TO SAID BONDS AND AUTHORIZING THE APPROVAL AND DELIVERY OF A FINAL OFFICIAL STATEMENT; APPROVING THE FORM OF AND AUTHORIZING THE MODIFICATION AND EXECUTION OF AN ESCROW DEPOSIT AGREEMENT AND DESIGNATING AN ESCROW AGENT THEREUNDER; DESIGNATING A BOND REGISTRAR, AUTHENTICATING AGENT AND PAYING AGENT FOR SAID BONDS; AUTHORIZING CERTAIN OFFICIALS OF THE CITY TO EXECUTE ANY DOCUMENTS REQUIRED IN CONNECTION THEREWITH; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE ANY ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE OF SAID BONDS AND THE REFUNDING OF BONDS TO BE REFUNDED WITH THE PROCEEDS THEREOF; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, The City of Miami, Florida (The "City") is authorized pursuant to the Constitution and the laws of the State of Florida, including particular Chapter 166, Florida Statutes, and its charter, to issue its revenue bonds to acquire land for parking purposes and to erect and construct parking facilities on A►TTA,CHMENT(S) CONTAINED I10 n land owned by or leased by the City or the Department of Offstreet Parking of the City (the "Department"); and WHEREAS, The City Commission of the City (the "City Commission") on June 26, 1986, duly passed and enacted Ordinance No. 10115 (the "General Ordinance"); and WHEREAS, pursuant to the General Ordinance, the City previously issued its $16,275,000 Parking System Revenue Bonds, Series 1986 (the "Series 1986 Bonds"), of which $14,025,000, in principal amount is presently outstanding; and WHEREAS, Section 211 of the General Ordinance provides that the City may issue Additional Bonds, as such term is defined in the General Ordinance ("Additional Bonds"), secured by the General Ordinance for the purpose of providing funds for paying at maturity or redeeming prior to maturity all or any part of the Series 1986 Bonds and any other bonds issued as senior lien bonds from time to time, including the payment of any redemption premium thereon, and any accrued interest and any expenses incurred in connection with such refunding, subject to the conditions set forth in said Section 211; and WHEREAS, Section 718 of the General Ordinance permits, upon the terms and conditions specified therein, the issuance of subordinated debt as such term is defined in the General Ordinance ("Subordinated Debt"), and the principal of, and the redemption premium if any, and interest on such Subordinated Debt may be payable from the proceeds of Additional Bonds to the extent such Subordinated Debt was issued for a purpose for which Additional Bonds may be issued under the General Ordinance; and WHEREAS, pursuant to Ordinance No. 10186 (the 111986 Subordinated Debt Ordinance") enacted by the City Commission on December 1, 1986, the City issued its $2,000,000 Subordinated Parking System Bonds, Series 1986 (the 111986 Subordinated Debt") which constitute Subordinated Debt under the General Ordinance and of which $2,000,000 in principal amount presently remain outstanding; and WHEREAS, in connection with the 1986 Subordinated Bonds, the Department entered into a Repayment Agreement (the "Repayment Agreement") and a Pledge Agreement (the "Pledge Agreement"), each dated as of December 30, 1986, with SunBank/Miami, N.A. ("SunBank") in order to induce SunBank to issue a letter of credit securing the 1986 Subordinated Bonds, which Repayment Agreement and Pledge Agreement constitute subordinated debt under the General Ordinance; and WHEREAS, pursuant to Ordinance No. 10941 (the "1992 Ordinance") enacted in December 5, 1991, the City issued its Parking Systems Revenue Bonds, Series 1992A in the aggregate -2- 11033 principal amount of $4,725,000 pursuant to Section 209 and 211 of the General Ordinance on a parity with the 1986 Series Bonds; and WHEREAS, the 1992 Ordinance, as supplemented by Resolution No. 92-100, adopted on February 13, 1992, provided for the issuance of Additional Bonds to be designated "Parking System Revenue Bonds, Series 1992B" for the purpose of refunding the 1986 Subordinated Debt which were to be sold in a private placement; and WHEREAS, the City never issued the Series 1993A Bonds and now wishes to again authorize the issuance of Additional Bonds under Section 209 of the General Ordinance to refund or reimburse itself for the payment of the Subordinated 1986 Debt either as part of the series of Additional Bonds issued to refund the Series 1986 Bonds or as a separate series of Additional Bonds in the future pursuant to Section 209 of the General Ordinance; and WHEREAS, the City Commission has determined that is in the best interest of the City and its citizens, in order to achieve an interest cost savings, to provide for the issuance of Additional Bonds pursuant to the General Ordinance in an aggregate principal amount not to exceed $20,000,000 ("Series 1993A Bonds") for the purpose of providing funds to refund the Series 1986 Bonds and the 1986 Subordinate Bonds, and such Series 1993A Bonds shall be secured under the General Ordinance by the Net Revenues of the Parking system, together with investment income on certain funds created under the General Ordinance, on a parity with the Series 1992A Bonds; and WHEREAS, the City desires to approve the sale of the Series 1993A Bonds on a negotiated basis; and WHEREAS, the City desires to provide for the approval of the details and the documents with respect to the Series 1993A Bonds. NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Authority. This Ordinance is enacted pursuant to the charter of the City, but only to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes; Chapter 166, Florida Statutes; the Constitution of the State of Florida; the General Ordinance; and other applicable provisions of law. Section 2. Definition. All terms used herein in capitalized form and not otherwise defined herein shall have the same meaning as set forth in the General Ordinance. (Words defined in the preamble shall have the meanings ascribed to them therein, which definitions are herein incorporated by reference thereto.) -3- 11033 In addition the following terms shall have the meanings set forth below: "Code" shall mean the Internal Revenue Code of 1986, as amended, and any applicable regulation thereunder. "Escrow Agent" means the bank or trust company designated as the Escrow Agent under the Escrow Agreement. "Escrow Deposit Agreement" means the Escrow Deposit Agreement by and between the City and the Escrow Agent, the form of which is attached as Exhibit "C", pursuant to which a portion of the proceeds of the Series 1993A Bonds shall be held, invested and applied by the Escrow Agent as provided in this Ordinance and the Escrow Deposit Agreement. "Refunded Bonds" means collectively the Series 1986 Bonds and the 1986 Subordinated Bonds. "Registrar" means the City of Miami or any trust company or bank with trust powers appointed from time to time by subsequent ordinance or resolution of the City to serve under this Ordinance. "Series 1986 Bonds" means the City of Miami Parking System Revenue Bonds, Series 1986, in the aggregate principal amount of $16,275,000. 111986 Subordinated Bonds" means the City of Miami Subordinated Parking System Revenue Bonds, Series 1986, currently outstanding in the principal amount of $2,000,000. "Series 1992A Bond" means the City of Miami Parking System Revenue Bonds in the aggregate principal amount of $4,725,000. Section 3. Rules of Construction. Words of masculine gender include correlative words of the feminine and neuter gender. Unless the context shall otherwise indicate the words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. Section 4. Findings and Determinations. The City Commission has found and determined and does hereby declare as follows: A. The City is authorized under the Constitution, and the laws of the state of Florida to issue bonds for various purposes, including the refunding of the Refunded Bonds, and the refunding of the Refunded Bonds constitutes a valid and proper public purpose. -4- 11033 B. The City has the authority to under the General Ordinance to issue Additional Bonds payable on a parity with the Bonds outstanding thereunder from the Net Revenues. C. It is necessary and in the best interest of the City and the citizens and taxpayers thereof that the City issue the Series 1993A Bonds in order to refund the Refunded Bonds. D. The Refunded Bonds were issued to finance the cost of City's Parking System Facilities. E. The Series 1993A Bonds shall constitute Additional Bonds within the meaning and contemplation of the General Ordinance and will be payable from (i) the Net Revenues on a parity with the Series 1986 Bonds that remain outstanding, the Series 1992A Bonds, and any Additional Bonds which may be issued in the future and (ii) any investment income held in Funds and Accounts and in no event shall the Series 1993A Bonds constitute a debt of the City for which the faith and credit of the City is pledged nor shall the issuance of the Series 1993A Bonds directly or indirectly or contingently obligate the City to levy any tax or pledge any form of taxation whatever and shall not constitute a charge, lien or encumbrance, legal or equitable, upon the property of the City. F. Because of the characteristics of the Series 1986 Bonds and the 1986 Subordinated Bonds, prevailing and anticipated marketing conditions and savings to be realized from an expeditious sale of the Series 1993A Bonds, and taking into account the advice of the Department's Financial Advisor, Kidder, Peabody & Co., Incorporated, it is in the best interest of the City to sell the Series 1993A Bonds at a negotiated sale with the Underwriter or by a private placement, or in part by private placement. G. The estimated Net Revenues are expected to be sufficient to timely pay debt service on the Series 1993A Bonds and all other Bonds outstanding under the General Ordinance. H. The Net Revenues are not pledged or encumbered in any manner except to pay the principal of and interest on the Bonds and the other payments required in the General Ordinance. I. The City is not in default in performing any of the covenants and obligations assured by it under the General Ordinance the 1986 Subordinated Debt Ordinance, or the Series 1992 Ordinance and all payments required thereunder to have been made into the accounts and funds established therein have been made to the full extent required. J. The Series 1993A Bonds will not be issued unless the requirements of Section 209 and/or Section 211 of the General Ordinance are satisfied on or prior to the issuance thereof and -5- 11033 upon the issuance in accordance with the terms hereof, and of the General Ordinance and the 1986 Subordinated Debt Ordinance. R. The Underwriters and the Bond Registrar have provided or will prior to the issuance and delivery of the Series 1992B Bond provide the City with sworn statements regarding public entity crimes containing the information required by Section 287.133(3)(a), Florida Statutes. L. The Underwriters will, prior to the execution of the Bond Purchase Agreement, provide the City with a disclosure statement regarding the Series 1993A Bonds containing the information required by Section 218.385(b), Florida Statutes, and no further disclosure is requested by the City. Section 5. This Ordinance to Constitute Contract. Upon and in consideration of the purchase and acceptance of the Series 1993A Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Ordinance, together with the General Ordinance, shall be deemed to be and shall constitute a contract between the City and such Bondholders. The covenants and agreements set forth herein and in the General Ordinance to be performed by the City shall be for the equal and proportionate benefit, protection and security of the Bondholder of any and all of the Series 1993A Bonds and the Bondholders of all other Bonds outstanding under the General Ordinance, all of which shall be of equal rank and without preference, priority or distinction over any other thereof, except as expressly provided therein and herein. All of the covenants in the General Ordinance shall apply to the Series 1993A Bonds. Section 6. Authorization of Refunding. The refunding of the Refunded Bonds in accordance with the terms hereof and of the Escrow Deposit Agreement is hereby approved and authorized. Section 7. Authorization of Issuance and Sale of Series . Subject to and pursuant to the provisions of the General Ordinance, the Series 1993A Bonds are hereby authorized to be issued in one or more Series in an aggregate principal amount not to exceed $20,000,000 and to be sold at a negotiated sale with the Underwriters. Notwithstanding anything to the contrary, however, the Series 1993A Bonds shall not be sold, issued and delivered until the conditions specified in Sections 209 and 211 of the General Ordinance have been met. Section 8. Terms and Form of the Series 1993A Bonds. A. The Series 1993A Bonds shall be issued in one or more series in an aggregate principal amount not to exceed $20,000,000, as fully registered bonds in the denomination of $5,000 or any integral multiple thereof. !M 11033 B. The City Manager or any Assistant City Manager is hereby authorized, subject to the limitations set forth below, to award the sale of the Series 1993A Bonds to the Underwriters and to fix and determine the date, final principal amount, interest rates, interest payment dates, maturities, redemption provisions, amortization requirements, and other details of the Series 1993A Bonds, subject to the limitations set forth below, the City Manager or the Assistant City Manager shall fix and determine such matter so as to provide the lowest overall borrowing cost then reasonably available to the City. (i) The interest rate for each maturity of the Series 1993A Bonds shall be approved by the City Manager or Assistant City Manager but in no event shall the interest rate, for each maturity of the Series 1992B Bond exceed the lessor of (i) S% per annum or (ii) the maximum rate of interest permitted by law. (ii) The Series 1992B Bond shall be issued as serial or term bonds in aggregate principal amounts, and shall mature on October 1 in the year ( not to exceed twenty-five ( 25 ) years from the date of original issuance thereof), as shall be approved by the City Manager or Assistant City Manager. (iii) The Series 1992B Bond shall be subject to mandatory and optional redemption upon such terms and conditions as shall be approved by the City Manager or Assistant City Manager, provided, however, that in no event shall the redemption premium on any Series 1992B Bond exceed three percent (3%) of the principal amount thereof; and (b) in no event shall the period during which any Series 1992B Bond is not subject to redemption at the option of the City exceed ten (10) years from the date of original issuance thereof. (iv) The City Manager or Assistant Manager shall determine and approve all details and provisions of the Series 1992B Bond not set forth or provided for herein or in the General Ordinance, which details and provisions shall not be inconsistent herewith or with the General Ordinance. C. The Series 1993A Bonds shall be issued in substantially the form set forth in Section 203 of the General Ordinance. D. Interest on the Series 1993A Bonds shall be paid by check or draft mailed to the registered owners of the Series 1992B Bond at the addresses as they appear on the registration books maintained by the Trustee as Bond Registrar at the close of business on the fifteenth day (whether or not a business day) of the month next preceding the interest payment date, irrespective of any transfer or exchange of any Bond subsequent to such date and prior to such interest payment date. -7- 11033 E. Any notice of redemption with respect to the Series 1993A Bonds shall be mailed by the Bond Registrar in accordance with the provisions of the General Ordinance, respectively, to all holders of such bonds to be redeemed, in whole or in part, at their addresses as they appear on the registration books maintained by the Bond Registrar if in book entry form, by the Depository Trust Company ("DTC") at the close of business on the forty-fifth day (whether or not a business day) preceding the date of such redemption. The Trustee shall not be required to transfer or exchange any Series 1993A Bonds after the mailing of notice calling such bonds or portion thereof for redemption has been given as provided in the General Ordinance and this Ordinance. F. In addition to the requirements of the General Ordinance relating to notice of redemption, and payment of the redemption, each notice of redemption and payment of the redemption price relating to the Series 1993A Bonds shall meet the requirements set forth in (i), (ii) and (iii) below; provided, however, that notwithstanding any other provision of this Ordinance to the contrary, failure of such notice or payment to comply with the terms of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as otherwise prescribed above in this section. (i) Each Notice of Redemption shall be sent at least thirty-five days (35) before the redemption date by registered or certified mail or overnight delivery service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of the type comprising the Series 1993A Bonds (such depositories now being the Depository Trust Company, New York, New York, Mideast Securities Trust Company, Chicago, Illinois, Pacific Securities Depository Trust Company, San Francisco, California and Philadelphia Depository Trust Company, Philadelphia, Pennsylvania) and to one or more national information services that disseminate notice of redemption of obligations such as the Series 1993A Bonds. (ii) Upon the payment of the redemption price of the Series 1993A Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP Number identifying, by issue and maturity, the bonds being redeemed with the proceeds of such check or other transfer. Section 9. Agg ication of Series 1993A Bonds Proceeds. To the extent not otherwise provided by the City by certificate of the Mayor or Vice Mayor delivered at or prior to the issuance and delivery of the Series 1993A Bonds, the proceeds from the sale of the Series 1993A Bonds, including accrued interest, shall be applied by the City as follows: -8- 11033 A. Accrued interest, if any, shall be deposited in the Interest Account and used for and applied to the payment of interest next coming due on the Series 1993A Bonds. B. An amount equal to the costs of issuance of the Series 1993A Bonds shall be deposited in the Cost of Issuance Fund (as defined below) and used to pay when due the expenses of issuing the Series 1993A Bonds, including but not limited to, financial advisory, accounting and legal fees, parking consultant fees, rating agency fees, printing costs, bond insurance premiums, Paying and Escrow Agent fees and expenses related to the foregoing and any other miscellaneous expenses of issuing the Series 1993A Bonds. C. An amount, which when added to the amount then on deposit in the Reserve Account, shall be equal to the Reserve Requirement on all Bonds outstanding, shall be deposited in the Reserve Account or, in lieu thereof, to the extent provided by subsequent ordinance or resolution of the City enacted or adopted prior to the issuance of the Series 1992B Bond, an amount equal to the cost of a bond insurance policy, letter of credit or a combination thereof complying with the requirements of Section 507 of the General Ordinance, shall be set aside by the City and applied to pay the provider of such bond insurance policy or letter of credit. Section 10. Annroval of Bona Purchase agreemenz; "Rrovai of Official Statement; ARRroval of Escrow DeRosit Agreement. A. The Form of the Bond Purchase Agreement presented by the Underwriters and attached hereto as Exhibit "A" is hereby approved. The City Manager or any Assistant City Manager is hereby authorized to accept the offer of the Underwriters to purchase the Series 1993A Bonds in the aggregate principal amount of not exceeding $20,000,000, at interest rate determined in accordance with Section 8 hereof and at a purchase price of not less than 97.5% of the par amount of the Series 1993A Bonds, plus accrued interest thereon to the date of delivery pursuant to the terms hereof and of the Bond Purchase Agreement, to execute the Bond Purchase Agreement for and on behalf of the City in substantially the form attached hereto as Exhibit "A" with changes, insertions and omissions and filling of blanks therein as may be approved by the City Manager or Assistant City Manger, and to deliver the Bond Purchase Agreement to the Underwriters. B. The City hereby approves. the form and content of the draft Preliminary Official Statement attached hereto as Exhibit "B". The Mayor or Vice Mayor and the City Clerk or any Assistant City Clerk of the City are hereby authorized to approve the form of a Preliminary Official Statement, including for purposes of making any findings required under SEC Rule 15(c)2-12, in substantially the form of the draft Preliminary 11033 Official Statement attached hereto together with such changes, insertions, omissions and filling of blank therein as they in their sole discretion may approve, and to authorize the use of such Preliminary Official Statement by the Underwriters in the initial marketing of the Series 1993A Bonds. The Mayor or Vice Mayor and the City Clerk or Deputy City Clerk or any Assistant City Clerk are hereby authorized to approve and execute, on behalf of the City, the Final Official Statement relating to the Series 1993A Bonds, with such changes from the Preliminary Official Statement as they, in their sole discretion, may approve, such execution to be conclusive evidence of such approval. The form of the Escrow Deposit Agreement attached hereto as Exhibit "C" is hereby approved. City Manager or any Assistant City Manager is hereby authorized to execute it on behalf of the City with such changes, insertions and omissions and filling of blanks therein as may be approved by the City Manager or Assistant City Manager, and to deliver the Escrow Deposit Agreement to the Escrow Agent. Section 11. Trustee, Authenticating Agent, Paying Agent and Bond Registrar and Escrow Agent. Sun Bank, National Association, Orlando, Florida is hereby appointed and designated as the Trustee, Authenticating Agent, Bond Registrar, Paying Agent and Escrow Agent for the Series 1993A Bonds. Section 12. Authorizations. A. The Mayor or Vice Mayor and the City Clerk or Deputy City Clerk or any Assistant City Clerk of the City are hereby authorized and directed on behalf of the City to execute the Series 1992B Bond (including any temporary bond or bonds) as provided in this Ordinance and any of such officers are hereby authorized and directed upon the execution of the Series 1993A Bonds in the form and manner set forth in this Ordinance to deliver the Series 1993A Bonds in the amount authorized to be issued hereunder, to the Bond Registrar for authentication and delivery to or upon the order of the Underwriters pursuant to the Bond Purchase Agreement, upon payment of the purchase price and upon compliance by the Underwriters with the terms of the Bond Purchase Agreement. B. The Mayor or Vice Mayor, City Clerk, Deputy City Clerk, any Assistant City Clerk, and such other officers and employees of the City as may be designated by the Mayor or Vice Mayor, are each designated as agents of the City in connection with the issuance and delivery of the Series 1993A Bonds and are authorized and empowered, collectively or individually, to take all actions and steps and to execute all instruments, documents, and contracts on behalf of the City that are necessary or desirable in connection execution and delivery of the Series -10- 11033 1992B Bond and the refunding of the Refunded Bonds, including with limitation a Letter of Representations to the Depository Trust Company if the Series 1992B Bond are issued in book entry only form, and which are specifically authorized by or are not inconsistent with, the terms and authorized by or are not inconsistent with, the terms and provisions of this Ordinance or any action taken by the City. Such Officers and those so designated are hereby charged with the responsibility for the issuance of the Series 1993A Bonds. C. The City Manager or any Assistant City Manager is authorized to arrange for municipal bond insurance insuring the Series 1993A Bonds if feasible, to execute a commitment for such bond insurance, to pay the premium or premiums with respect thereof, and to take all actions and to execute such documents as may be required in connection therewith. The City Manager or any Assistant City Manager also is authorized to arrange for a bond insurance policy, letter of credit or a combination thereof, in an amount equal to the amount required to be deposited in the Reserve Account as provided under Section 9 hereof, to execute a commitment for such bond insurance or letter of credit, to pay the premium or premiums or letter of credit fees with respect thereof, and to take all actions and to execute such documents as may be required in connection therewith. Section 13. CoMFliance with Tax Requirements. The City hereby covenants and agrees, for the benefit of the Bondholders from time to time of the Series 1993A Bonds, to comply with the requirements applicable to it contained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Code, or any successor provisions to the extent necessary to preserve the exclusion of interest on the Series 1993A Bonds from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the City covenants and agrees: A. to set aside sufficient monies from the Net Revenue or other legally available funds of the City in the Rebate Funds (as defined below) to timely pay the Rebate Amount (as defined below) to the United States of America; B. to pay to the United States of American from any legally available funds, at the times required pursuant to Section 148(f) of the Code, the excess of the amount earned on all nonpurpose investments (as defined in Section 148(f)(6) of the Code) over the amount which would have been earned if such non -purpose investments were invested at a rate equal to the yield on the Series 1993A Bonds, plus any income attributable to such excess (the "Rebate Amount"); C. to maintain and retain all records pertaining to and to be responsible for making or causing to be made all -11- 11033 determinations and calculations of the Rebate Amount and required payments of the Rebate Amount as shall be necessary to comply with the Code; D. to refrain from using proceeds from the Series 1993A Bonds in a manner that would cause the Series 1993A Bonds or any of them, to be classified as private activity bonds under Section 141(a) of the Code; and E. to refrain from taking any action that would cause the Series 1993A Bonds, or any of them, to become arbitrage bonds under Section 103(b) and Section 148 of the Code. The City understands that the foregoing covenants impose continuing obligations on the City to comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable. Section 14. Creation of Rebate Fund. The City shall establish with the Trustee a special fund designated "The City of Miami Parking System Revenue Bonds, Series 1992B Rebate Fund" (herein called the "Rebate Fund"). The moneys deposited and held in the Rebate Fund shall not be subject to the lien of this Ordinance or the General Ordinance or to any claim by any Bondholder and shall not be applied to the payment of the principal, premium if any, or interest on the Series 1993A Bonds. The City covenants and agrees that, on an annual basis and upon the final maturity of the Series 1993A Bonds, it shall make or have made all necessary determinations and calculations of the Rebate Amount and will deposit or cause the Trustee to deposit into the Rebate Fund from Net Revenues, or from other legally available funds of the City, the amount necessary to increase the amount in the Rebate Fund to the Rebate Amount. The City shall use the amount in the Rebate Fund only for the payment of the Rebate Amount to the United States. Funds on deposit in the Rebate Fund in excess of the Rebate Amount, however, may be withdrawn and paid over to the City. Section 15. Creation of Cost of issuance Fund. The City shall establish with the Trustee a special fund designated "The City of Miami Parking System Revenue Bonds, Series 1992 Cost of Issuance Fund" (herein called the "Cost of Issuance Fund"). Moneys on deposit in the Cost of Issuance Fund shall be used to pay costs of issuing the Series 1993A Bonds and shall be disbursed by the Trustee upon receipt of requisitions signed by the Finance Director of the Department. Section 16. Qualification for the Deggsitory Trust Comuanvy. If determined by the City Manager or any Assistant City Manager to be necessary or desirable, the City Manager and the Assistant Manager are hereby authorized to take such actions as may be -12- 11033 necessary from time to time to qualify the Series 1993A Bonds for deposit with the Depository Trust Company of New York ("DTC"), including but not limited to, providing for wire transfers of interest and principal payments with respect to the Series 1993A Bonds, utilization of electronic book entry data received from DTC in place of actual delivery of Series 1993A Bonds and provisions of any notice with respect to the Series 1993A Bonds registered by DTC by overnight delivery, courier service, telegram, telecopier or the similar means of communication. Section 17. Effect on General Ordinance. Except as supplemented and amended hereby, all provisions of the General Ordinance remain in full force and effect. Section 18. Severability. If any one or more of the covenants, agreements or provisions of this Ordinance should be held 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 separate from the remaining covenants, agreements or provisions of this Ordinance or of the Series 1992 Bonds issued hereunder. Section 19. Effective Date. This Ordinance shall become effective thirty (30) days after final reading and adoption thereof. PASSED ON FIRST READING BY TITLE ONLY this loth day of December , 1992. PASSED AND ADOPTED ON SECOND AND F this 14th day of January , 1993. ATTESTIQ MATTI HIRAI, CITY CLERK PREPARED AND APPROVED BY: RAFAEL 0. DIAZ DEPUTY CITY AT 188TX3229G 101492/1/mc/99997.0188 -13- .VIER L. BY TITLE ONLY YOR APPROVED AS TO FORM AND CORRECTNESS: A QU N , II CITY ATTO .7 11033 N011-03-1992 17:31 FROM ;RNE9,MCGHEE TO 13055793399e114 P.CIO2 EXHIBIT A CITY OF MIAMI, FLORIDA PARKING SYSTEM REVENUE REFUNDING BONDS, SERIES 1992B BOND PURCHASE AGREEMENT , 1992 Honorable Mayor and Members of the City Commission of The City of Miami, Florida 3006 Pan American Drive Miami, Florida 33133 Dear Commissioners: The undersigned, Howard Gary & Company (hereinafter called the "Representative"), acting on behalf of itself and on behalf of Amerisecurities Capital Corporation, Argyle Securities and Gunman & Company (the representative and such underwriters jointly and severally being herein collectively called the "Underwriters"), offers to enter into this Bond Purchase Agreement with The City of Miami, Florida (the "City") and the Department of off -Street Parking (the "Department"). Upon the acceptance of this offer and the execution of this Bond Purchase Agreement by the City and the Department, this Bond Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the City, the Department and the Underwriters. This offer is made subject to your acceptance and execution of this Bond Purchase Agreement on or before 11:59 p.m., New York City time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriters upon oral or written notice delivered by the Representative to the City at any time prior to the acceptance hereof by the City. Capitalized terms used herein unless otherwise defined shall have the meanings ascribed thereto in the Authorizing ordinance (hereinafter defined). 1. Purchase of Bonds. Upon the terms and conditions and upon the basis of the representations, warranties and agreements hereinafter set forth, the Underwriters, jointly and severally, hereby agree to purchase from the City for offering to the public $ in aggregate principal amount of the City of Miami, Florida, Parking System Revenue Refunding Bonds, series 1992B (the 111992B Bonds"), and the City hereby agrees to sell to the Underwriters all of the Bonds at a purchase price of $ [(being $ , the face amount of the 1992B Bonds, less $ of Underwriter's discount and less $ of original issue discount)} plus accrued interest on the 1992B Bonds 110313 MG', - 3-92 TUE 17:28 G3 P. 02 NOU-03-1':+92 17: 32 FROM ERNES, MCGHEE TO 1305c7933990114 F. 0071 from April 1, 1992 to the day of Closing (hereinafter defined), payable to or upon the order of the City, by wire transfer in immediately available federal funds. The Underwriters agree to make a bona fide public offering of substantially all of the 1992B Bonds to the public at initial public offering prices not greater than (or yields not less than) the initial public offering prices (or yields) set forth in the official Statement (hereinafter defined); provided, however, that the Underwriters reserve the right to make concessions to certain dealers, certain dealer banks and banks acting as agents, and to change such initial public offering prices as the Underwriters shall deem necessary in connection with the marketing of the 1992B Bonds. 2. Good Faith Check. Delivered to the City herewith, as a good faith check, are New York Clearinghouse Funds or a cashier's check, payable to the order of the City in the amount of $ (the "Good Faith Check"), as security for the performance by the Underwriters of their obligation to accept and pay for the 1992B Bonds at Closing in accordance with the provisions hereof. In the event that the City accepts this offer, the city agrees not to cash such check and agrees to hold such Good Faith Check in accordance with this Paragraph 2. The Good Faith Check will serve as security for the performance by the Underwriters of their obligation to accept and pay for the 1992B Bonds at the closing in accordance with the provisions of this Bond Purchase Agreement. Upon compliance by the Underwriters with such obligation, the Good Faith Check shall be returned to the Representative at the Closing. In the event the City does not accept this offer, the Good Faith Check shall be immediately returned to the Underwriters. If the Underwriters fail (other than for a reason permitted hereunder) to accept and pay for the 1992B Bonds at the Closing as provided herein, the Good Faith check shall be retained by the City as and for full liquidated damages, and not as a penalty, for such failure and for any and all defaults hereunder on the part of the Underwriters, and the retention of such amounts shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults hereunder on the part of the Underwriters, it being understood by the parties hereto in the event of a default by the Underwriters hereunder, actual damages may be difficult or impossible to compute. In the event that the City fails to deliver the 1992E Bonds at the Closing, or if the City is unable at or prior to the Closing Date to satisfy or cause to be satisfied the conditions of the obligations of the Underwriters contained in this Bond Purchase Agreement, or if the obligations of the underwriters contained herein shall be canceled or terminated for any reason permitted by this Bond Purchase Agreement, the City shall be obligated to return the Good Faith Check to the Representative, or make immediate payment to the Representative, for the account of the Underwriters, in the amount of the Good Faith Check. 11023 NOV- 3-92 TUE 17:29 G3 P.03 NO�J-O3-199 1f• J FROM ^ARNES,MCGHEE TO 17.0551933995114 P . O04 3. The 1992E Bonds. The 1.992E Bonds shall be issued and secured under and pursuant to the charter of the City, but only to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes; Chapter 166, Florida Statutes; the Constitution of the State of Florida, including, but not limited to, Article VII, Section 2 thereof; Ordinance No. 10115 of the City enacted by the City Commission (the "commission") on June 26, 1986 (the "General Ordinance) and Ordinance No. of the City enacted by the Commission on , 1992 (the "Bond Ordinance" and, collectively with the General Ordinance, the "Authorizing Ordinances"); and other applicable provisions of law (collectively, the "Acts"). The 1992B Bonds shall mature on such dates, and shall bear interest at such rates, as are set forth in Exhibit A attached hereto and made a part hereof and shall be subject to redemption as set forth in the official Statement attached as Exhibit C hereto and made a part hereof. In connection with the public offering of the 1992E Bonds, the Underwriters have delivered to the City a letter containing the information required by Chapter 218.385, Florida Statutes, which letter is in the form attached hereto as Exhibit B and a Public Entity Crimes Affidavit pursuant to Chapter 287.133(1), Florida Statutes. It shall be a condition of the obligation of the City to sell and deliver the 1992B Bonds to the Underwriters, and the obligation of the Underwriters to purchase and accept delivery of the 1992B Bonds, that the entire aggregate principal amount of the 1992B Bonds shall be sold and delivered by the City and paid for by the Underwriters at the Closing. 4. Use of Documents. The City has caused to be prepared and circulated by the Underwriters a Preliminary Official Statement relating to the 1992E Bonds, dated , 1992 (such Preliminary official Statement, including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto and any amendments and supplements thereto that may be authorized by the City for use with respect to the 1992B Bonds being herein called the "Preliminary Official Statement") and the City consents to and ratifies the use of the Preliminary official Statement by the Underwriters prior to the date hereof in connection with the offering of the 1992E Bonds. The City further represents that, as of its date, the Preliminary Official Statement is deemed final except for that information permitted to be omitted by Rule 15c212 ("Rule 1511) of the Securities and Exchange commission ("SEC"). The City hereby agrees to furnish, and authorizes the use of, a reasonable number of printed copies in sufficient quantity to comply with Rule 15 and the rules of the Municipal Securities Rulemaking Board (the "MSRB") of the final Official Statement, dated the date hereof, with respect to the 1992B Bonds (including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto, the "Official Statement"), executed by the City in substantially the form attached hereto as Exhibit C, within seven (7) business days of the date hereof and in time to accompany any confirmation that 3 11033 NOV- 3-92 TUE 17:30 G3 P.44 NOI_1-0:3-191-32 1-: 34 FROM -'ARNES , MCGHEE TO 13Ei- �P . Qo requests payment from any customer. The City agrees to supplement the Official Statement upon request by the Underwriters when, in the reasonable judgment of the Underwriters, such supplementation is required due to a change in the affairs of the City. The reasonable cost of any such supplementation required within 90 days of the Closing Date or during such lesser time allowed by Rule 15 or the rules of the MSRB shall be borne by the City. 5. Conditions precedent to Execution of this Bond Purchase Agreement by the Representative. On or before the acceptance by the City of this Bond Purchase Agreement, the City shall deliver to the Representative together with such reasonable number of copies thereof as the Representative may request a marked -up copy of the Preliminary Official Statement which shall be deemed final by the City, and, within seven days from the date of this Bond Purchase Agreement, a clean copy of the final Official Statement of the City, dated, 1992, relating to the 1992E Bonds. 6. Representations and Warranties of the City and the Department. The City and the Department represent and warrant to the Underwriters as follows: (a) As of the date thereof, the information and statements contained in the Preliminary Official Statement were true and correct in all material respects and, as of such date, the Preliminary Official Statement did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and at the time of acceptance hereof and at the time of Closing, the statements contained in the Preliminary Official Statement (other than as modified in the Official Statement) and in the Official Statement, are and will be accurate in all material respects for the purposes for which their use is authorized, and do not and will not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) When executed and delivered by the City in accordance with the provisions of this Bond Purchase Agreement, the 1992E Bonds will have been duly authorized by the City, in the manner required under applicable law, executed, issued and delivered and will constitute valid and binding obligations of the City, enforceable against the City in accordance with their terms, in conformity with the Authorizing Ordinances, such enforceability being subject to bankruptcy, insolvency, reorganization, moratorium or similar laws, relating to or affecting the enforcement of creditors, rights generally and to the exercise of judicial discretion in accordance with 4 11033 NOV- 3-92 TUE 17:31 G3 P.05 NOS-a.;-1992 17: O5 FROM gPRNES . MC GHEE TO F . KIS general principles of equity. (c) The enactment by the City of the Authorizing Ordinances and the execution and delivery by the City of the 1992B Bonds, and the execution and delivery by the City and the Department of this Bond Purchase Agreement, the Escrow Deposit Agreement (hereinafter defined) and all other documents executed and delivered by the City and/or the Department in connection with the issuance of the 1992E Bonds and the compliance by the City and the Department with the provisions thereof will not in any material respect conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any agreement or other instrument to which the City and/or the Department is a party or by which the City and/or the Department is bound, or any existing law, administrative regulation, court order or consent decree to which the City and/or the Department or their property is subject. (d) The City and the Department will furnish such information, execute such instruments and take such other action in cooperation with the Representative as the Representative may reasonably request, to (i) qualify the 1992E Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States of America as the Representative may designate, and (ii) determine the eligibility of the 1992B Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the 1992B Bonds; provided, however, that the City and the Department shall not be required to register as a dealer or broker in any such jurisdiction or to file written consent to suit or to service of process in any jurisdiction or become subject to the service of process in any jurisdiction. (a) During the period from the date hereof to and including a date which is ninety (90) days, or twenty-five (25) days if the Official statement is deposited with a nationally recognized municipal securities information repository, following "the end of the underwriting period" (hereinafter defined) for the 1992B Bonds, the city will (a) not adopt any amendment of or supplement to the Official Statement to which, after having been furnished with a copy, the Representative shall reasonably object in writing, unless the City has obtained an opinion of counsel which may be the City Attorney (hereinafter defined); Co -Bond Counsel (hereinafter defined), or any other counsel retained by the City and generally recognized as knowledgeable in the field of municipal bonds, stating that such amendment or supplement is necessary in order to make the official Statement not 5 11033 NOV- 3-92 TUE 17:32 G3 P.06 NOV-03-1992 17:36 FROM '�ARNE'=.MiGHEE TO 17-0537937998114 P.L107 misleading in light of the circumstances existing at the time that it is delivered, and (b) if any event relating to or affecting the City, the Department or the 1992E Bonds shall occur which would or might cause the information contained in the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the City shall notify the Underwriters thereof, and, if as a result of which it is necessary in the opinion of the City or Counsel to the Underwriters (hereinafter defined) to amend or to supplement the Official Statement in order to make the Official Statement not misleading in light of the circumstances existing at the time it is delivered to a purchaser, the City shall forthwith prepare and furnish to the Underwriters (at the expense of the City) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Representative and the City) which will amend or supplement the Official Statement so that such Official Statement, as amended or supplemented, will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances existing at the time the Official Statement is delivered to a purchaser, not misleading in any material respect. For the purpose of this section, the City will furnish such information with respect to itself as the Underwriters may from time to time reasonably request. Unless otherwise notified in writing by the Representative on or prior to the date of Closing, the City can assume that the "end of the underwriting period" for the 1992E Bonds for all purposes of Rule 15 is the date of the Closing. In the event such notice is given in writing by the Representative, the Representative agrees to notify the City in writing following the occurrence of the "end of the underwriting period" for the 1992E Bonds as defined in Rule 15. Therefore, the "end of the underwriting period" for the 1992B Bonds as used in this Bond Purchase Agreement shall mean the date of Closing or such later date as to which notice is given by the Representative in accordance with the preceding sentence. ( f ) Between the date of this Bond Purchase Agreements and the time of Closing, neither the City nor the Department will execute any bonds, notes or other obligations for borrowed money, other than as referred to explicitly in the Official Statement, without giving prior written notice thereof to the Representative. (q) The City is, and will be at the date of Closing, duly organized and validly existing as a municipal corporation under the Constitution and laws of the State of Florida, with C-j 11033 NOV- 3-92 TUE 17:33 G3 P.07 HOI::1-03-1992 17:37 FROM ;RHES,1'1CGHEE TO 1.30557933998114 F.00S the power and authority set forth in the Act. (h) The City has duly and validly enacted the Authorizing Ordinances and the City and the Department have, or will have at the time of Closing, duly authorized and approved the execution and delivery of the 1992B Bonds, this Bond Purchase Agreement, the Escrow Deposit Agreement and the Official Statement, and duly authorized and approved the performance by the City and the Department of their obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by each of said documents, and at the Closing Date, this Bond Purchase Agreement, the Escrow Deposit Agreement and the Authorizing ordinances will constitute the valid, legal and binding obligations of the City, and the Bond Purchase Agreement will constitute the valid, legal and binding obligation of the Department, enforceable in accordance with their respective terms, such enforceability being subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors' rights generally and to the exercise of judicial discretion in accordance with general principles of equity and judicial discretion, and the Authorizing Ordinances will be in full force and effect. (i) The City (i) has full legal power and authority to enact the Authorizing Ordinances; to execute and deliver this Bond Purchase Agreement and the Escrow Deposit Agreement; to issue, sell and deliver the 1992E Bonds; and to carry out and consummate the transactions contemplated by this Bond Purchase Agreement, the Escrow Deposit Agreement and the official Statement; (ii) has in full force and effect all consents, approvals, permits or other actions by or filings with any governmental authority required for the execution and delivery by the City of this Bond Purchase Agreement, the Escrow Deposit Agreement and the Official statement and for the performance by the City of the transactions contemplated thereby; (i.ii) represents that from the time of acceptance by the City hereof through the date of the Closing, except as contemplated by the Official statement, the City and the Department will not incur any material liabilities, direct or contingent, or enter into any transaction that could adversely affect the transactions contemplated hereby or by the Official Statement, and there shall not have been any material adverse change in the condition, financial or physical, of the City or the facilities constituting the parking system of the City, as described in the Official Statement (the "Parking System") other than changes in the ordinary course of business or in the normal operation of the facilities operated by the City and the Department, that could adversely affect the transactions contemplated hereby; (iv) represents that the execution and delivery by the City of the 1992E Bonds, this FI I 1 033 NOV- 3-91 TUE 17:34 G3 F.08 NOI-00-199 1 r : M FFO I IAENES , MCGHEE TO 1 _2'.-�5 ; 57=996114 P . C109 Bond Purchase Agreement, the Escrow Deposit Agreement and the official Statement, the compliance by the City with the provisions thereof, and the carrying out and consummation by the City of its obligations under such documents and instruments will not conflict with or constitute a breach of or a default under any law, administrative regulation, court decree, instrument or agreement to which the City is subject or by which the City is or any of its properties are bound; and (v) at the time of closing, the City will be in compliance in all respects with the covenants and agreements contained in the Authorizing Ordinances and no event of default and no event which, with the lapse of time or giving of notice, or both, would constitute an event of default under the Authorizing ordinances will have occurred or be continuing. (j) Except as disclosed in the official Statement, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best knowledge of the City, threatened against the City or the Department, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the 19925 Bonds or contesting or affecting as to the City or the Department the validity or enforceability of the Acts in any respect relating to authorization for the issuance of the 1992B Bonds or the Authorizing Ordinances, or contesting the exclusion from gross income of interest on the 1992E Bonds, or contesting the completeness or accuracy of the official Statement or any supplement or amendment thereto, or contesting the powers of the City or the Department or their authority for the issuance of the 1992E Bonds, the enactment of the Authorizing ordinances, or the execution and delivery by the City of this Bond Purchase Agreement and the Escrow Deposit Agreement. (k) The revenues derived by the City and the Department from the Parking System (being the "Revenues" as defined in the Authorizing Ordinances, hereinafter the "Revenues") as of the Closing Date will not be pledged or encumbered in any manner except as provided by the Authorizing ordinances and as described in the Preliminary Official Statement. (1) since December 31, 1975, the City has not been in default on any bonds or other debt obligations of the City. 8 110S,3 NOV- 3-92 TUE 17:35 G3 R.09 HOV-03-1992 17:39 FROM iRNES,MCGHEE TO 13055793399G114 P.010 (m) (i) The data used and the rationale and assumptions employed by Desman Associates, a Division of Desman, Inc., in the preparation of the Parking Consultants Report were not in conflict with information available to the City and the Department and were, to the best of its knowledge, complete in all material respects; (ii) the audited financial statements of the Parking System heretofore delivered to the Underwriters and contained in the Official Statement as Appendix A thereto, fairly present the financial position of the City as of the dates indicated and the results of its operations for the periods specified, and such financial statements have been prepared in conformity with generally accepted accounting principles consistently applied during the periods involved, except as otherwise expressly stated in the notes thereto. Subsequent to the date of the last audited financial statements contained in the official statement there have been no material adverse changes in the assets, liabilities or condition of the city or the Department, financial or otherwise, except as disclosed in or contemplated by the Official Statement, and neither the business, the properties, nor the affairs of the City have been adversely affected in any substantial way as the result of any fire, explosion, accident, strike, riot, flood, windstorm, earthquake, embargo, war or act of God or of the public enemy, except as disclosed in or contemplated by the Official statement; (iii) the City has not been notified of any listing or proposed listing by the Internal Revenue service to the effect that it is a bond issuer whose arbitrage certificates may not be relied upon; and (iv) all permits or licenses which the City or the Department is required to maintain in order to operate its parking facilities, including the Parking System, are in full force and effect. 7. Closing. At 10:00 a.m., New York City time, on April 21, 1992, or such other time and date as the City and the Representative may agree in writing (the "Closing Date"), the City will cause the 1992B Bonds to be delivered to the Underwriters in definitive form, duly executed and authenticated at the offices of the Depository Trust Company, New York, New York ("DTC"). The other documents mentioned in this Bond Purchase Agreement will be delivered on the Closing Date at the offices of Fine Jacobson Schwartz Nash Block & England, Miami, Florida, or such other place as the Representative may specify and the City may approve. On the Closing Date, the Underwriters shall pay the purchase price of the 1992B Bonds by wire transfer of immediately available federal funds payable to the order of the City. This payment and delivery together with the delivery of the aforementioned documents, is herein called the "Closing". The 1992B Bonds shall be issued only as one fully registered Bond for each maturity of the 1992B Bonds and shall be delivered to OTC registered in the name of DTC's nominee, Cede & Co., or such other name as OTC may request at least two (2) business days before the Closing Date. It is anticipated 9 11033 NOV- 3-92 TUE 17:36 G3 P.10 H01,1-0-_1992 17: 40 FROM BARNES, MCGHEE TO 1305577933996114 P.011 that CUSIP identification numbers will be printed on the 1992B Bonds, but neither the failure to print the numbers on any of the 1992B Bonds nor any error in the numbers or the printing will constitute cause for a failure or refusal by the Underwriters to accept delivery and pay the purchase price of the 1992B Bonds. 8. Conditions of closing. The Underwriters have entered into this Bond Purchase Agreement in reliance upon the representations and warranties of the City herein contained and the performance by the City of its obligations hereunder both as of the date hereof and as of the time of Closing. The obligations of the Underwriters hereunder are subject to the following conditions: (a) At the time of the Closing, (i) this Bond Purchase Agreement and any other documents deemed necessary in connection with the issuance of the 1992B Bonds shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect prior to the Closing, except as may have been agreed to in writing by the City and the Representative, and the City shall have duly adopted and there shall be in full force and effect the Authorizing ordinances and such additional resolutions, or ordinances or agreements as shall, in the opinion of the City Attorney of the City ("City Attorney"); the Representative; Fine Jacobson Schwartz Nash Block & England and Law offices of Manual Alonso-Poch, P.A., ("Co -Band counsel") and Barnes, McGhee, Neal, Poston & Segue ("Counsel to the Underwriters") be necessary in connection with the issuance of the 1992B Bonds; (ii) the representations and warranties of the City herein shall be true and accurate in all material respects; and (iii) the City shall perform or have performed all obligations required under or specified in this Bond Purchase Agreement to be performed at or prior to the Closing. (b) At or prior to the Closing, the Representative shall have received the following documents: (i) The unqualified approving opinion of Co -Bond Counsel, dated the day of Closing, substantially in the form appended to the Official statement as Appendix E and a letter of such Co -Bond Counsel, dated the date of Closing and addressed to the Representative on behalf of the Underwriters, to the effect that the foregoing opinion addressed to the City may be relied upon by the Underwriters to the same extent as if such opinion were addressed to them. (ii) A supplemental opinion of Co -Bond Counsel, dated the date of the Closing and addressed to the Representative on behalf of the Underwriters, to the effect that: 10 110,33 NOV- 3-92 TUE 17:37 G3 P.11 NOJ-03-1992 17*41 FROM, 9ARNE0,MCiGHEE TO 13055 793'996114 P . C1 I -) (1) the 1992B Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Authorizing Ordinances are exempt from qualification as a Trust Indenture pursuant to the Trust indenture Act of 1939, as amended; (2) the statements contained in the Official Statement under the captions "Description of the 1992E Bonds" (other than the portion thereof captioned "Book - Entry Provisions"), "Security for the 19925 Bonds", and in "Appendix D - Summary of Ordinances", to the extent such statements purport to summarize portions of the Authorizing Ordinances, constitute fair summaries of the portions of such documents and the law purported to be summarized therein and the statements under the caption "Tax Exemption" are accurate, it being understood that in rendering such opinion, Co -Band Counsel shall not be required to express an opinion with respect to other sections of the Official statement and financial statements and other financial or statistical data included under any caption or in any appendix of the official Statement including any caption recited earlier in this clause (2); (iii) A certificate or certificates, dated the date of Closing, signed by the Mayor or Vice Mayor, the City Manager and the Chairman of the Board, the Chief Financial Officer and the Executive Director of the Department of Off - Street Parking, in form and substance satisfactory to Co -Bond Counsel, the Representative and Counsel to the Underwriters, in which such officials, to the best of their knowledge, state: (1) that the representations and warranties of the City herein contained are true and correct in all material respects as of the Closing, that the City has satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing, and that the information and statements with respect to the City and the Department contained in the Official Statement are true, correct and complete in all material respects for the purposes for which such official Statement is to be used, and nothing has come to their attention that would lead them to believe that such information in the Official Statement includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (2) that no event affecting the City or the Department has occurred since the date of the Official Statement which should be disclosed in the Official 11 1.110�3 NOV- 3-92 TUE 17:37 G3 P.12 NOI.'-OT3-19522 17:42 FROM 3HRNES,MCGHEE TO 17057790'998114 P.O1? Statement for the purposes for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (3) that the financial statements and the other financial and statistical data relating to the City and the Department included in the Official Statement are true and correct as of the date of such certificate; (4) that no obligations issued or guaranteed by the City are in default as to payment of principal or interest or have been in default as to payment of principal or interest at any time after December 31, 1975. (5) the adoption and present effectiveness of all resolutions and ordinances considered necessary in connection with the transactions contemplated hereby, together with certified copies of said resolutions and ordinances, and that the Authorizing Ordinances have not been amended since the date of this Bond Purchase Agreement, except as may have been consented to by the Underwriters; and (6) that the City has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied under this Bond Purchase Agreement or otherwise at or prior to the Closing. (iv) An opinion, dated the day of Closing, of the City Attorney, addressed to the City and to the Underwriters, in form and substance satisfactory to the Representative and Counsel to the Underwriters to the effect that: (1) the City is a municipal corporation of the state of Florida duly organized and validly existing and has full legal right, power and authority to enact the Authorizing ordinances and to perform its obligations under the Authorizing Ordinances and this Bond Purchase Agreement and the 1992E Bonds, and to authorize, execute and deliver and to perform its obligations under this Bond Purchase Agreement; (2) the City has duly authorized, executed and delivered this Bond Purchase Agreement, the Escrow Deposit Agreement and the 19923 Bonds, and assuming the due authorization, execution and delivery of this Bond Purchase Agreement, the Escrow Deposit Agreement and the 1992B Bonds by the other parties thereto, such instruments constitute legal, binding and valid obligations of the City, enforceable in accordance with 12 110,13 NOV- 3-92 TUE 17:38 G3 P.13 NO(.:!-O3-1992 17:42 FROM 3ARNES,MCGHEE TO 13055790 9S1P,114 P . 01-1 their respective terms; provided, however, the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and subject, as to enforceability thereof, to the exercise of judicial discretion in accordance with general principles of equity; (3) with respect to the information in the Preliminary official Statement and the Official Statement contained under the headings "Introduction", "Security for the 1992E Bonds", "The Department and The Board", "Litigation" and "Appendix A - bescription of the City of Miami", and based upon his participation in the preparation of the Preliminary official Statement and the Official Statement, City Attorney has no reason to believe such information contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading, it being understood that in rendering such opinion, the City Attorney shall not be required to express an opinion with respect to other sections of the Official Statement and financial statements and other financial or statistical data included under any caption or in any appendix of the Official Statement including any caption recited earlier in this clause (3); (4) the Official Statement has been duly authorized, executed and delivered by the city, and the City has consented to the use of the Preliminary official Statement and the Official Statement by the Underwriters; (5) the adoption of the Authorizing Ordinances and the authorization, execution and delivery of this Bond Purchase Agreement, the Escrow Deposit Agreement and the 1992B Bonds, and compliance with the provisions hereof and thereof, will not conflict with, or constitute a breach of or default under any law, administrative regulation, consent decree, ordinance, resolution or any agreement or other instrument to which the City was or is subject, as the case may be, nor will such enactment, adoption, execution, delivery, authorization or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City, except as set forth in the official Statement, or under the terms of any law, administrative regulation, ordinance, resolution or instrument except as expressly provided by the Authorizing Ordinances; 13 11033 NOV- 3-92 TUE 17:39 G3 F.14 NOS!-03-1992: 17: 43 FROM BARr ES. MCGHEE TO 13055,7933998114 F.015 (6) all approvals, consents, authorizations and orders of any governmental authority or agency having jurisdiction in any matter which would constitute a condition precedent to the performance by the City of its obligations hereunder and under the Authorizing ordinances have been obtained and are in full force and effect; (7) the City is lawfully empowered to pledge the Revenues and other security set forth in the Authorizing Ordinances to the repayment of the 19928 Bonds, and the pledging of such Revenues and other security as set forth in the Authorizing Ordinances shall not be subject to repeal or impairment by any subsequent ordinance, resolution or other proceeding of the City or by any subsequent act of the Legislature of Florida; and the 1992B Bonds are valid, binding and enforceable, in accordance with their terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors' rights generally and to the exercise of judicial discretion in accordance with general principles of equity; (s) except as disclosed in the Official Statement, as of the date of such opinion, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body (state or federal), pending or, to the knowledge of City Attorney, threatened against the City or the Department, nor is there any basis therefor, (A) affecting the corporate existence of the City or the title to office of any officer of the City or the Department or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the 1992E Bonds or the application of the proceeds thereof, or contesting or affecting as to the City or the Department the validity or performance of, or in any respect relating to, the 1992B Bonds, the Authorizing Ordinances, this Bond Purchase Agreement, the Escrow Deposit Agreement or the pledge of the Revenues and other security pledged to the payment of the 1992B Bonds, or contesting the exclusion from gross income for federal income tax purposes of interest on the 1992B Bonds, or contesting the completeness or accuracy of the Official Statement or any supplement or amendment thereto or contesting the powers of the city or the Department or any authority for the issuance of the 2992E Bonds, the adoption of the Authorizing Ordinances, or the execution and delivery by the City of this Bond Purchase Agreement and the Escrow Deposit Agreement; or (B) involving any of the property or assets under the control of the City or 14 11033 NOV- 3-92 TUE 17:40 G3 P. 15 HO[)-03-1992 17:44 FROM BARhJEE,MCGHEE T--i 13@5=7933998114 R.01G the Department that involves the possibility of any judgment or uninsured liability that would result in any material adverse change in the business, properties, assets or the condition, financial or otherwise, of the City which could adversely affect the transactions contemplated hereby; and (9) such other matters as Co -Bond Counsel or Counsel to the Underwriters shall reasonably request. (v) The written approval of Coopers & Lybrand of the use of its report in the Preliminary Official statement and the official Statement in "Appendix A", and the use of their name therein. (vi) Letters of rating agencies evidencing that Moody's Investors Service has issued an " " rating for the 1992E Bonds and that Standard & Poor's Corporation has issued an " " rating for the 1992E Bonds. (vii) The opinion of counsel to the Underwriters, dated the date of the Closing, addressed to the Underwriters, to the effect, among other things, that assuming that the 1992B Bonds are exempt from taxation, (i) the 1992B Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Authorizing Ordinances are exempt from qualification as an indenture under the Trust Indenture Act of 1939, as amended; and (ii) based upon the examination that they have made as Counsel for the Underwriters and their participation in certain meetings held in connection with the preparation of the official Statement, and without having undertaken to determine independently the accuracy or completeness of the statements contained in the official statement, nothing has come to their attention that would lead them to believe that the Official Statement (except the economic, financial statements and other financial and statistical data included therein as to which no view is expressed) contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. (viii) True original copies of the Authorizing Ordinances, as enacted by the City Commission, and certified by a duly authorized clerk of the City; (ix) A copy of each of the instruments required by Section 211 of the General ordinance; (x) An Escrow Deposit Agreement 15 for the Refunded 11033 NOV- 3-92 TUE 17 :41 G3 ----- -- — P. 16 NOV-03-1992 17:45 FROM 9ARNE=.MCGHEE TO 130557933998114 P.017 obligations (as defined in the Official statement) dated the day of the Closing, by and among the City, the Department and , as escrow agent (the "Escrow Deposit Agreement"); (xi) A letter from dated the day of the Closing, addressed to the City, the Department and the Representative on behalf of the Underwriters, confirming the mathematical accuracy of (a) the mathematical computations supporting the adequacy of the maturing principal amounts of and interest on Federal Securities under the Escrow Deposit Agreement to pay all of the principal of, and interest and premium on, the Refunded Obligations as such amounts become due and payable and (b) the computations of actuarial yield supporting the opinion of Co -Bond Counsel as to the exclusion from gross income for Federal income tax purposes of interest on the 1992E Bonds; and (xii) Such additional certificates, instruments or opinions as the City Attorney, Co -Bond Counsel or the Underwriters and their counsel may deem necessary or desirable. 9. Termination. The Underwriters, through the Representative, may terminate this Bond Purchase Agreement by notification to the City, if at the time of or prior to the Closing: (a) (i) legislation shall be enacted by the Congress of the United States (the "U.S. Congress") or adopted by either the United States Senate (the "U.S. Senate") or the United States House of Representatives (the "U.S. House") or recommended by the President of the United States to the U.S. Congress for passage or favorably reported for passage to either the U.S. Senate or the U.S. House, or by any committee thereof, or (ii) a decision by a Court of the United States, including the United States Tax Court, shall be rendered, or (iii) a ruling, regulation or official statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service, or other governmental agency shall be made, with respect to federal taxation upon interest on the 1992E Bonds, or (iv) other action or events shall have occurred which have the purpose or effect, directly or indirectly, of materially adversely affecting the federal income tax consequences of any of the transactions contemplated in connection herewith, and in the reasonable opinion of the Representative, materially adversely affects the market for the 1.992B Bonds or the sale by the Underwriters of the 1992E Bonds; or 16 11033 NOV- 3-92 TUE 17:42 G3 P.17 NOV-0--'-199 17:46 FROM BARNES,MCGHEE TO 1=05 q 09ag114 P. il11 (b) legislation shall be enacted or any action shall- be taken by the SEC which, in the reasonable opinion of the Representative and counsel to the Underwriters, has the effect of requiring the contemplated distribution of the 1992B Bonds to be registered under the Securities Act of 1933, as amended, or the Authorizing Ordinances to be qualified under the Trust Indenture Act of 1939, as amended, or there shall exist a stop order, ruling or regulation by the SEC the effect of which is that the issuance, offering or sale of the 1992E Bonds, as contemplated hereby or by the Official Statement, is in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or of the Securities Exchange Act of 1934, as amended and as then in effect, or that the Authorizing Ordinances are not exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended and as then in effect; or (c) there shall occur any event which in the reasonable judgment of the Representative either (i) makes untrue or incorrect in any material respect any statement or information contained in the official Statement or (ii) is not reflected in the official Statement but should be reflected therein or in an attachment thereto in order to make any material statements and information contained therein not misleading in any material respect; or (d) there shall have occurred any new outbreak or escalation of hostilities or resurgence of a prior hostility, or other national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the financial markets or the United States being such as to materially adversely affect the marketability of the 1992B Bonds; or (e) there shall be in force a general suspension of trading on the New York Stock Exchange or minimum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange whether by virtue of a determination by the New York Stock Exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction; or (f) a general banking moratorium shall have been declared by either federal, Florida or New York authorities having jurisdiction, and then in force, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the 17 11033 NOV- 3-92 TUE 17:43 G3 P.18 NOU-03-1992 17:47 FROM 'ARNES,MCGHEE TO 13055793399e114 P.019 Representative, would materially adversely affect the market- for the 1992B Bonds or the sale by the Underwriters of the 1992B Bonds; or (g) any litigation shall be instituted or be pending at Closing to restrain or enjoin the issuance, sale or delivery of the 1992B Bonds, or that in any way contests or affects any authority for the validity of the 1992B Bonds, the Authorizing Ordinances or this Bond Purchase Agreement, the pledge or application of any moneys or securities provided for the payment of the 1992E Bonds, or the existence or powers of the City or the Department. If the City shall be unable to satisfy the conditions precedent to the obligation of the Underwriters to purchase, to accept delivery of and to pay for the 1992B Bonds contained in this Bond Purchase Agreement and the Underwriters do not waive such inability in writing, or if the obligations of the Underwriters shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall be terminated and neither the Underwriters nor the City shall have any further obligations hereunder, except as provided in Sections 2 and 14 hereof. However, the Representative may, in its discretion, waive, by written notice, one or more of the conditions imposed by this Bond Purchase Agreement and proceed with the Closing. lo. Expenses. (a) The Underwriters shall be under no obligation to pay, and the City shall pay, all expenses incident to the performance of the City's obligations under this Bond Purchase Agreement, including, without limitation, (i) the cost of preparation and printing of the Official Statement (including any Preliminary Official Statements, or amendments or supplements thereto),(ii) the cost of the preparation, printing and execution of the 1992B Bonds, (iii) the fees and disbursements of Co -Bond Counsel and City Attorney, (iv) the fees and disbursements of the Bond Registrar, the Paying Agent, the City's Financial Advisors, the City's independent public accountants, and of any other experts, advisors or consultants retained to assist the City, (v) fees for bond ratings, (vi) the cost of reproducing all necessary copies of any of the documents referenced herein, (vii) the fees and expenses of DTC incurred with respect to depositing the 1992B Bonds therewith and (viii) all travel and other out-of-pocket expenses of the City's staff and officials incurred in connection with the Closing; all such expenses to be paid by the City as issuance costs. 18 1033 NOV- 3-92 TUE 17:43 G3 P.19 NOU-O3-1992 17:48 FROM 9ARNES,MCGHEE TO 1305'57930998114 P. C120 (b) The Underwriters shall pay solely from the Underwriters' component of the gross spread (i) all underwriting and advertising expenses in connection with the public offering and distribution of the 1992B Bonds, (ii) the fees and disbursements of Counsel to the Underwriters, (iii) the cost of preparation and printing of the blue sky memorandum and legal investment survey, (iv) the cost of the preparation and printing of any agreement among underwriters and this Bond Purchase Agreement, and (v) all travel and out-of-pocket expenses of the Underwriters. 11. Survival of Contract. The respective agreements, representations and warranties and other statements of the City, the Representative and their respective officials, officers and partners set forth in, or made pursuant to, this Bond Purchase Agreement will remain in full force and effect regardless of any investigation, or statement as to the results thereof, made by or on behalf of the City, the Representative or any of their respective officials, officers, partners or directors or any controlling person, and will survive delivery of and payment of the 1992B Bonds. 12. Benefit. This Bond Purchase Agreement is made for the benefit of the parties hereto (including the successors or assigns of the Representative). No other person shall acquire or have right hereunder or by virtue hereof. 13. Execution in Counterparts. This Bond Purchase Agreement may be executed in any number of counterparts, all of which taken together shall be one and the same instrument, and any parties hereto may execute this Bond Purchase Agreement by signing any such counterpart. The execution of this Bond Purchase Agreement has been duly authorized by the Commission, and the Commission has delegated the authority for execution of this Bond Purchase Agreement to the Mayor or the city Manager. 14. Notice. Any notices or other communications to be given to the city under this Bond Purchase Agreement may be given by mailing the same to: City Manager The City of Miami, Florida 3006 Aviation Avenue Miami, Florida 33133 With a copy to: Chief Financial officer Department of Off -Street Parking 190 N.E. Third Street Miami, Florida 33132 19 11033 NOV- 3-92 TUE 17:44 G3 P.20 NOIJ-03-1992'' 17:48 FROM BARNES.MCGHEE TO P.021 And any such notice or other communication to be given to the Underwriters may be mailed to the Representative: Howard Gary & Company 3050 Biscayne Boulevard Suite 603 Miami, Florida 33137-4163 15. Severability. The invalidity or enforceability of any provision of this Bond Purchase Agreement as to any one or more jurisdictions shall not affect the validity or enforceability of the balance of this Bond Purchase Agreement as to such jurisdiction or Jurisdictions, or affect in any way such validity or enforceability as to any other jurisdiction. 16. Waiver or Modification. No waiver or modification of any one or more of the terms and conditions of this Bond Purchase Agreement shall be valid unless in writing and signed by the party or parties making such waiver or agreeing to such modification. 20 11033 NOV- 3-92 TUE 17:45 G3 P.21 HODJ-03-1992 17:49 FROM BPRNES,MC.GHEE 70 130557933995114 P.02' 17. Governing Law. This Bond Purchase Agreement shall be governed_ by and construed in accordance with the laws of the State of Florida. ACCEPTED, local time on 1992. (SEAL) Attest: Clerk APPROVED AS TO FORM AND CORRECTNESS: City Attorney very truly yours, HOWARD GARY & COMPANY, for itself and as Representative of the underwriters BY:�— Title: President THE CITY OF MIAMI, FLORIDA By: city Manager DEPARTMENT OF OFF-STREET PARKING By: Chairman EXHIBITS: A - Terms of Bonds B - Underwriters Disclosure Letter C - Official Statement 21 11033 NOV- 3-92 TUE 17:45 O3 P.22 NOI!-CC-1992 17 : 49 FROM BARHES , MCGHEE TO P . 0-13 EXHIBIT A Maturity Dates and Interest Rates With Respect to 1992B Bonds $_ Serial Bonds Maturity Interest ,(October 1) Amount Rate $ % Term Bonds Maturing g October 1, 200_ Amortization installment (October 1) Amount $ % Term Bonds Maturing October 1, 200_ Amortization Installment (October 1) Amount 22 11033 NOV- 3-92 TUE 17:46 G3 P.23 NO..!-Q—Z-1992 17: SEA FROM BARhES, Mt GHEE TO 130E-5793399e114 P. 024 EXHIBIT B Letter Pursuant to Section 218.385, Florida statutes , 1992 Honorable Mayor and Members of the City Commission of the City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 Re: The City of Miami, Florida, Parking System Revenue onds, Series 1992B Dear Commissioners: In connection with the proposed issuance by The City of Miami, Florida (the "City") of $ in aggregate principal amount of the Parking System Revenue Bonds, series 1992B, referred to above (the 111992B Bonds"). Howard Gary & Company, AmeriSecurities Capital Corporation, Argyle Securities and Guzman & Company (the "Underwriters") are preparing to underwrite a public offering of the 1992E Bonds. Arrangements for underwriting the 1992E Bonds will include a Bond Purchase Agreement between the City and the Underwriters that will embody the negotiations in respect thereof. The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385(4), Florida Statutes, as amended, certain information in respect of the arrangements contemplated for the underwriting of the 19925 Bonds as follows: (a) The nature and estimated amounts of expenses to be incurred by the Underwriters in connection with the purchase and re -offering of the 1992B Bonds are set forth in Schedule I attached hereto. (b) There are no "finders", as defined in Section 218.386 Florida Statutes, as amended, connected with the issuance of the 1992B Bonds. (c) Subject to the outcome of negotiations of the terms of this Bond Purchase Agreement and to the successful sale by the Underwriters of all the 1992E Bonds at the initial public offering price, it is our expectation that based on current market conditions, the underwriting spread (i.e., the difference between 23 11033 NOV- 3-92 TUE 17:47 G3 P.24 N01.!-03-1992 1 7 : c 1 FROM SARNES , MCGHEE TO 130«7933'C+98114 F . 02 the price at which the 1992B Bonds will be initially offered to the public by the Underwriters and the price to be paid to the City for the 1992B Bonds, exclusive of accrued interest on both cases) will be % of the principal amount of the 1992E Bonds. (d) Based on and as part of the estimated underwriting spread set forth in paragraph (c) above, the Underwriters will charge a management fee of % of the principal amount of the 1992E Bonds. (e) There is no other fee, bonus or other compensation to be paid by the Underwriters in connection with the issuance of the 1992B Bonds to any person not regularly employed or retained by the Underwriters, except as specifically enumerated as expenses referred to in paragraph (a) above to be incurred by the Underwriters as set forth in Schedule I attached hereto. (f) The name and address of each of the Underwriters are set forth in Schedule II attached hereto. We understand that you do not require any further disclosure from the Underwriters pursuant to Section 218.385(4), Florida Statutes, as amended. We have delivered to you herewith a Public Entity Crimes Affidavit executed by each of the Underwriters. 24 very truly yours, HOWARD GARY & COMPANY AMERISECURITIES CAPITAL CORPORATION ARGYLE SECURITIES GUZMAN & COMPANY BY: HOWARD GARY & COMPANY By: _ Title: President i 10 13 3 f40V- 3-92 TUE 17:47 G3 P.25 NOl!-03-1992 1 :51 FROH BARNES.MCGHEE TO 130557933998114 P.026 SCHEDULE I ESTIMATED EXPENSES ITEM TOTAL Underwriter's Counsel Fee/Expenses $ CUSIP MSRB PSA DTC DALCOMP Federal Funds Clearance Out -of -Pocket Communications Computer Closing Contingency TOTAL 25 11033 NOV- 3-92 TUE 17:48 G3 F.26 NOU-03-1992 17 : 52 FROM �ARtJES , M(--GHEE TO 13055793399e 114 P . 0-- UNDERWRITERS Howard Gary & Company 3050 Biscayne Boulevard Suite 603 Miami, Florida 33137-4163 First Equity Corporation of Florida 201 S. Biscayne Blvd., Suite 1400 Miami, Florida 33131 Argyle Securities 513 N.E. 73rd Street Miami, Florida 33138 Guzman & Company 701 Brickell Avenue Miami, Florida 33131 26 SCHEDULE II 11033 h4OV- 3-92 TUE 17:48 G3 P.27 NOQ-03-1992 17:52 FROM iARNES,MCGHEE TO 130557933996114 P.028 OFFICIAL STATEMENT Included as Tab in this Transcript 27 EXHIBIT C 11033 NOV- 3-92 TUE 17:49 G3 P.28 HOV-03-1992 17:53 FROM �AP.NES,MCGHEE EXHIBIT B NEW ISSUE - FULL BOOK ENTR TO 130557933998114 P.029 Ratings: Moody's: Standard & Poor's: See "BOND RATINGS" herein. In the opinion of Fine Jacobson Schwartz Nash Block & EngIand and Later Offices of Manuel Alonso-Poch, P.A., Co -Bond Counsel, conditioned upon compliance with certain arbitrage, rebate and other tax requirements referred to herein, under existing law, the interest on the 1992B Bonds is excluded from gross income for federal income tax purposes and will not be treated as an item of tax preference in computing the alternative minimum tax. In the opinion of Co -Bond Counsel, under existing law, the 1992B Bonds are also exempt from present intangible personal property taxes imposed by the State of Florida. See "TAX EXEMPTION" herein for a description of the federal alternative minimum tax and other special federal tax consequences to certain Beneficial Owners of the 1992B Bonds. THE CITY OF MIAMI, FLORIDA PARKING SYSTEM REVENUE REFUNDING BONDS, SERIES 1992B Dated: April 1, 1992 Due: October 1, as shown below The parking System Revenue Refunding Bonds, Series 1992E (the "1992B Bonds") of The City of Miami, Florida (the "City"), will be issued as fully registered bonds, and when executed and delivered, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company, New York, New York, ("DTC"). The 1992B Bonds will be deposited with DTC, which is to be responsible for maintaining a book -entry -only system for recording the interest of its participants, which, in turn, are to be responsible for maintaining records with respect to beneficial ownership interests of individual purchasers of the 1992B Bonds. Purchases of the 1992B Bonds will be made in book -entry form only, in denominations of $5,000 and integral multiples thereof. Purchasers of the 1992B Bonds (the "Beneficial Owners") wilI not receive physical delivery of bond certificates. As long as Cede & Co. is the registered owner of the 1992B Bonds, as nominee for DTC, references herein to the registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the 1992B Bonds. See "DESCRIPTION OF TI4E 1992B Bonds" herein. Payment of interest on the 1992B Bonds (first payment due April 1, 1993, and semiannually on April 1 and October 1, thereafter) and principal will, so long as Cede & Co. is the registered owner of the 1992B Bonds as nominee for DTC, be made by [ ,) Florida, as Registrar and Paying Agent, directly to DTC or its nominee, and DTC is responsible for remitting such payments to its participants for subsequent disbursement to the Beneficial Owners. The 199211 Bonds are subject to redemption prior to maturity as more fully described herein. (See "DESCRIPTION OF THE 19928 BONDS" herein.) The 1992E Bonds are being issued (i) to refund the City's outstanding Parking System Revenue 11033 NOV- 3-92 TUE 17:50 G3 P.29 NOIJ-03-1992 1":54 FROM SARNES,MiGHEE TO 130557933998114 P.03D Bonds, Series 1986, and the City's Subordinated Parking System Revenue Bonds, Series 1986 (collectively, the "Refunded Obligations"); (ii) to fund, together with other moneys available therefor, the Reserve Account; and (iii) to pay the costs of issuance of the 1992B Bonds. The 1992B Bonds and the interest thereon will be payable solely from and secured by a pledge of a lien on the Net Revenues derived by the City from the operation of the Parking System (as herein described), [the right of the Board to receive Net Revenues,] and the money and Investment. Obligations in the funds and accounts established under the Ordinance hereinafter referred to and the income derived from such Investment Obligations and the investment of such money, and will be secured on a parity with the City's outstanding Parking System Revenue Bonds, Series 1992A. The 1992B Bonds are being issued under the authority of, and in full compliance with, the Constitution and Statutes of the State of Florida, including particularly chapter 166, Florida Statutes, the Charter of the City, and other applicable provisions of law, and Ordinance No. 10115, enacted by the City Commission of the City on June 26,1986, as supplemented, particularly as supplemented by Ordinance No. _, duly enacted by the City Commission on 1992, (hereinafter collectively referred to as the "Ordinance"). THE 1992B BONDS SHALL NOT CONSTITUTE A DEBT OF THE CITY FOR WHICH THE FAITH AND CREDIT OF THE CITY IS PLEDGED. THE ISSUANCE OF THE 1992B BONDS SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY TO LEVY ANY TAX OR PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR. THE 1992B BONDS SHALL NOT CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE CITY. Amounts, Maturities, Interest rates and Prices or Yields $ Serial Bonds Maturity Interest Maturity Interest Amount Rate Price Am un Rate Price Term Bonds, due October 1, 200_ - yield - _% Term Bonds, due October 1, 200 - yield - ..._% (Accrued interest to be added) The 1992B Bonds are offered, when, as, and if issued by the City and accepted by the Underwriters, subject to the opinion on certain legal matters relating to their issuance by Fine Jacobson Schwartz 110,13 NOV- 3-92 TUE 17:51 G3 P.30 HOV-a-7-199c 17:55 FROM 9ARNES,MCGHEE TO 1705579-`j 7-9gS 114 F . O.J ^ 1 Nash Block & England, Miami, Florida, and Law Offices of Manuel Alonso-Poch, P.A., Miami, Florida, Co -Bond Counsel. Certain legal matters will be passed upon for the City by A. Quinn Jones, III, Esquire, City Attorney, and for the Underwriters by Barnes, McGhee, Neal, Poston & Segue, Miami, Florida, Counsel to the Underwriters. Kidder, Peabody and Co., Inc., Miami, Florida is acting as Financial Advisors to the City. Tt is expected that the 1992B Bonds in definitive form will be available for delivery in New York, New York, on or about , 1992. This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire official statement to obtain information essential to making an informed investment decision, Howard Gary & Company AmeriSecurities Capital Corporation Argyle Securities Guzman & Company 11023 NOV- 3-92 TUE 17 :51 G3 - - P. 31 NOII-03-1992 1":55 FROM 13ARNES,MC:13HEE TO 1730557903990114 P.0_2 THE CITY OF MIAMI, FLORIDA MEMBERS OF CITY COMMISSION Xavier L. Suarez, Mayor Dr. Miriam Alonso, Vice Mayor Victor H. De Yurre Miller J. Dawkins J.L. Plummer, Jr. THE CITY OF MIAMI OFFICIALS City Manager ................................. Cesar H. Odio City Attorney ............................. A. Guinn Jones, III Director of Finance ......... .................. Carlos E. Garcia City Clerk .................................... Matty Hirai MEMBERS OF THE OFF-STREET PARKING BOARD OF THE CITY OF MIAMI Wilfredo Gort, Chairman Michael Kosnitsky, Esq., Vice Chairman Arthur H. Hertz Dr. Eduardo Padron Olivia B. Peart, Esq. Arnold Rubin, Director Emeritus DEPARTMENT OF OFF-STREET PARKING OF THE CITY Of MIAMI M. Clark Cook, Executive Director Harold J. Manasa, Chief Financial Officer CERTIFIED PUBLIC ACCOUNTANTS Cooper and Lybrand Miami, Florida FINANCIAL ADVISORS Kidder, Peabody & Co., Inc. Miami, Florida 11033 NOV- 3-92 TUE 17:52 G3 P.32 NOS.!-03-1992 17: 56 FROM 'ARNE3. MCGHEE TO 130-5S r93399b114 R. 033 TABLE OF CONTENTS Page INTRODUCTION ................................................. PURPOSE OF THE 1992B BONDS .................................... . DESCRIPTION OF THE 1992B BONDS ......................... ........ . General................................................... Optional Redemption .......................................... Mandatory Redemption ......................................... Notice and Effect of Redemption .................................. . Book -Entry Provisions ........................................ . Additional Provisions Regarding Book -Entry System ....................... SECURITY FOR THE 1992B BONDS .................................... Source of Payment ............................................ Reserve Account ............................................. Rate Covenant .............................................. Outstanding Parity Debt ........................................ Additional Parity Bonds ........................................ Interim Indebtedness and Short -Term Indebtedness ....................... . Flowof Funds .............................................. Subordinated Debt ............................................ THE REFUNDING PROGRAM ........................................ SOURCES AND USES OF FUNDS ..................................... DEBT SERVICE SCHEDULE........................................I THE DEPARTMENT AND THE BOARD ................................. General................................................... TheBoard ................................................. Personnel................................................. Budget Process ......................... .................... . Financial Operations ........................................... Pension Plan ............................................... THE PARKING SYSTEM .................. ........................ . Parking System Facilities ........................................ Additional Operations ................................. . ....... . Parking Consultant ............................................ System Rates and Changes ....................................... REPORT OF THE PARKING CONSULTANTS ............................. . Assumptions of Parking Consultants ................................. Conclusion of the Parking Consultants ................................ Pummary Statement of Revenues and Expenses .......................... RISK FACTORS ................................................, LITIGATION.................................................., INDEPENDENT ACCOUNTANTS ....................................., LEGALITY ..................... ..... ............... ....... ..., TAX EXEMPTION; INCOME TAX EFFECTS ..................... . ....... . 110,13 NOV- 3-92 TUE 17:52 G3 P.33 FaOV—��?-199� 17: 56 FROM BHRNES, MCGHEE TO 1=055793_1?9E114 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS .............. UNDERWRITING ................................................ FINANCIAL ADVISOR ............................................. BONDRATINGS ................................................. MISCELLANEOUS .............................................., AUTHORIZATION OF AND CERTIFICATION CONCERNING OFFICIAL STATEMENT.................................................. APPENDIX A - AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 1990 AND 1991 APPENDIX B - REPORT OF THE PARKING CONSULTANT APPENDIX C - GENERAL INFORMATION CONCERNING THE CITY OF MIAMI, FLORIDA APPENDIX D - SUMMARY OF THE BOND ORDINANCE APPENDIX E - FORM OF OPINION OF CO -BOND COUNSEL mm 11033 NOV— 3-92 TUE 17 : 5 3 G3 P —34 NOV-03-1992 17:57 FPOM ?ARNES,MCGHEE TO 13055793399e114 P.035 No broker, dealer, salesman or other person has been authorized by the City to give any information or to -make any representation, other than those contained in this Official Statement, in connection with the offering contained herein, and, if given or made, such other information or representations must not be relied upon as having been authorized by the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy any securities, other than the securities offered hereby, to any person in any jurisdiction where such offer or solicitation of such offer would be unlawful. The information set forth herein has been obtained from the City, the Department and other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation of, the Underwriter. The information and expressions of opinion stated herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the Department since the date hereof. Upon issuance, the 1992B Bonds will not be registered under the Securities Act of 1933, will not be listed on any stock or other securities exchange and neither the Securities and Exchange Commission nor any other Federal, state, municipal or other governmental entity, other than the City, will have passed upon the accuracy or adequacy of this Official Statement or approved the 1992E Bonds for sale. IN CONNECTION WITH THE OFFERING OF THE 1992B BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 1992B BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. 11033 NOV- 3-92 TUE 17:54 G3 P.35 NOV-0O-1992 17:56 FROM 'ARNES.MCGHEE TO 1 ^G1557 900996114 P . 076 OFFICIAL STATEMENT Relating to THE CITY OF MIAMI, FLORIDA PARKING SYSTEM REVENUE REFUNDING BONDS, SERIES 1992B INTRODUCTION The purpose of this Official Statement, including the cover page and appendices, is to provide information concerning the issuance by The City of Miami, Florida (the "City"), of $ , Parking System Revenue Refunding Bonds, Series 1992B (the "1992B Bonds"). The 1992B Bonds are being issued under the authority of, and in full compliance with, the Constitution and Statutes of the State of Florida, including particularly Chapter 166, Florida Statutes, the Charter of the City (the "City Charter"), and other applicable provisions of law, and Ordinance No. 10115, enacted by the City Commission of the City on June 26, 1986, as supplemented, particularly as supplemented by Ordinance No. , duly enacted by the City Commission on _ , 1992, (hereinafter collectively referred to as the "Ordinance"). Pursuant to the City Charter, the Department of Off -Street Parking (the "Department") is an agency and instrumentality of the City which operates and manages the parking facilities of the City under the supervision of the OffStreet Parking Board (the "Board"). The City is issuing the 1992B Bonds to (i) refund the City's outstanding $16,275,000 Parking System Revenue Bonds, Series 1986 and the City's outstanding $2,000,000 Subordinated Parking System Bonds (collectively, the "Refunded Obligations"); (ii) fund, together with other moneys available therefor, the Reserve Account; and (iii) pay the costs of issuance of the 1992B Bonds. All capitalized terms used herein shall have the same meaning as given to them in the Ordinance unless otherwise defined herein or where the context would clearly indicate otherwise. The 1992B Bonds and City's outstanding $4,725,000 Parking System Revenue Bonds, Series 1992A (the "Outstanding Parity Bonds"), and any Additional Bonds hereafter issued under the Resolution are hereinafter collectively referred to as the "Bonds". All descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to such documents. Copies of these documents may be obtained from the City or the Financial Advisor. Appendix D hereto sets forth certain defined terms and summarizes certain portions of the Ordinance. i1033 NOV- 3-92 TUE 17:55 G3 P.36 HOV-03-1992 17:59 FROM _CPNES,f1CGHEE TO 130557933999114 P.037 PURPOSE OF THE 1992B BONDS The 1992E Bonds are being issued in an amount which, together with certain other moneys available for such purposes, will be sufficient (i) to refund the Refunded Obligations; (il) to fund, together with other moneys available therefor, the Reserve Account; and (iii) to pay the costs of issuance of the 1992B Bonds. DESCRIPTION OF THE 1992B BONDS GENERAL The 1992B Bonds shall be issued in such amounts as provided on the cover page hereof, as fully registered bonds in the denomination of $5,000, or any integral multiple thereof, will be dated . ___ 1, 1992, and will bear interest at the rates and mature on the dates set forth on the cover page of this Official Statement. The 1992B Bonds will be initially issued in book -entry form, registered to The Depository Trust Company or its nominee as Registered Owner, and while in such form will be payable and subject to transfer and registration as described under "DESCRIPTION OF THE 1992B BONDS -- Book -Entry Provisions" herein. Interest on the 1992B Bonds will be payable on April 1, 1993 and semiannually thereafter on October 1 and April 1 in each year by check or draft mailed to the Registered Owners thereof at the addresses shown on the registration books kept by the Bond Registrar on the fifteenth day (whether or not a business day) prior to the applicable interest payment date (the "Record Date"). Principal on the 1992B Bonds is payable to the Registered Owners upon presentation and surrender of the 1992B Bonds when due at the principal corporate trust office of , Florida, as Paying Agent. See "DESCRIPTION Of THE 1992B BONDS -- Book -Entry Provisions" herein under this heading. Optional Redemption The 1992B Bonds or portions thereof maturing in the years 199_ to 200_, inclusive, are not redeemable prior to their stated dates of maturity. The 1992B Bonds maturing on and after October 1, 200_, are redeemable prior to their stated dates of maturity, at the option of the City, beginning October 1, 200_, in whole on any date, or in part, in such manner as shall be determined by the City, on any Interest Payment Date, at the following redemption prices, expressed as a percentage of the principal amount of the 1992B Bonds to be redeemed, plus accrued interest on the principal amount to the redemption date: Redemption Period Redemption (Both Dates Inclusive) Price October 1, 200 to September 30, 240_ 102 % October 1, 200 to. September 30, 200 101 October 1, 200_ and thereafter 100 (J 11033 NOV- 3-92 TUE 17:55 G3 P.37 HOIJ-03-1992 17;59 FROM ERNES.MCOHEE TO 13055793399e114 P.0721 Mandatory Redemption The 1992B Term Bonds maturing on October 1, 200_, will be subject to mandatory redemption prior to maturity, by operation of the Sinking Fund Account, by lot, in such manner as the City may deem appropriate, at a redemption price equal to par plus interest accrued to the redemption date, on October 1, 200_, and on each October 1 thereafter, in the following principal amounts in the years specified; Principal Year Amount 200_ $ 200 * The 1992B Term Bonds maturing on October 1, 200_, will be subject to mandatory redemption prior to maturity, by operation of the Sinking Fund Account, by lot, in such manner as the City may deem appropriate, at a redemption price equal to par plus interest accrued to the redemption date, on October 1, 200_, and on each October 1, thereafter, in the following principal amounts in the years specified: Principal Year Amount 200_ $ 200_ 200_* *Maturity. Notice and Effect of Redemption The Ordinance requires that at least 35 days prior to the redemption date of any 1992B Bonds or portions of Bonds to be redeemed, the Trustee shall cause a notice of redemption (a) to be filed with the Paying Agents, (b) to be mailed, postage prepaid, to all Registered Owners of 1992B Bonds to be redeemed at their addresses as they appear of record on the registration books of the Bond Registrar or if the 1992B Bonds are in book -entry form, of DTC (hereinafter defined) as of 45 days prior to the date fixed for redemption and (c) to be mailed to Standard & Poor's Corporation and Moody's Investors Service, Inc,; provided, however, that failure to file and/or mail such notice of redemption shalt not affect the validity of the proceedings for such redemption. Interest shall Cease to accrue on any 1992B Bond duly called for prior redemption on the redemption date, if payment thereof has been duly provided. The privilege of transfer or exchange of any of the 1992E Bonds selected for redemption shall be suspended. Each notice shall set forth the Series of Bonds to be redeemed, the date fixed for redemption, the Redemption Price to be paid, the maturities of the 199213 Bonds to be redeemed, 3 11033 NOV- 3-92 TUE 17:56 G3 P.33 NOV-33-1992 le:00 FROM 1RNES,MCGHEE TO 130557933999114 P.0-79 and if Iess than all of the 1992B Bonds of any one maturity then Outstanding are to be called for redemption, the distinctive numbers and letters, if any, of such 1992B Bonds to be redeemed, and the portion of the principal amount thereof to be redeemed. The notice of the redemption shalt state also that on or after the redemption date, upon surrender of such 1992B Bond, a new registered Bond in a principal amount equal to the unredeemed portion of such Bond will be issued. In addition, each notice of redemption and payment of the redemption price relating to the 1992B Bonds shall meet the requirements set forth in (1), (ii) and (iii) below; provided, however, that failure of such notice or payment to comply with the terms of (i), (ii) or (iii) below shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as otherwise described above. (i) Each notice of redemption shall be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of the type comprising types such as the 1992B Bonds (such depositories now being The Depository Trust Company, New York, New York, Midwest Securities Trust Company, Chicago, Illinois, Pacific Securities Depository Trust Company, San Francisco, California, and Philadelphia Depository Trust Company, Philadelphia, Pennsylvania), and to one or more national information services that disseminate notices of redemption of obligations such as the 1992E Bonds. (ii) Each notice of redemption shall be published one time in The Bond Buyer, New York, New York or, if such publication is impractical or unlikely to reach a substantial number of the Holders of the 1992E Bonds, in some other financial newspaper or journal which regularly carries notices of redemption of other obligations similar to the 1992B Bonds, such publication to be made at least 30 days prior to the date fixed for redemption. (iii) Upon the payment of the redemption price of 1992B Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the 1992B Bonds being redeemed with the proceeds of such check or other transfer. Book -Entry Provisions The following text was provided directly from The Depository Trust Company and neither the Underwriters, the Department, nor the City is responsible for its content. 1. The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the 1992E Bonds. The 1992B Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One fully -registered security certificate will be issued for each maturity of the 1992B Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. 2. DTC is a Iimited-purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform a 11033 NOV- 3-92 TUE 17:57 G3 P.39 NOU-03-1992 1e:01 FROM aRNES,MCGHEF_ TO 130557933998114 P.040 Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book -entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect. Participants"). The rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. 3. Purchase of the 1992B Bonds under the DTC system must be made by or through Direct Participants, which are to receive a credit for the 1992B Bonds on DTC's records. The ownership interest of each actual purchaser of each 1992B Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 1992B Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in 199213 Bonds, except in the event that use of the book -entry system for the 1992B Bonds is discontinued, 4. To facilitate subsequent transfers, all 1992B Bonds deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of 1992B Bonds with DTC and their registration in the name of Cede & Co. affect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 1992B Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such 1992E Bonds are credited, which may or may not be in the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. 6. Redemption notices shall be sent to Cede & Co. If less than all of the 1992B Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. 7. Neither DTC nor Cede & Co. will consent or vote with respect to 19928 Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct a 110,13 NOV— 3-92 TUE 17:58 G3 P.40 NOU-03-1992 18:02 FROM aRNES,M1 GHEE TO 17_0557933998114 F.041 Participants to whose accounts the 1992B Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Principal and interest payments on the 1992B Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts on the payable date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive a payment on the payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, the Paying Agent, the Department, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the City or the Trustee, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. 9. DTC may discontinue providing its services as securities depository with respect to the 1992E Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, bond certificates are required to be printed and delivered. 10. The City may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, bond certificates will be printed and delivered. 11. The information in this section concerning DTC and DTC's book -entry system has been obtained from DTC and the City takes no responsibility for the accuracy thereof. Additional Provisions Regarding Book -Entry System The City, the Department and the Bond Registrar will recognize and treat DTC (or any successor securities depository) or its nominee as the holder and owner or the 1992B .Bonds for all purposes, including payment of debt service, notices, enforcement of remedies and voting. DTC (or any successor securities depository) or its nominee for all purposes under the Ordinance will be, and will be considered by the City and the Department to be, the registered owner or registered holder of the 1992B Bonds. The City, the Department and the Bond Registrar have no responsibility or liability for any aspects of the records or notices relating to, or payments made on account of, book -entry interest ownership, or for maintaining, supervising or reviewing any records relating to that ownership. The City and the Department cannot and do not give any assurances that DTC Participants, Indirect Participants or others will distribute payments of debt service on the 1992B Bonds made to DTC or its nominee as the registered owner, or any notices to the Beneficial Owners, or that they will do so on a timely basis, or that DTC will serve and act in a manner described in this Official Statement, 6 11033 NOV- 3-92 TUE 17:59 G3 P.41 NOIJ-03-1992 15:03 FROM 'ARHES,MCGHEE TO 1305579339%114 F.042 In the event that DTC determines not to continue to act as securities depository for the 1992B Bonds, the City may in its discretion attempt to establish a securities depository, book - entry relationship with another securities depository. If the City does not do so, or is unable to do so, and after the Bond Registrar has made provisions for notification of the Beneficial Owners by appropriate notice to DTC, the City and the Bond Registrar will authenticate and deliver replacement 1992B Bonds in the denomination of $5,000 or any integral multiple of $5,000 to, or at the direction of, and if the event is not the result of City action or inaction, at the expense (including printing costs) of, any persons requesting such issuance. The rights of Beneficial Owners and the manner of transferring or pledging their interests is subject to applicable state law. Beneficial Owners .may want to discuss the manner of transferring or pledging their book -entry interest in such 1992B Bonds with their legal advisors. SECURITY FOR THE 1992B BONDS Source of Payment The 1992E Bonds are secured by a pledge of (a) the Net Revenues of the Parking System, (b) [the right of the Board to receive Net Revenues, and (c)] the money and Investment Obligations in any and all of the funds and accounts established under the Ordinance and the income from such Investment Obligations and the investment of such money, on a parity with the pledge thereof in favor of the Registered Owners of the Outstanding Parity Bonds. The term "Net Revenues" as used herein and in the Ordinance means the excess of Revenues over Current Expenses. The Ordinance provides that this pledge shall be effective and operate immediately and that the Trustee shall have the right to collect and receive Net Revenues in accordance with the provisions of the Ordinance at all times during the period from and after the date of issuance of the 1992B Bonds until the 1992E Bonds have been fully paid and discharged. Revenues, under the Ordinance, include (a) except to the extent excluded (as hereinafter described), all income earned by the Department from the operation and use of and for the services furnished or to be furnished by the Parking System and all income earned from the ownership and rental of the Parking System and properties financed by Subordinated Debt and by Interim Indebtedness, (b) income received by the Department under any agreement to manage or operate facilities on behalf of any person, (c) any proceeds of business interruption insurance, (d) to the extent permissible under the laws of the State and to the extent approved by subsequent ordinance of the City, the proceeds of any tickets and fines levied for the use of the Parking System, and (e) the investment income on, and the income and gains realized upon the maturity or sale of, securities held by or on behalf of the City or the Department in any Funds or Accounts established by the Ordinance. Revenues shall not include (i) any grants, contributions or donations; (ii) proceeds from the sale and disposition of the Parking System; (iii) income from the operation of any Special Purpose Facilities; (iv) to the extent and for so long as such income is pledged to secure the financing for the same, rental income from the leasing of any land used in connection with, or income from the operation of, any Special Purpose Facilities; (v) any proceeds of insurance other than as mentioned above; (vi) investment income from the investment of moneys in the Construction Fund; and (vii) the proceeds of any borrowing, No proceeds of tickets and fines referred to in clause (d) have been approved by the City for inclusion in Revenues. 7 11033 t4OV- 3-92 TUE 18:00 G3 P.42 NOO-0.3-1992 19:04 FROM WNES.MCGHEE TO 130557933998114 P.043 THE 1992B BONDS ARE LIMITED OBLIGATIONS OF THE CITY SECURED BY A PLEDGl1 OF, AND PAYABLE SOLELY FROM, NET REVENUES, [THE RIGHT OF THE BOARD TO RECEIVE NET REVENUES,] AND THE MONEY AND INVESTMENT OBLIGATIONS IN THE FUNDS AND ACCOUNTS ESTABLISHED UNDER THE ORDINANCE AND THE INCOME DERIVED FROM SUCH INVESTMENT OBLIGATIONS AND THE INVESTMENT OF SUCH MONEY. THE 1992B BONDS SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OF THE CITY FOR WHICH THE FULL FAITH AND CREDIT OF THE CITY ARE PLEDGED, AND THE CITY IS NOT OBLIGATED TO PAY THE 1992B BONDS OR THE PREMIUM, IF ANY, OR THE INTEREST THEREON EXCEPT FROM THE AFOREMENTIONED SOURCES. THE 1992D BONDS S14ALL NOT CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE CITY. Reserve Account Upon delivery of the 1992B Bonds, a sum equal to the difference between the amount currently on deposit in the Reserve Account (as hereinafter described) and the maximum Principal and Interest Requirements in the current or any future Fiscal Year (the "Reserve Requirement") on the City's outstanding Bonds (including the 1992B Bonds ) shaII be deposited into the Reserve Account. The Trustee shall use amounts in the Reserve Account to make transfers, in the following order, to the Interest Account, the Principal Account and the Sinking Fund Account to remedy any deficiency in any deposit required to be made to said Accounts under the Ordinance or to pay the interest on or the principal of (whether at maturity, by acceleration or in satisfaction of the Sinking Fund Requirement therefor) the Bonds when due, whenever and to the extent that the money on deposit in any or all of said Accounts, together with transfers thereto from the General Reserve Account and the Renewal and Replacement Account, is insufficient for such purposes. The Trustee shall also use amounts in the Reserve Account to pay the interest on the Interest Payment Date next preceding the final maturity of all Bonds Outstanding and the principal of and the interest on such Bonds on the final maturity date of the same. If at any time the value of the cash and Investment Obligations held in the Reserve Account exceeds the Reserve Requirement, the Trustee shall withdraw an amount equal to such excess therefrom and shall deliver the same to the Department. Upon receipt thereof the Chief Financial Officer shall deposit (a) in the Renewal and Replacement Account the amount then required to be paid thereto by the Department pursuant to the Ordinance and (b) all remaining amounts in the General Reserve Account. Whenever the amount on deposit in the Reserve Account is less than the Reserve Requirement, the Trustee shall notify the Director and the Chief Financial Officer of the amount of the deficiency. Upon notification, the Chief Financial Officer immediately shall deliver to the Trustee an amount sufficient to cure the same, drawing upon funds available in the General Reserve Account and the Renewal and Replacement Account, in that order. 110,13 NOV- 3-92 TUE 18:01 G3 P.43 NOV-OZ-1992 1S:05 FROM -'ARNES,MCGHEE TO 130--5793399e114 P.044 Rate Covenant The City and the Board have covenanted in the Ordinance to establish, fix, charge and collect rates, fees, rentals and charges for the use of the Parking System and to revise these as often as may be necessary or appropriate to produce Revenues in each Fiscal Year at least equal to the sum of (i) Current Expenses for such period, plus (ii) 125 % of the Principal and Interest Requirements for such period, plus (iii) the amounts required to be deposited in the Reserve Account in such period. If, in any such Fiscal Year, the Revenues are not sufficient to meet such requirements and if the cash and value of the Investment Obligations available within the funds and accounts created by the Ordinance are not sufficient to make such deposits to the interest Account, the Principal Account, the Sinking Fund Account and the Reserve Account, the City and the Department have covenanted to take action to revise the rates, fees, rentals and charges, or alter their methods of operation or take whatever action is necessary to produce the amount so required in such period. If the audit report for any Fiscal Year indicates that the requirements of (i), (ii) and (iii) above, have not been satisfied, then within 15 days of the receipt of the audit report for such Fiscal Year, the Department will employ a Parking Consultant to review and analyze the financial status and the administration and operations of the Parking System, to inspect the properties constituting the Parking System and to submit to the Board and the Director, within 60 days thereafter, a written report on the same, including the action taken by the City and the Department with respect to the revision of its rates, fees, rentals and charges, which report may contain recommendations of further revisions of the rates, fees, rentals, charges and methods of operation of the Parking System that will result in producing the amount so required during that Fiscal Year. Promptly upon its receipt of the recommendations, the Department will transmit copies thereof to the City Commission, the Trustee and each Holder of Record who has requested the same and will take such further action as is then in the best interest of the Registered Owners of the Bonds, the Department, the City and its citizens. In the event the City and the Department fail to take the action described above, the Trustee may. and upon request of the Registered Owners of not less than 25 % in principal amount of all Bonds Outstanding shall, institute and prosecute an action or proceeding in any court or before any board or commission having jurisdiction to compel the City and the Department to comply with such requirements. The City and the Department have further covenanted that no use of the Parking System will be permitted without compensation. Outstanding Parity Debt The City currently has Outstanding Parity Bonds in the aggregate principal amount of $ . See "DEBT SERVICE SCHEDULE" herein for the debt service on such bonds. 9 iV NOV- 3-92 TUE 18:02 G3 P.44 N01.1-03-1992 le:oE FROM "ARNE9,MCGHEE TO 130c5793399e114 P.F24- Additional Parity Bonds The Ordinance provides that the City Commission may authorize the issuance of one or more series of Additional Bonds on a parity with the Bonds for the purpose of providing funds to: (1) pay all or any part of the Costs of any Additional System Facilities; (ii) pay the Costs of completing any Additional System Facilities; (iii) pay any debt obligations issued by the City or the Department or repay any advances made from any source, to finance temporarily such Costs, including Interim Indebtedness; (iv) increase the amount on deposit in the Reserve Account; (v) pay interest accruing on any Additional Bonds; and (vi) pay certain expenses in connection with the issuance of Additional Bonds. Additional Bonds may also be issued on a parity with the Bonds for the purpose of providing funds for paying at maturity or redeeming prior to maturity all or part of the Bonds then Outstanding of any one or more series, including the payment of any redemption premium and any interest that will accrue on such Bonds to the redemption date or maturity date and any expenses in connection with such refunding. The Trustee may deliver Additional Bonds for the purpose of paying the Costs of any Additional System Facilities only if, among other requirements, (1) the proceeds of the Additional Bonds together with other funds available for such purpose are not less than the estimated Cost of the Additional System Facilities; (H) the sum of (A) Net Revenues from the most recent Fiscal Year for which audited financial statements have been filed and (B) the estimated Net Revenues which would have been received if any rate adjustment which affected the Parking System and became effective prior to the issuance of the Additional Bonds had been in effect during that same Fiscal Year, is not less than 125 % of the Principal and Interest Requirements for that same Fiscal Year; and (iii) the sum of (A) Net Revenues from the most recent Fiscal Year for which audited financial statements have been filed, (B) the estimated additional Net Revenues which would have been received if any rate adjustments which affected the Parking System and became effective prior to the issuance of the Additional Bonds had been in effect during that same Fiscal Year, and (C) one -fifth of the total estimated Net Revenues attributable to the Additional System Facilities to be financed from the proceeds of such Additional Bonds for each of the five Fiscal Years immediately succeeding the Fiscal Year in which the Additional System Facilities are to be placed in use and operation, is not less than 125% of the maximum Principal and Interest Requirements for any Fiscal Year thereafter, including such requirements of the Additional Bonds then requested to be delivered. The Trustee will not deliver Additional Bonds for the purpose of refunding Bonds of any series unless any moneys deposited with the Trustee, together with the proceeds (excluding accrued interest) of such Additional Bonds and the interest to accrue upon any Government Obligations acquired to pay the refunded Bonds, are not less than an amount sufficient to pay the principal of and the redemption premium, if any, on the Bonds to be refunded, the interest that will accrue thereon to the redemption date or the respective maturity dates, and the expenses incident to such refunding. Notwithstanding the provisions of the Ordinance with respect to Additional Bonds described above, no Additional Bonds shall be issued as Variable Rate Bonds unless, on the date of issuance of such Variable Rate Bonds, the Variable Rate Bonds then outstanding (including the Additional Bonds to be issued as Variable Rate Bonds) shall not exceed twenty percent (20%) of the total indebtedness of the City and the Department payable from the Net Revenues of the System (with 10 11033 NOV- 3-92 TUE 18:03 G3 F.45 HOI;-03-1992 le:O7 FROM BARNES, MCGHEE TO 1M5579-73998114 F. 046 the exception of Short -Term Indebtedness) plus any fund equity of the Parking System. Interim Indebtedness and Short -Term Indebtedness Interim Indebtedness may be issued on a parity with the Bonds as to payment from Net Revenues, provided that (i) the requirements for the issuance of Additional Bonds for Additional System Facilities set forth above under the caption "Additional Parity Bonds" herein could be satisfied if such Interim Indebtedness were issued with a maturity of twenty-five (25) years after date of issuance, with substantially equal annual payments of principal and interest and with an interest rate substantially equal to the market interest rate for similar obligations of 25-year maturity at the time the calculation is made and (ii) there is filed with the Trustee, simultaneously with the incurrence of such Interim Indebtedness, a letter from a banking, investment banking or other appropriate financial institution stating that under the then current market conditions, such Interim Indebtedness could be placed or sold on the terms and conditions assumed for the purposes of (i) above. Short -Term Indebtedness may be issued and is payable as to principal and interest as Current Expenses provided that such Short -Term Indebtedness at any time outstanding does not exceed 20% of the Department's Current Expenses of the Parking System for the last Fiscal Year for which an audit is available. Flow of Funds The Ordinance creates within the Bond Fund six special accounts: the Interest Account, the Principal Account, the Sinking Fund Account, the Reserve Account, the Redemption Account, and the Insurance and Condemnation Award Account. The Ordinance also creates within the Parking System Fund, the Revenue Account, the Renewal and Replacement Account and the General Reserve Account. Except as hereinafter described, all Revenues received by the Department will be deposited when received to the credit of the Revenue Account. The Department will apply moneys in the Revenue Account to the payment of Current Expenses and to the purchase of Bonds. On or before the 20th day of each month, the Chief Financial Officer will withdraw from the Revenue Account all amounts on deposit therein in excess of the Operations and Maintenance Requirement and will apply such moneys in the following order (except that payments provided for in (a) and (b) shall be on a parity with each other): (a) with the Trustee to the credit of the Interest Account an amount thereof which, together with any other funds provided by the Department for such purpose, is equal to one -sixth (1/6) of the interest to become due and payable within the next ensuing six (6) months on all Bonds then Outstanding; (b) with the Trustee to the credit of the Principal Account an amount thereof which, together with any other funds provided by the Department for such purpose, is equal to one -twelfth (1/12) of the principal to become due and payable within the next ensuing twelve (12) months on all Serial Bonds then Outstanding; 11 I1033 NOV- 3-82 TUE 18:04 G3 P.46 NOU-03-1992 18;Oe FROM 7ARNES,MCGHEE TO 13055793399e114 P.047 (c) with the Trustee to the credit of the Sinking Fund Account an amount thereof which, together with any other funds provided by the Department for such purpose, is equal to one - twelfth (1/12) of the Sinking Fund Requirement to become due and payable within the next ensuing twelve (12) months on all Term Bonds then Outstanding; (d) with the Trustee to the credit of the Reserve Account such amount as may be required to make the amount then to the credit of the Reserve Account equal to the Reserve Requirement; provided, however, that if so provided in the Series Ordinance relating to Additional or refunding Bonds, the amount required to make the amount to the credit of the Reserve Account following the issuance of such Series of Bonds equal to the Reserve Requirement may be deposited to the credit of the Reserve Account in sixty (60) or fewer substantially equal monthly installments beginning in the month following the month in which S[tch Series of Bonds is authenticated and delivered; (e) to the credit of the Renewal and Replacement Account such amount as may be required to make the amount then to the credit of the Renewal and Replacement Account equal to the Renewal and Replacement Account Requirement; and (f) to the credit of the General Reserve Account the balance remaining after making the deposits required by paragraphs (a) through (e). In making the deposits set forth above, consideration shall be given to investment income on deposit in such Fund or Account. In each month following a month in which the Department has failed to make any deposit or payment required by paragraphs (a) through (e), the Department will deposit or pay, in addition to the amounts then due, an amount sufficient to cure the deficiency in deposit or payment in the prior month unless such deficiency is cured by a transfer, pursuant to the Ordinance, of money or Investment Obligations to such Fund or Account from other funds and accounts. Whenever the amount on deposit in the Revenue Account is insufficient to pay Current Expenses, the Chief Financial Officer will transfer an amount necessary to pay the same to the Revenue Account, drawing upon funds available in the General Reserve Account and the Renewal and Replacement Account, in that order. On or before the 45th day next preceding any date on which Serial Bonds are to mature or Term Bonds are to be redeemed pursuant to the Sinking Fund Requirement or are to mature, the Chief Financial Officer may satisfy all or a portion of the obligation to make the required payments into the Principal Account and the Interest Account by delivering to the Trustee Serial Bonds maturing or Term Bonds maturing or required to be redeemed on such date. The price paid to purchase any such Bond shall not exceed the Redemption Price applicable to such Bonds at the next redemption date. Upon such delivery the Department shall receive a credit against amounts required to be deposited into the Principal Account on account of such Serial Bonds or into the Sinking Fund Account on account of such Term Bonds in the amount of 100 % of the principal amount of any such Serial Bonds or Term Bonds so delivered. 12 110,113 NOV- 3-92 TUE 18:05 G3 P.47 NOV-03-1992 18:09 FROM 7ARNES,MCGHEE TO 130557933998114 F.048 Additional Subordinated Debt The City may issue additional Subordinated Debt to finance the acquisition and construction of any facilities, other than Special Purpose Facilities, which the Board and the Department may operate and maintain pursuant to law, upon the conditions set forth in the Ordinance. THE REFUNDING PROGRAM Upon delivery of the 1992B Bonds, $ of the proceeds of the sale thereof will be used to prepay the principal amount of the Refunded Obligations. The accrued interest on the Refunded Obligation will be paid from other available funds of the Department. SOURCES AND USES OF FUNDS The estimated sources and uses of funds required to effect the plan of financing are set forth below: SOURCES OF FUNDS Par Amount of 1992B Bonds .................................... $ Accrued Interest ........................................... . Original Issue Discount ................................... I .. . Total Sources of Funds ,!JSES OF FUNDS Accrued Interest to the Sinking Fund for the 1992B Bonds Payment of Refunded Obligations Deposit to Reserve Account Costs of Issuance Total Uses of Funds 13 $ 11033 NOV- 3-92 TUE 18:06 G3 P.48 NOU-03-1992 18:10 FROM 'ARNE9,M,GHEE TO 13055"933998114 F.049 DEBT SERVICE SCHEDULE The following table sets forth the debt service requirements for the 1992B Bonds and the Outstanding Parity Bonds for each period ending October 1. The amounts shown are rounded to the nearest dollar. The total amounts may not add due to rounding. [CHART TO COME] 14 11033 NOV- 3-92 TUE 18:06 G3 P.49 N0V-0_-1992 19:10 FROM 9ARNES,Mc_GHEE TO 1303,5?93399el14 P.O'E'i THE DEPARTMENT AND THE BOARD General The Department, also known as the Miami Parking System (the "Parking System"). was created in 1955 by a Special Act of the Florida State Legislature. The Department's enabling legislation was incorporated into the City of Miami Charter in 1968. The Department is an agency and instrumentality of the City and is charged with the operation, management and control of the parking facilities of the City and all properties pertaining thereto. The Department's budget and rates must be approved by the City Commission and its bonds must be issued by the City pursuant to ordinance enacted by the City Commission. All expenses the Department and the Board incur in carrying out their duties are paid solely from revenues generated by the Parking System. The Board The Department is governed by the five member Off -Street Parking Board. The City Charter requires that the Board consist of five voting members who are to serve five-year terms. Each member of the Board must either reside or have his principal place of business in the City. No official or employee of the City may serve as a member of. the Board while so employed by the City. At least ten days prior to the expiration of the term of any Board member, the successor thereto shall be appointed by the remaining Board members, subject to confirmation by the City Commission, Any Board member may be removed by the City Commission for good cause, but if so removed, may apply for circuit court review of the action of the City Commission. The membership of the Board, the expiration of their respective terms of office and their respective principal occupations are as follows: Mem Wilfredo Gort, Chairman Michael Kosnitzky, Esq. , Vice -Chairman Expiration Date of Term of Office December 2, 1993 February 28, 1995 15 Occupation Chairman and CEO, AIBC Investment Services Corp. Partner, Sparber, Kosnitzky, Truxton, De La Guardia & Spratt, P.A. NOV- 3-92 TUE 18:07 G3 P.50 H00-0--1992 19:11 FPON "APNES•MCGHEE TO 1 JOcc 7 9-3 a-,114 P . 091 Arthur H. Hertz Dr. Eduardo Padron Olivia B. Peart, Esq December 2, 1992 December 2, 1993 December 2, 1992 Chairman and CEO, Wometco Enterprises, Inc. President, Miami - Dade Community College Wolfson Campus Attorney, Popham, Haile, Schnobrich & Kaufman, Ltd. The Board has the powers, duties and responsibilities customarily vested in the board of directors of a private corporation and exercises supervisory control over the operation of the Parking System, and all acts of the Department and its Executive Director are subject to Board approval. The Board elects one of its members to serve as Chairman of the Board, makes appropriate rules and regulations for its own government and procedure and holds regular meetings not less than once each month and special meetings as it deems necessary. All such meetings are open to the public. Personnel The Department presently employs approximately 156 employees. Most employees are classified in cashier, enforcement, meter collection and meter maintenance functions. The senior staff personnel employed by the Department and a brief biography of each individual are listed below: M. 0ark Cook, Executive Director, recently retired from Florida Power & Light Company as a regional Vice President after 34 years of service. A graduate of Georgia Tech, Mr. Cook has served as president of his alma mater's chapter in Miami. He is actively involved in the Greater Miami Chamber of Commerce, serving as a member of the Executive Committee. He is also chairman of the Greater Miami Service Corps, and was Chairman of the 1991 fundraising campaign for United Way of Dade County. Mr. Cook serves on the board of directors of the Museum of Science and Barry University. He is also a member of the Orange Bowl Committee. Mr. Cook has been actively involved in Dade County's Junior Achievement organization. He has been active in the affairs of the Florida Electric Council, Goodwill Industry, and the Rotary and Kiwanis service organizations. Harold J. Manasa, Certified Public Accountant., joined the Department in October, 1989, as the Chief Financial Officer. Prior to joining the Department, Mr. Manasa held managerial positions at The Arabian American Oil Company in Dhahran, Saudi Arabia, for seven years and at Coopers & Lybrand in Florida and Saudi Arabia for eight years. Mr. Manasa holds a Master's Degree in Economics from the University of Oklahoma and a Bachelor's Degree in Accounting and Finance from the University of West Florida. Mr. Manasa is also a Certified Internal Auditor and 1.6 11033 NOV- 3-92 TUE 18:08 G3 R.51 NOS.:!-03-19912 18:12 FROM - �ARHES,MCGHEE TO 130557973996114 P.053 member of The Government Finance Officers Association of the United States and Canada, The Institute of Internal Auditors and The American and Florida Institutes of Certified Public Accountants, Mr. Manasa is licensed as a CPA in the State of Florida. Karen P. Wilson, Deputy Executive Director, began her work with the Department as Director of Productivity Analysis in 1984 and has held various positions within the Department, including Director of Operations. Prior to joining the Department, she worked for the City of Richmond, Virginia Productivity Analysis Unit. Ms. Wilson holds a Master of Pubic Administration degree from Virginia Commonwealth University. Budget Process The City Charter requires that all budgets, funds and accounts pertaining to the Department be segregated from all other budgets, funds and accounts of the City. The Ordinance provides that on or before the 90th day next preceding the beginning of each Fiscal Year, the Department shall prepare a preliminary budget for the ensuing Fiscal Year for the Parking System in the form of the budget then required by law and shall file copies of each such preliminary budget with the Trustee and mail copies to the Parking Consultant. Each budget is required to be prepared in such manner as to specify Current Expenses and the amounts to be deposited in the various Funds and Accounts created by the Ordinance during the Fiscal Year for which such budget was prepared. The budget shall be accompanied by a pro forma statement of Revenues, Current Expenses and rates, fees, rentals and charges estimated to be necessary to meet the requirements of the Ordinance and shall include or make reference to a Capital Funds Budget that shows separately the amounts to be deposited in the General Reserve Account during the Fiscal Year for which the budget is prepared for the purpose of financing additions, extensions and improvements to the Parking System and the amounts to be expended during such Fiscal Year from money in the General Reserve Account and the Construction Fund. On or before the first day of each Fiscal Year, the City and the Board are required to 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"). Copies of the Annual Budget are to be filed with the Trustee, mailed by the Department to the Parking Consultant, Moody's Investors Service, Inc., Standard & Poor's Corporation, and each Bondholder requesting the same, and made available for inspection at the office of the Chief Financial Officer. If the City and the Board have not adopted the Annual Budget before the first day of any Fiscal Year, the preliminary budget for such Fiscal Year or, if there is none, the budget for the preceding Fiscal Year, shall be deemed to be in force and effect. Financial Operations 17 i163a NOV- 3-92 TUE 18:09 G? P.52 NO1.1-0-7-1992 19: 13 FROM 'aRNE9, Mt=GHEE TO 130`>57933998114 P. L�S^ The Department follows generally accepted accounting principles (GAAP) applicable to governmental units. Departmental accounting records are maintained on an accrual basis. The Department utilizes a custom -designed computerized garage revenue control system. The revenue control system, by the use of a bar code reader, automatically enters and records all ticket transaction information into the computer to enhance the internal accounting controls of the Department, Pension Plan The Department is the sole sponsor of a defined benefit pension plan (the "Pension Plan") which covers all of the eligible full-time employees of the Department. The Pension Plan, effective since November 14, 1971, requires contributions from employees at a rate of 6-1/2 percent of their salaries. The Department's contribution is equal to the remaining amount necessary to fund the Pension Plan adequately, In accordance with the Pension Plan, the Department is required to fund liabilities of the Pension Plan based upon actuarial valuations. Certified actuarial valuations of the Pension Plan are required every three years, although it has been the policy of the Retirement Board created under the terms of the Pension Plan to obtain actuarial valuations at the end of each Fiscal Year, The actuarially computed present values of accumulated Pension Plan benefits at October 1, 1989 and 1990 were as follows: Employer -Financed Vested Benefits Employer -Financed Nonvested Benefits Total Participant Accumulated Benefits Total Pension Benefit Obligation Net Assets Available for Benefits Excess of Net Assets Available for Benefits Over Total Accumulated Benefits [Update] September 30, 1991 $ 190,037 _ 891,060 $1,081,097 561.450 $1,642,547 1,674,040 31 493 IS NOV- 3-92 TUE 18:10 G3 September 30. 190 $ 107,379 894.4Q $1,001,781 451,146 $1,452,927 _1 5, 60,_14b L.IL7,..219 11033 P. 53 tJOL!—t�3-1992 18: 14 FROM �ARNES, r1COHEE Ti ! 1 L 155! q �99811 1 P. 054 The Department's pension expense for the Fiscal Years ended September 30, 1990 and 1991 amounted to $70,972 and $126,460, respectively. Pension expense budgeted for the Fiscal Year ending September 30, 1992 is $120,000, THE PARKING SYSTEM Parking System Facilities As of September 30, 1991, the Department managed approximately 21,274 spaces, including 5 garages, 62 surface lots, and 7,432 on -street street meters. The Department provides parking for over 72,000 vehicles daily, Many of these spaces serve the central business district of the City; in addition, important segments of the Parking System serve the outlying areas of Coconut Grove, Little Havana, the Civic Center, Jackson Memorial Hospital, Brickell Avenue, the Design Plaza, the Omni Mall and shopping area and the Edison Business District. The Board has made a policy decision to operate throughout the City in order to expand service and to reduce dependency on downtown economic conditions. The composition of, and recent changes in, the total number of spaces contained within the Parking System are reflected in the following table: Category Spaces On -Street Parking Meters Parking Lots(1) Parking Garages (owned) Parking Garages (managed)(2) Total Spaces September 30 March 1. 1987 1988 1989 .199Q 19 11 1992 6,747 6,452 6,989 7,307 7,432 7,432 5,978 8,775 8,831 8,691 8,691 8,835 2,457 2,457 2,457 2,457 2,457 2,457 3.750 3,750 125 3.750 3 750 3.750 18.932 21434 22.027 22.205 2 21.274 (1) In 1988 the Department added approximately 2,800 space& to serve the parking roquiroment of the newly -built Miumi Arena, home to The Miami Heat basketball franchise, and to serve other parking needs in the Parking System. (2) From January 1986 through January 1992, the Department managed the operation of the 1,200 space Bayside Garage, located at the Bayside Marketplace. The facility was developed by The Rouse Company under a long-term lease from The City of Miami. Upon the expiration of the management agreement on January 8, 1992, The Rouse Company assumed manngemcnt of the facility. 19 11033 NOV— 3-92 TUE 18:10 G3 F.54 NOU-03-1992 le:14 FROM ?ARNES.MCGHEE TO 13055797-998114 F.055 The principal facilities owned and operated by the Department are: o Municipal Garages Nos. 1, 2, and 3 (2,457 spaces) o Municipal Lots Nos. 2, 3, 4, 5, 8, 10, 19, 21, 27 & 35 (1,119 spaces) Facilities operated by the Department under management or lease agreements with third parties include: o City of Miami - International Place and Government Center Garages and Municipal Lot Nos. 1, 24, 28, and 57-60 (4,640 spaces); o Metropolitan Dade County - Municipal Lot Nos. 18, 22, 23, 26, 34, 44, 45 and 46 (1,429 spaces); o State of Florida - Municipal Lot Nos. 6, 11-17, 29, 30, 32, 33, 36-39, 42, 49-56 (2,674 spaces); o Miami Dade Community College - Municipal Lot No. 9 (223 spaces); o Archdiocese of Miami - Municipal Lot No. 41 (88 spaces); o Martin Luther King Economic Development Corporation and R.J. Properties - Municipal Lot No. 7 (66 spaces); o Florida East Coast RaiIroad- Municipal Lot Nos. 61, 62, and 63 (1,005 spaces). The Department manages, under separate management agreements, the operations of the Downtown Government Center Garage and International Place for the City. Under the terms of the agreements, the Department receives a management fee based on a percentage of gross revenues for each garage, which is recorded as revenue from management and administrative fees on the Department's financial statements. Additional Operations In addition to on -street and off-street parking operations, the Department shares responsibility with the City of Miami Police Department for the ticketing and towing of illegally parked vehicles. The Department derives revenues from such towing activities. The Department also shares responsibility with Metropolitan Dade County for enforcement of parking regulations. Although the Department participates in these enforcement and regulatory responsibilities, the Department receives no parking fine revenue. All parking fine revenue generated within the City 20 11033 NOV- 3-92 TUE 18:11 G3 P.55 Nun.!-0� -1992 16: 15 FROM 9PRNES, M GHEE TO 130557933998114 F.�75r, is collected by the Metropolitan Dade County Clerk of the Circuit and County Courts, and is allocated to the City (66.67 fib) and Metropolitan Dade County (33.33 %). Such parking fine revenues are not treated as revenues of the Parking System and are not included as Net Revenues pledged to the Bonds. During Fiscal Year 1991, Department traffic management enforcement efforts generated approximately $683,790 in parking fine revenue for the City and $341,895 for Metropolitan Dade County. A unique non -parking related responsibility of the Department .is the management of the historic 1,700 seat Gusman Center for the Performing Arts and the Olympia Office Building owned by the City. The Gusman Center and Olympia Building Complex was donated to the City in 1975 by its benefactor, Maurice Gusman, with the stipulation that the facility be managed by the Department. The City provides deficit funding, as necessary, for operating deficits of the facility. The operation of the complex is accounted for as a separate enterprise fund of the Department. Parking Consultant Since 1984, the Department has designated the engineering firm of Desman Associates as its Parking Consultant (the "Parking Consultant"). The Department has engaged the firm to provide various studies and inspections of the System. In their last inspection of the System in March 1991, the Parking Consultant found the facilities and equipment to be in good condition. Attached as Appendix B is the Report of the Parking Consultant, dated March 25, 1992. System Rates and Charges The Department monitors the daily revenue collections of its parking garages with a computerized revenue collection system. Parking lots and garages are monitored with daily revenue reports. Meter locations are monitored with a computerized analytical system which allows monitoring of meters by zones as small as a single City block. The Department reviews the rates and revenues of the Parking System monthly and annually as part of the budget process. The present policy of the Board is to keep the rates of the Parking System comparable to similar public and private facilities. The chief factors which cause rate changes include: (i) a change in the demand for a facility and (ii) a change in the rates charged by nearby similar parking facilities. Parking meters are removed from unprofitable areas provided such a removal will not have an adverse effect on an adjacent profitable facility. At present, it is the policy of the Department to establish rates at a level necessary to ensure a minimum of 1.5 times debt service coverage; the Department has covenanted in the Ordinance to maintain a 1.25 times debt service coverage. All rate changes must be submitted to the Board for adoption. Rate changes adopted by the Board must subsequently be submitted to the City Commission for ratification. The City Commission delegates to the Board the ability to set rates on an "experimental basis" for less than one year in order to enable the Board and Department to react quickly to changing environmental factors and to open new facilities during the Fiscal Year without the need to amend the rate 21. i 10 93 3 NOV- 3-92 TIDE 18:12 G3 P.56 H01 !-0 -1'392 l e : 16 FROM tARNES , MCGHEE TO 1 ^0100998114 P . O57 ordinance. The current rate structure of the Department provides, as follows: o On Street Meter Rates consist of $.25, $.50, $.75, or $1.00 per hour depending on the specific location of the meter. o On Street Monthly Permit Rates range from $10.00 to $25.00 per month. o Off Street Surface Lot Rates range from $8.00 to $33.00 per month. o Garage Rates range from $60.00 to $88.00 per month and from $1.00 per half hour up to a maximum of $8.00 per day. REPORT OF THE PARKING CONSULTANT The Report of Desman Associates to the Department, dated March 25, 1992, which appears as Appendix B hereto, sets forth the historical operating results for Fiscal Years 1986 through 1991, inclusive, and the projected operating results for each of the five Fiscal Years from 1992 through 1996. The report of the parking Consultant should be read in its entirety, including the considerations and assumptions upon which it is based. Assumptions of Parking Consultant In the preparation of the forecast of future operations summarized in their report, the Parking Consultant has made certain assumptions with respect to conditions, events, and circumstances which may occur in the future. While the Parking Consultant believes such assumptions are reasonable and attainable for the purpose of forecasting the future operations of the Parking System, the actual results may differ from those forecast, as influenced by the conditions, events, and circumstances which may occur. The principal assumptions used in the forecast of future operations are as follows: 1. The revenues will decrease in 1992 compared to 1991. 2. From 1992 through 1996, the conditions will be nearly stable. 3. The revenues will increase at the rate of approximately one percent per year from 1992 through 1996 due to increased use and/or rate increases. 4. The 1992 operating expenses will be approximately as budgeted by the Department. 5. The operating expenses will increase at the rate of approximately two percent per year for the period 1992 through 1996. 22 I I O "3 NOV— 3-92 TUE 18:13 G3 P.57 HOIJ-03-1992 13: 1 T FROM '�PRNES , MCGHEE TO 130 5 '9339'?5114 P . 0S= Conclusions of Parking Consultant Based on their analysis, investigations, and the assumptions stated herein, the Parking Consultant is of the opinion that: 1. The forecast of revenues, operation and maintenance expenses, and debt service payments for the period Fiscal Year 1992 to Fiscal Year 1996 reasonably reflect the expected financial operations of the Department. 2. The projected financial operation of the Department will be in compliance with the covenants contained in the Ordinance with respect to rates for use of the Parking System and debt service coverage. 3. The Net Revenues of the Department wiII exceed that required by the Ordinance after issuance of the Series 1992E Bonds. The debt service coverage ratio is estimated to be 1.50 or more compared to the required 1.25. 4. The Parking Consultant does not know of any major facilities which are likely to be developed by the Department within the next five years. 5. While the Parking Consultant has not conducted a detailed review of the Department's forecast of routine annual capital expenditures, the firm has reviewed the overall level of routine capital expenditures over the Fiscal Year 1992 to Fiscal Year 1996 period and such level is considered reasonable and necessary to maintain the Parking System facilities in good working order. Summary Statement of Revenues and Expenses A summary of historical and projected financial operations of the Department as prepared by the Parking Consultant is presented below, along with a statement of forecast debt service coverage. The forecast of financial operations of the Department illustrate the ability to generate sufficient revenues to provide adequate debt service coverage and sufficient funds to support the Department's operations through Fiscal Year 1996. No adjustment to existing rates is indicated during the forecast period. Annual revenues are expected to be adequate to meet all financial requirements of the Department including routine capital expenditures for the Fiscal Year 1992 to Fiscal Year 1996 period. 'The actual revenues and expenses of the Department are consistent with the Parking Consultant's forecast of financial operations for Fiscal Year 1992 for the five -month period ended February 29, 1992. 23 11033 NOV- 3-92 TUE 18:14 G3 P.58 NC.!-03-1992 18:18 FROM 9ARNES}MCGHEE TO 114 P.059 Itern/Year Operating Revenues: Garage Revenue Lot Revenue On -Street Revenue Management Fees Other Total Operating Revenue Operating Expeneee: Salaries Repair 8c Maintenance Security Utilities Other Total Operating Expenses Rion -Operating Income: Interest income Oain (Loss) on Disposal of Property Total Other Income Net Revenue Available for Debt Service Debt Service; Sr. Lien Bonds Debt Service; Subordinated Debt Coverage Ratio (Sr.) Debt Coverage Ratio (Pot) Table 1 Miami Parking System Miami, Florida Statement of Revenues and Expense Years ended September 30 Amounts in $1,000 except ratios [to be completed] Actual Projected 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 24 NOV- 3-92 TUE 18:14 G3 P.59 HOV-a0-1992 19:18 FROM ?ARNES:.PI1=GHEE TO 9 J 998114 P . 060 RISK FACTORS Risk factors concerning the Parking System are discussed in "REPORT OF THE PARKING CONSULTANT" above, which summarizes certain assumptions and financial forecasts of the Parking Consultant. See also APPENDIX B "REPORT OF THE PARKING CONSULTANT," attached to this Official Statement, LITIGATION 1992D Bonds. There is no litigation pending that (i) seeks to restrain or enjoin the issuance or delivery of the 1992B Bonds or the proceedings or authority under which they are to be issued, (ii) contests the creation, organization, or existence of the City or of the Department, or (iii) in any manner questions the right of the City to receive or pledge the Net Revenues to repayment of the 1992E Bonds. General. The City experiences routine litigation and claims incidental to the conduct of its affairs. In the opinion of the City Attorney. there are no Iawsuits presently pending or threatened, the adverse outcome of which would impair the City's ability to perform its obligations to the Registered Owners of the 1992B Bonds. INDEPENDENT ACCOUNTANTS The financial statements of the City of Miami, Florida, Department of Off -Street Parking at September 30, 1990 and 1991 and for each of the two Fiscal Years in the period ended September 30, 1991, appended hereto (Appendix A) as part of this Official Statement, have been audited by Coopers & Lybrand, Certified Public Accountants, as set forth in their report dated December 20, 1991, which report is appended hereto. LEGALITY Legal matters incident to the issuance of the 1992E Bonds and with regard to the tax- exempt status of the interest on the 1992B Bonds (see "TAX EXEMPTION; INCOME TAX EFFECTS") are subject to the Iegal opinion of Fine Jacobson Schwartz Nash Block & England, Miami, Florida, and Law Offices of Manuel Alonso-Poch P.A., Miami, Florida, whose legal services as Co -Bond Counsel have been retained by the City. The signed legal opinion, dated and premised on law in effect as of the date of original delivery of the 1992E Bonds, will be delivered to the 'Underwriters at the time of original delivery, and the text of the opinion will be printed on the 1992B Bonds. The proposed text of the legal opinion is set forth as Appendix E to this Official Statement. The actual legal opinion to be delivered may vary from that text, if necessary, to reflect facts and law on the date of delivery. The opinion will speak only as of its date, and subsequent distribution of it by recirculation of the Official Statement or otherwise shall create no implication that Co -Bond Counsel has reviewed or expresses any opinion concerning any of the matters referenced in the opinion subsequent to its date. 25 NOV- 3-92 TUE 18:15 G3 P.60 18 : 19 FROM aRNES , MC:GHEE TO 130 _ 5 7 9339%114 P.061 Co -Bond Counsel will also opine on the date of issuance of the 1992B Bonds that the statements contained herein under the Sections captioned "DESCRIPTION OF THE 1992B BONDS" (other than the portion thereof captioned "Book -Entry Provisions"), "SECURITY FOR THE 1992B BONDS", and in "APPENDIX D - SUMMARY OF THE BOND ORDINANCE" to the extent such Sections purport to summarize portions of the Ordinance, constitute fair summaries of the portions of the Ordinance purported to be summarized therein, and the statements contained in the Section captioned "Tax Exemption; Income Tax Effects" are accurate. Except with respect to the foregoing matters, Co -Bond Counsel has not undertaken independently to verify, and therefore expresses no opinion as to, any of the information or statements contained in this Official Statement, or any exhibits, schedules, or attachments hereto. Certain legal matters will be passed on for the City by A. Quinn Jones, III, Esquire, City Attorney, Certain Iegal matters will be passed on by Barnes, McGhee, Neal, Poston & Segue, Co -Counsel to the Underwriters. TAX EXEMPTION; INCOME TAX EFFECTS In the opinion of Fine Jacobson Schwartz Nash Block &.England, Miami, Florida, and Law Offices of Manuel Alonso-Poch, P.A., Miami, Florida, Co -Bond Counsel, tinder existing law, the 1992B Bonds are exempt from present Florida intangible personal property taxes. Also, in the opinion of Co -Bond Counsel, under existing law, interest on the 1992E Bonds is excluded from gross income for federal income tax purposes. The opinion of Co -Bond Counsel is conditioned upon compliance by the City with covenants in the Ordinance to comply with certain arbitrage, rebate and other tax requirements contained in the Internal Revenue Code of 1986, as amended (the "Code"), to the extent necessary to preserve the exclusion of interest on the 1992E Bonds from gross income of the owners thereof for federal income tax purposes. If the City fails to comply with such covenants, interest on the 1992B Bonds could become includable in the gross income of the owners thereof for federal income tax purposes retroactive to the date of issuance. The 1992B Bonds maturing on October 1 in the years _ through , through and have been offered to the public at original issue discount (the "Discount 1992B Bonds"). The original issue discount is the excess of the stated redemption price at maturity of the Discount 1992B Bonds, so increased, over the aggregate initial offering price to the public (excluding underwriters and other intermediaries) at which price a substantial amount of each maturity of the Discount 1992B Bonds was sold. Under existing law, an appropriate portion of any original issue discount, depending in part on the period a Discount .19925 Bond is held by the purchaser thereof, will be treated for federal income tax purposes as interest which is excludable from gross income rather than as taxable gain. Under Section 1288 of the Code, original issue discount on tax-exempt bonds accrues on a compound basis. The amount of original issue discount that accrues to a holder of a Discount 1992B Bond who acquires the Discount 1992B Bond in this offering during any accrual period would generally equal (i) the issue price of such Discount 1992B Bond plus the amount of original issue discount accrued in all prior accrual periods, multiplied by (ii) the yield to maturity of such Discount 1992E Bond (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of accrual period), less (iii) any interest payable on such Discount 1992B Bond during such accrual period. The amount of original issue discount so accrued in a particular accrual period would be considered to be received ratably 26 11033 NOV— 3-92 TUE 1 S : 16 G3 F. 61 NOU-0_3-1992 19:20 FROM '�RNES,MCGHEE TO 130557933996114 P.06- on each day of the accrual period, would be excluded from gross income for federal income tax purposes and would increase the holder's tax basis in such Discount 1992R Bond. Proceeds from the sale, exchange, payment or redemption of a Discount 1992E Bond in excess of the holder's adjusted basis (as increased by the amount of original issue discount which has accrued and would be treated as tax-exempt interest in his hands) would be treated as gain from the sale or exchange of such Discount 1992B Bond and not as interest. The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of Discount 1992E Bonds which are not purchased in the initial offering at the initial offering price may be determined in a manner which differs from those described above. Owners of Discount 1992B Bonds should consult their own tax advisors with respect to the original issue discount consequences of owning Discount 1992B Bonds. An alternative minimum tax is imposed by the Code on corporations at a twenty percent (20%) rate and on taxpayers other than corporations at a twenty-four percent (24%) rate in taxable years beginning after December 31, 1990 (and at a twenty-one percent (21 %) rate in taxable years beginning before January 1, 1991). Interest on the 1992B Bonds will not be treated as an item of tax preference for purposes of the alternative minimum tax. Interest on the 1992B Bonds will therefore not be included alternative minimum taxable income of taxpayers other than corporations. Interest on the 1992B Bonds received by a corporate Bondholder will, however, be included in such Bondholder's adjusted current earnings, A corporation's alternative minimum taxable income will be increased by seventy-five percent (75 %) of the corporation's adjusted current earnings included in its alternative minimum taxable income. Reference is made to a proposed form of the opinion of Co -Bond Counsel attached hereto as Appendix E for the complete text thereof. Co -Bond Counsel have expressed no other opinion regarding other federal income tax consequences which may arise with respect to the 1992B Bonds. Other potential federal income tax consequences to Holders of the 1992B Bonds include the following: 1. Environmental Superfund Tax. Section 59A of the Code imposes for taxable years beginning before January 1, 1996, an additional tax on corporations at a rate of .12 percent on the excess over $2,000,000 of a corporation's "modified alternative minimum taxable income." Interest on the 1992B Bonds received by a corporation will be included in the determination of such Bondholder's "modified alternative minimum taxable income," 2. Financial Institutions and Property and Casualty Insurance Companies. Section 265 of the Code provides that a financial institution holding 1992B Bonds will be denied any deduction for its interest expense allocable to such 1992E Bonds. Under Section 832(b)(5)(13) of the Code, insurance companies subject to tax imposed by Section 831 of the Code (including property and casualty insurance companies) will be required to reduce the amount of their deductible underwriting losses by 15% of the amount of tax-exempt interest received from investments made after August 7, 1986, including investments in the 1992B Bonds. 3. Social Security and Railroad Retirement Beneflis. Under Section 86 of the Code, recipients of certain social security benefits and railroad retirement benefits may be required to 27 NOV- 3-92 TUE 18:17 G3 P.62 NOV-0^-1992 19:21 FROM aRNES,NCGHEE TO 13101-:7579_?998114 F.067. include a portion of such benefits within gross income by reason of receipt of interest on the 1992E Bonds. 4. S Corporations. Section 1375 of the Code imposes a tax on the income of an S corporation having Subchapter C earnings and profits at the close of a taxable year, if greater than twenty-five percent (25%) of the gross receipts of such S corporation is passive investment income. Interest on the 1992B Bonds will be included in an S corporation's passive investment income. 5. Foreign Corporation Branch Offices Tax. Section 884 of the Code imposes a branch profits on foreign corporations equal to 30 percent of the "dividend equivalent amount" for the taxable year. Interest on the 1992B Bonds would be taken into account in determining a foreign corporation's "dividend equivalent amount" to the extent such interest is effectively connected (or treated as effectively connected) with the foreign corporation's conduct of a trade or business within the United States. These and other provisions of the Code may give rise to adverse federal income tax consequences to particular Bondholders. Owners of the 1992B Bonds should consult their own tax advisors with respect to the tax consequences of owning 1992E Bonds. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Section 517.051, Florida Statutes, and the regulations promulgated thereunder (the "Disclosure Act") require that the City make a full and fair disclosure of any bonds or other debt obligations of such entity that have been in default as to principal or interest at any time after December 31, 1975 (including bonds or other debt obligations for which either has served only as a conduit issuer such as industrial development or private activity bonds issued on behalf of private businesses). The City is not and has not since December 31, 1975, been in default as to principal and interest on its bonds or other debt obligations. UNDERWRITING The Underwriters have agreed, subject to the proceedings authorizing the issuance of the 1992B Bonds and its Bond Purchase Agreement with the City, to purchase the 1992B Bonds from the City, at a price of $ (representing the aggregate principal amount less original issue discount and underwriters' discount), plus accrued interest from their date, for the purpose of resale. The Underwriters have furnished the information in this Official Statement pertaining to the public offering price. The public offering price of the 1992B Bonds may be changed from time to time by the Underwriters, and the Underwriters may allow a concession from the public offering price to certain dealers. None of the 1992B Bonds will be delivered by the City to the Underwriters unless all of the 1992B Bonds are so delivered. FINANCIAL ADVISOR Kidder, Peabody & Co. Inc., Miami, Florida, is acting as Financial Advisor to the City in connection with the issuance of the 1992B Bonds, 28 1033 NOV- 3-92 TUE 18:18 U3 P.63 NC10-0O-1992 18:29 FROM RARNES,MCGHEE TO 9'3998114 P.0 7 BOND RATINGS Moody's Investors Services, Inc., and Standard & Poor's Corporation anticipate assigning the 1992B Bonds the ratings of "_" and "_", respectively. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment circumstances so warrant. A downward change in or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the 1992B Bonds. An explanation of the significance of the ratings can be received from the rating agencies. MISCELLANEOUS The information in the foregoing pages is presented for the guidance of prospective purchasers of the 1992B Bonds described herein. The information has been compiled from official and other sources and, while not guaranteed by the City, is believed to be correct. Any statements in this Official Statement and the appendices attached hereto, involving matters of opinion or of estimates, whether or not so expressly stated, are intended as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The excerpts, summaries of or references to the Ordinance, other ordinances and resolutions and certain statutes and all other documents referred to in this Official Statement do not purport to be full and complete statements of all matters of fact relating to the 1992B Bonds, the security for and the source of repayment for the 1992B Bonds and the rights and obligations of the registered owners thereof, and such summaries and references are qualified in their entirety by reference to the Ordinance, each such ordinance, resolution, Iaw and document. Copies of such documents and statutes may be obtained from the Department, 190 Northeast Third Street, Miami, Florida 33132, Attention: Executive Director., Telephone Number (305) 373-6789; from Howard Gary & Company, 3050 Biscayne Boulevard, Suite 603, Miami, Florida 33137-4163, Telephone Number (305) 571-1380, and from Kidder, Peabody & Co. Incorporated, 1221 Brickell Avenue, Suite 1030, Miami, Florida 33131, Telephone Number (305) 539-0945. AUTHORIZATION OF AND CERTIFICATION CONCERNING OFFICIAL STATEMENT This Official Statement has been authorized by the City and the Department. Concurrently with the delivery of the 1992B Bonds, the undersigned will furnish their certificate to the effect that, to the best of their knowledge, this Official Statement did not as of its date, and does not as of the date of the delivery of the 1992B Bonds, contain any untrue statement of a material fact or omit to state a material fact which should be included therein for the purposes for which this Official Statement is to be used, or which is necessary in order to make the statements contained therein, in the light of the circumstances in which they were made, not misleading. At the time of delivery of the 1992B Bonds to the Underwriters, the City will provide to the Underwriters a 29 i1033 TOTAL P.007 NOV- 3-92 TUE 18:25 2129449212 P.07 NOV-071-1992 1S: 26 FROM 'gRHES, MCGHEE TO 1303�--.7933 92114 P.001 certificate (which may be included in a consolidated closing certificate of the City), signed by those City officials who signed this Official Statement, relating to the accuracy and completeness of this Official Statement and to its being a "final official statement" in the judgment of the City for purposes of SEC Rule 15c212(b)(3). THE CITY OF MIAMI, FLORIDA Xavier L. Suarez, Mayor Wilfredo Gort, Chairman, Off -Street Parking Hoard M. Clark Cook, Executive Director, Department of Off -Street Parking Harold J. Manasa, Chief Financial Officer, Department of Off -Street Parking 30 11033 NOV- 3-92 TUE 18:22 2129449212 R.01 r100-03-1992 13:26 FROM '�RNES,MCrHEE TO 1:;0557933998114 P.002, APPENDIX A AUDITED FINANCIAL STATEMENTS FOR THE FISCAL. YEARS ENDED SEPTEMBER 30. 1990 AND 1991 31 11033 NOV- 3-92 TUE 18:23 2129449212 P.02 NOU-03-1992 18: 27 FROM 'HRNES, f'li=.GHEE TO 1 05579 '3998114 F. C07 APPENDIX B REPORT OF THE PARKING CONSULTANT 32 11033 NOV- 3-92 TUE 18:23 2129449212 P.03 NOU-03-1992 18:27 FROM -�RHES,MCGHEE TO 130557933998114 P.0Cl4 APPENDIX C GENERAL INFORMATION CONCERNING T14E CITY OF MIAMI, FLORIDA 33 i1033 NOV- 3-92 TUE 18:24 2129449212 P.04 HOV-03-1992 18:23 FROM aRHES,MCGHEE TO 1?0=-1�79339991i4 F.003 SUMMARY OF THE BOND ORDINANCE 34 APPENDIX D 11033 NOV- 3-92 TUE 18:24 2129449212 P.05 HOV-03-1992 18:28 FROM )RNES,MCGHEE TO 13055793.3998114 F.00a FORM OF OPINION OF CO -BOND COUNSEL 35 APPENDIX E 11033 NOV- 3-92 TUE 18:25 2129449212 P.06 EXHIBIT "C" THIS ESCROW DEPOSIT AGREEMENT is dated , 1992, by and between THE CITY OF MIAMI, FLORIDA (the "City") and Sun Bank, National Association, Orlando, Florida, as Escrow Agent (the "Escrow Agent"); W I T N E S S E T H: WHEREAS, the City has previously authorized and issued obligations of the City as hereinafter set forth and defined as the "Refunded Obligations", as to which the Aggregate Debt Service (as hereinafter defined) is set forth on Schedule A; and WHEREAS, the City has determined to provide for payment of the Aggregate Debt Service of the Refunded Obligations by depositing with the Escrow Agent Federal Securities (as hereinafter defined) the principal of and interest on which will be at least equal to such sum; and WHEREAS, in order to obtain the funds needed for such purpose, the City has authorized and is, concurrently with the delivery of this Agreement, issuing its Parking System Revenue Refunding Bonds, Series 1992B in the aggregate principal amount of $ (the "Series 1992B Bonds"); and WHEREAS, the City has determined that the amount to be on deposit, from time to time, in the Escrow Account, as defined herein, will be sufficient to pay the Aggregate Debt Service; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the City and the Escrow Agent agree as follows: SECTION 1. DEFINITIONS. As used herein, the following terms mean: 1.1 "Aggregate Debt Service" means, as of any date, the sum of all present and future Annual Debt Service payments then remaining unpaid with respect to the Refunded Obligations. 1.2 "Agreement" means this Escrow Deposit Agreement. 1.3 "Annual Debt Service" means, in any year, the principal of, interest on and redemption premium, if any, for the Refunded Obligations coming due or being redeemed in such year as shown on Schedule A which is attached to this Agreement. 1.4 "Escrow Account" means the account established and held by the Escrow Agent pursuant to this Agreement in which a portion of the proceeds from the sale of the Series 1992B Bonds will be held for payment of the Refunded Obligations. 1.5 "Escrow Agent" means Sun Bank, National Association, Orlando, Florida. 1.6 "Escrow Deposit Requirement" means, as of any date of calculation, the principal amount of Federal Securities in the Escrow Account which, together with the interest due on the Federal Securities and any uninvested cash in the Escrow Account, will be sufficient to pay, as the installments thereof become due, the Aggregate Debt Service. 1.7 "Federal Securities" means direct obligations of the United States of America, Refcorp interest strips or securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, none of which permit redemption prior to maturity at the option of the obligor provided that the full faith and credit of the United States has been pledged to such obligations or securities. 1.8 "Paying Agent" shall mean 1.9 "Refunded Obligations" means the obligations of the City set forth on Schedule A attached hereto. SECTION 2. ESTABLISHMENT OF ESCROW FUND; DEPOSIT OF FUNDS. There is hereby created and established the Parking System Revenue Bonds, Series 1986 Escrow Account (the "Escrow Account") which shall be held by the Escrow Agent pursuant to this Agreement. The City hereby deposits $ with the Escrow Agent in immediately available funds, to be held in irrevocable escrow by the Escrow Agent and applied solely as provided in this Agreement. The City represents that all of such funds are derived by the City from moneys transferred from accounts held by the City with respect to the Refunded Obligations and a portion of the proceeds of the Series 1992B Bonds. The City represents that, based upon the opinion of independent certified public accountants, such funds, when applied pursuant to Section 3 below, will at least equal the Escrow Deposit Requirement as of the date hereof. SECTION 3. USE AND INVESTMENT OF FUNDS. The Escrow Agent acknowledges receipt of the sums described in Section 2 and agrees: 3.1 to immediately invest $ of such funds by the purchase of the Federal Securities described in Schedule B. -2- 11 0:33 3.2 to hold the proceeds of all investments in the Escrow Account in such Account from the date of receipt thereof to the dates on which such proceeds are scheduled to be paid out of the Escrow Account and applied only for the purposes of paying the Refunded Obligations; and 3.3 to hold the funds and securities in irrevocable escrow during the term of this Agreement. SECTION 4. PAYMENT OF REFUNDED OBLIGATIONS AND EXPENSES. 4.1 Refunded Obligations. On each interest payment date for the Refunded Obligations, the Escrow Agent shall pay to the Paying Agent for the Refunded Obligations, from the cash on hand in the Escrow Account, a sum sufficient to pay that portion of the Annual Debt Service coming due on such date, as shown in the attached Schedule A. 4.2 Surplus. On the date of redemption for the Refunded Bonds set forth on Schedule A, after making all payments from the Escrow Account described in Subsections 4.1, the Escrow Agent shall pay to the City remaining cash, if any, in the Escrow Account. The City shall apply payments made to it hereunder to the payment of the principal of and interest on the Series 1992B Bonds, but the Escrow Agent shall have no duty or responsibility to ensure that the City does so. 4.3 Priority of Payments. The holders of the Refunded Obligations shall have an express first lien on the funds and Federal Securities in the Escrow Account until such funds and Federal Securities are used and applied as provided in this Agreement. If the cash on hand in the Escrow Account is ever insufficient to make the payments required under Subsection 4.1, all of the payments required under Subsection 4.1 shall be made when due before any payments shall be made under Subsection 4.2. 4.4 Payments Due on Saturdays, Sundays and Holidays. If any payment date shall be a Saturday or Sunday, or at either the place of payment of the Refunded Obligations, or the office of the Escrow Agent, a legal holiday or a day on which banking institutions are authorized by law to close, then the Escrow Agent may make the payment required by Section 4.1 to the Paying Agent on the first business day following such Saturday, Sunday, legal holiday or day on which banking institutions are authorized by law to close. SECTION 5. REINVESTMENT. 5.1 Except as provided in Subsection 3.2 and in this Section, the Escrow Agent shall have no power or duty to invest any funds held under this Agreement or to sell, transfer or -3- otherwise dispose of or make substitutions of the Federal Securities held hereunder. 5.2 At the written request of the City and upon compliance with the conditions hereinafter stated, the Escrow Agent shall sell, transfer or otherwise dispose of or request the redemption of any of the Federal Securities held hereunder and shall either apply the proceeds thereof to the full discharge and satisfaction of the Refunded Obligations or substitute other Federal Securities for such Federal Securities. The City will not request the Escrow Agent to exercise any of the powers described in the preceding sentence in any manner which would cause any Series 1992B Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the Regulations thereunder. Any such transactions may be effected only if (i) an independent certified public accountant shall certify to the City and the Escrow Agent that the cash and principal amounts of Federal Securities remaining on hand after the transactions are completed, together with the interest due thereon, will be not less than the Escrow Deposit Requirement, and (ii) the City and the Escrow Agent shall receive an opinion from nationally recognized bond counsel or tax counsel to the effect that the transactions will not cause such Series 1992B Bonds or the Refunded Obligations to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the regulations thereunder in effect on the date of the transactions and applicable to obligations issued on such date. SECTION 6. REDEMPTION OF REFUNDED OBLIGATIONS. The City has authorized the redemption of the Refunded Obligations prior to their maturity thereof on October 1, 1996, as shown in Schedule A attached hereto. The Escrow Agent is hereby appointed agent of the City to give notices of such redemption of the Refunded Obligations at such times and in such manner as is provided in the Resolution adopted on , 1992 and attached hereto as Exhibit "A". Such notices shall be in substantially the form set forth as an exhibit to said Resolution. SECTION 7. RESPONSIBILITIES OF ESCROW AGENT. The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the establishment of the Escrow Account, the retention of the Federal Securities or the proceeds thereof or any payment, transfer or other application of money or securities by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any non -negligent act, non -negligent omission or non -negligent error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow Agent shall, however, be liable to the City for its negligent or willful acts, omissions or errors which violate or fail to comply -4- ii033 with the terms of this Agreement. The duties and obligations of the Escrow Agent shall be determined solely by the provisions of this Agreement. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering or omitting any action under this Agreement, such matter may be deemed to be conclusively established by a certificate signed by the Finance Director of the City. SECTION 8. RESIGNATION OF ESCROW AGENT. The Escrow Agent may resign and thereby become discharged from the duties and obligations hereby created, by notice in writing given to the City and published by the City once in a daily newspaper of general circulation or a financial journal circulated in the Borough of Manhattan, City and State of New York, not less than sixty (60) days before such resignation shall take effect. Such resignation shall take effect immediately upon the appointment of a new Escrow Agent hereunder, if such new Escrow Agent shall be appointed before the time limited by such notice and shall then accept the duties and obligations thereof. If the Refunded Obligations are outstanding in fully registered form, and the Escrow Agent is able to obtain from the Bond Registrar for the Refunded Obligations, a complete list of the holders thereof and their addresses, the Escrow Agent shall mail the notice of resignation, within the time required, to the holders of the Refunded Obligations in lieu of publication of such notice. SECTION 9. REMOVAL OF ESCROW AGENT. 9.1 The Escrow Agent may be removed at any time by an instrument or concurrent instruments in writing, executed by the holders of not less than fifty-one per centum (51%) in aggregate principal amount of the Refunded Obligations then outstanding, such instruments to be filed with the City and published once by the City in a daily newspaper of general circulation or a financial journal and/or of general circulation in the Borough of Manhattan, City and State of New York, not less than sixty (60) days before such removal is to take effect as stated in such instrument or instruments. A photocopy of any instrument filed with the City under the provisions of this paragraph shall be delivered by the City to the Escrow Agent. If the Refunded Obligations are outstanding in fully registered form, notice of removal of the Escrow Agent within the time required may be mailed, to the holders of the Refunded Obligations at their addresses in lieu of publication of such notice. 9.2 The Escrow Agent may also be removed at any time for any breach of trust or for acting or proceeding in violation of, or for failing to act or proceed in accordance with, any provisions of this Agreement with respect to the duties and obligations of the Escrow Agent by any court of competent jurisdiction upon the application of the City or the holders of Q•15 t1013 not less than five per centum (5%) in aggregate principal amount of the Refunded Obligations then outstanding. SECTION 10. SUCCESSOR ESCROW AGENT. 10.1 If at any time hereafter the Escrow Agent shall resign, be removed, be dissolved or otherwise become incapable of acting, or shall be taken over by any governmental official, agency, department or board, the position of Escrow Agent shall thereupon become vacant. If the position of Escrow Agent shall become vacant for any of.the foregoing reasons or for any other reason, the City shall appoint an Escrow Agent to fill such vacancy. The City shall publish notice of any such appointment once in each week for two (2) successive weeks in a daily newspaper of general circulation or a financial journal published and/or of general circulation in the Borough of Manhattan, City and State of New York. If the Refunded Obligations are outstanding in fully registered form, and the City is able to obtain from the Bond Registrar for the Refunded Obligations, a complete list of the holders thereof and their addresses, the City shall mail the notice of resignation, within the time required, to the holders of the Refunded Obligations in lieu of publication of such notice. 10.2 At any time within sixty (60) days after such vacancy shall have occurred, the holders of a majority in principal amount of the Refunded Obligations then outstanding, by an instrument or concurrent instruments in writing, executed by all such holders and filed with the Board, may appoint a successor Escrow Agent, which shall supersede any Escrow Agent heretofore appointed by the City. Photocopies of each such instrument shall be delivered promptly by the City, to the predecessor Escrow Agent and to the Escrow Agent so appointed by the holders. 10.3 If no appointment of a successor Escrow Agent shall be made pursuant to the foregoing provisions of this section within sixty (60) days after written notice of resignation of the Escrow Agent has been given to the City, the holder of any Refunded Obligations then outstanding, or any retiring Escrow Agent may apply to any court of competent jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Escrow Agent. SECTION 11. TERM. This Agreement shall commence upon its execution and delivery and shall terminate when the Refunded Obligations have been paid and discharged in accordance with the proceedings authorizing the Refunded Obligations. SECTION 12. SEVERABILITY. If any one or more of the covenants or agreements provided in this Agreement on the part of the City or the Escrow Agent to be performed should be determined MM 11033 by a court of competent jurisdiction to be contrary to law, such covenant or agreements herein contained shall be null and void and shall be severed from the remaining covenants and agreements and shall in no way affect the validity of the remaining provisions of this Agreement. SECTION 13. AMENDMENTS. This Agreement is made for the benefit of the City and the holders from time to time of the Refunded Obligations and it shall not be repealed, revoked, altered or amended without the written consent of all such holders, the Escrow Agent and the City; provided, however, that the City and the Escrow Agent notice to, such holders, enter to this Agreement as shall not such holders and as shall not b provisions of this Agreement, following purposes: may, without the consent of, or into such agreements supplemental adversely affect the rights of e inconsistent with the terms and for any one or more of the 13.1 to cure any ambiguity or formal defect or omission in this Agreement; 13.2 to grant to, or confer upon, the Escrow Agent for the benefit of the holders of the Refunded Obligations, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Escrow Agent; and 13.3 to subject additional funds, securities or properties to this Agreement. The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of nationally recognized attorneys on the subject of municipal bonds with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the holders of the Refunded Obligations, or that any instrument executed hereunder complies with the conditions and provisions of this Section. SECTION 14. COUNTERPARTS. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as duplicate originals and shall constitute and be one and the same instrument. SECTION 15. GOVERNING LAW. This Agreement shall be construed under the laws of the State of Florida. -7- 11033 IN WITNESS WHEREOF, the parties hereto have caused this Escrow Deposit Agreement to be executed by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of the date first above written. [SEAL] ATTEST: Clerk ATTEST: CP:147CP0862G THE CITY OF MIAMI, FLORIDA Bv: Its: City Manager By:_ Its: NO 11033 SCHEDULE A TO ESCROW DEPOSIT AGREEMENT The Refunded Obligations are the outstanding: Debt Service for the Refunded Obligations, taking into account their early redemption, is set forth below: 11033 SCHEDULE B The Federal Securities and cash flow are as follows: 11033 EXHIBIT "A" CP:147CP0862G 11013 NOTICE OF REDEMPTION THE CITY OF MIAMI, FLORIDA PARKING SYSTEM REVENUE BONDS SERIES 1986 Dated: , 1986 NOTICE IS HEREBY GIVEN, for and on behalf of The City of Miami, Florida, that its outstanding Parking System Revenue Bonds, Series 1986, dated 1986, numbered , which mature on in the year , assigned CUSIP numbers (the "Series 1986 Bonds") have been called for redemption on November 1, 1997, at the redemption price of par, together with the interest accrued thereon to the date fixed for redemption, plus a premium of per centum ( %) of the par value thereof, and will be redeemed on Payment of the redemption price, plus accrued interest on the principal amount thereof, of such Refunded Bonds, will be made on of Series 1986 Bonds, Series 1986 Bonds redemption date. the redemption date, at the office , the paying agents for the upon surrender thereof. Interest on the will cease to accrue from and after such Under the provisions of the Interest and Dividend Tax Compliance Act of 1983, all holders submitting their bonds for redemption must submit a W-9 (Certificate of Taxpayer Identification Number) in order to avoid 20% backup withholding required under the above act. DATED this day of 19 By: for and on behalf of The City of Miami, Florida (The foregoing notice is to be published at least once at least days but not more than days prior to the redemption date in a daily newspaper of general circulation in Dade County, Florida and in a financial paper published in New York, New York, and by mailing a copy of the redemption notice by first class mail (postage prepaid) not more than days and not less than days prior to the date fixed for redemption to the Owners of any registered owners of such Bonds at the addresses shown on the registration books of the registrar for such Bonds.] 11033 CP:147CP0863G 2 TO: Honorable Mayor and Members of the City Commission City of Miami ���� FROM: Clark Cook Executive Director Miami Parking System DATE: October 16, 1992 SUBJECT: Ordinance to Re -finance Parking Revenue Bonds In order to replace various long-term fixed and variable rate obligations, with long-term fixed rate obligations at the current favorable interest rates, the Department of Off -Street Parking is requesting the City Commission's approval of the following resolution at the November 12, 1992 meeting: "An Ordinance, with attachments, authorizing the issuance of Parking System Revenue Bonds of the City of Miami, Florida under Ordinance No. 10115 enacted on June 26, 1986, in an aggregated principal amount not to exceed $20,000,000, in one or more series, for the purpose of refunding the City's $16,275,000 Parking System Revenue Bond, Series 1986 and the City's $2,000,000 Subordinated Parking System Revenue Bonds, Series, 1986; providing for the payment of the principal and the interest on such bonds from net revenues derived by the Department of Off -Street Parking of the City of Miami, Florida from its Parking System and certain investment income; providing for the issuance of said bonds on a parity with the City's Parking System Revenue Bonds, Series 1992A; awarding the sale of said bonds on a negotiated basis; authorizing the City Manager or Assistant City Manager to approve final principal amounts, maturities, interest rates, redemption provisions, and amortization requirements, if any; approving the form of and authorizing the modification and execution of a Bond Purchase Agreement relating to said bonds; approving the form of a preliminary draft preliminary Official Statement pertaining to said bonds and authorizing the approval and delivery of a final Official Statement; approving the form of and authorizing the modification and execution of an escrow deposit agreement and designating an escrow agent thereunder; designating a bond registrar, authenticating agent and paying agent for said bonds; authorizing certain officials of the City to execute any documents required in connection therewith; authorizing certain officials and employees of the City to take any actions required in connection with the issuance of said bonds and the refunding of bonds to be refunded with the proceeds thereof; and providing an effective date." 11033 2 -( Honorable Mayor and Members of the City Commission RE: Ordinance to Re -finance Parking Revenue Bonds October 16, 1992 These Parking Revenue Bonds are not General Obligations of the City of Miami, but are backed solely by the revenues of the Department of Off -Street Parking. Please contact me if you should have any questions. HJM:ns:hm1O1692/3-4 cc: Cesar Odio A. Quinn Jones, III Rafael Diaz Harold J. Manasa Richard Montalbano Howard Gary Gerald Hefferman J)r 11033 MIAMI REVIEW Published Daily except Saturday, Sunday and Legal Holidays Miami, Dade County, Florida. STATE OF FLORIDA COUNTY OF DADE: Before the undersigned authority personally appeared Octelma V. Ferbeyre, who on oath says that she is the Super. visor, Legal Notices of the Miami Review, a daily (except Saturday, Sunday and Legal Holidays) newspaper, published at Miami in Dade County, Florida; that the attached copy of advertisement, being a Legal Advertisement of Notice in the matter of CITY OF MIAMI ORDINANCE NO. 11033 In the ......... X. X. X ........................ Court, was published in said newspaper in the issues of January 25, 1993 Affiant further says that the said Miami Review is a newspaper published at Miami in said Dade County, Florida, and that the said newspaper has heretofore been continuously published in said Dade County, Florida, each day (except Saturday, Sunday and Legal Holidays) and has been entered as second class mail matter at the post office in Miami in said Dade County, Florida, for a period of one year next preceding the first publication of the attached cop of advertisement; and affiant further says that she has no pa nor promised any person, or corporatio�5:r nt, re ate, commission or re nd for the purposethis dvertisement for pu catipn'y2 the said ne Sworn to and subscribed before me this 25th yof January( 93 ......... A.D. 19....... F IAL OTARY SEAL c_ .... .. �'s. E: PENA .... (SEAL) \ NOTARY PUBLIC STATE OF FLORIDA Octelma V. Ferbeyre p s�SSI 0. CC 172108 EXP. JAN.6,1996 effy OF MAIM A' All Interssted persons will take notice that an tM 14th day of Jimmy, *W the City Comm"M of Miami, Fiori ft adopted the foilowMtp titled ondkwiatee: ORDINAME NO.IWU AN ORDINANCE, WITH ATTACHMENTS._ AUTMORiliNQ THE ISSUANCE OF PAWNQ SYSTEM REVUdE BONGS " OF THE CITY OF MMMI, FLORIDA UNDER.ORDiNANW KO. 10115 ENACTED Ok JUNfE 2S;'141116, IN AND,,' AGGREGATE6 PRINCIPAL AMOUNT NOT TOIXCEED $20, MM 9V ONE OR#ADFk_ FOR THE Pll0_ 'CBS OF ]REFUNDING THE C`iill'6 S1a,2y5,000 SYS• TEM nevENUA.BONISS. SERIES ism AND THE CItY'S 4000,000 SUWRDINATED P#j"UNG SYSTEM REVENUE . BONDS, SERIES 19116; PROVIDMKA FOR TILE PAYMENT OF THE PRINCIPAL ANG,THE INTEREST ON SUCH BONDS FROM NET REV#NUES DN WfZ BY THE DEPARTMENT OF OFFSTREET PMMO. OF TIHE,40 Y OF MIAMI, FLORIDA FROM ITS PAAKNiti SYSTEM AND !CERTAIN SNVE mtut INCOME; PRQ111om FOR THE ISSUANCE OF SAID BONDS ON. A PARITY WITH T44E CM-S PARMQ SYSTEM REVINUE Bt*DB,- 8040 1002A; AtiMARDING THE SALE OF. $Alb,,WNft ON A NEGO1' UD BASS; AUTHORUR4.041E CWY MANAGER OR ASSISTANT CITY MIANAQL%'f.1tPPT#OVE FIINAL PRINCIPAL. AMOUNTS, MAT#NNfiIIS, �' flJtTFEi, REOEMPYION PROVISI0141 AUD-I'AMORTIZATIOII. RE4lgEtEIf1ENTS, IF ANY; ApOod as YK Isom OF AND OF A AUTO THE FfflAT10ftAI40 >DIIEM TO SAID Bt NNDB; A `f0 AREIrIMIINARY DRAFT PRELIMINARY-OPIFICIAIL STATE- MRiNT PWAIIOM TO SAID **M *0 THE APPROVAL AND DEIVERY OF A FMIAL OFFIEmAL STAT IY; APPROVING THE POWW AND AUT+1OR­ IZIM THE #AODIFICiATIOtNI AND Q OLMON OF AN EBGROW DSROSIT AGREEVANT A DEINBNATNiD AN ESCROW AGENTTHE MMIDER; DEMONAT" A BOND RE(i18711RAN AUTHENTICATING AGENT AND PAYING AGENTFOR SAID WNW AUTHORIZING CERTAIN OFFICIALS OF THE CITY TO EXBI:IITE ANY DOCUMENTS R6QUM IN CONNEXION THEREWIft AUTHOFAZIING CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE ANY ACTIONS REaumm, IN Cdoolls mm WITH THE ISSUANCE OF SNO BONDS AND THE REFUNDING OF BONDS TO BE REFUNDED WITH THE PROCEEDS THEREOF;, AND PROVIDING AN fFFFSCTPM DATE. Said ordinance rney be inspected by the pubIR: at the Office of Ste City Clerk, 35W Pan Arnerlm Drive, Milano, Florida, Monday through.Frlday, excluding holidays, between the hags of &W a.m. and 5:00: pm. MATTY HIRAI CITY CLERK MIAMI, FLORIDA 1 1125 Z9B4M . IV n o , Iv ..i W 2 TO: Honorable Mayor and Members of the City Commission City of Miami FROM: Clark Cook Executive Director Miami Parking System DATE: October 16, 1992 SUBJECT: Ordinance to Re -finance Parking Revenue Bonds In order to replace various long-term fixed and variable rate obligations, with long-term fixed rate obligations at the current favorable interest rates, the Department of Off -Street Parking is requesting the City Commission's approval of the following resolution at the November 12, 1992 meeting: "An Ordinance, with attachments, authorizing the issuance of Parking System Revenue Bonds of the City of Miami, Florida under Ordinance No. 10115 enacted on June 26, 1986, in an aggregated principal amount not to exceed $20,000,000, in one or more series, for the purpose of refunding the City's $16,275,000 Parking System Revenue Bond, Series 1986 and the City's $2,000,000 Subordinated Parking System Revenue Bonds, Series, 1986; providing for the payment of the principal and the interest on such bonds from net revenues derived by the Department of Off -Street Parking of the City of Miami, Florida from its Parking System and certain investment income; providing for the issuance of said bonds on a parity with the City's Parking System Revenue Bonds, Series 1992A; awarding the sale of said bonds on a negotiated basis; authorizing the City Manager or Assistant City Manager to approve final principal amounts, maturities, interest rates, redemption provisions, and amortization requirements, if any; approving the form of and authorizing the modification and execution of a Bond Purchase Agreement relating to said bonds; approving the form of a preliminary draft preliminary Official Statement pertaining to said bonds and authorizing the approval and delivery of a final Official Statement; approving the form of and authorizing the modification and execution of an escrow deposit agreement and designating an escrow agent thereunder; designating a bond registrar, authenticating agent and paying agent for said bonds; authorizing certain officials of the City to execute any documents required in connection therewith; authorizing certain officials and employees of the City to take any actions required in connection with the issuance of said bonds and the refunding of bonds to be refunded with the proceeds thereof; and providing an effective date." 11033 2( Honorable Mayor and Members of the City Commission RE: Ordinance to Re -finance Parking Revenue Bonds October 16, 1992 These Parking Revenue Bonds are not General Obligations of the City of Miami, but are backed solely by the revenues of the Department of Off -Street Parking. Please contact me if you should have any questions. HJM:ns:hm101692/3-4 cc: Cesar Odio A. Quinn Jones, III Rafael Diaz Harold J. Manasa Richard Montalbano Howard Gary Gerald Hefferman 11033