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HomeMy WebLinkAboutR-92-0100J 92-99 2/6/92 RESOLUTION NO. A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI, WITH ATTACHMENTS, PROVIDING FOR THE ISSUANCE OF THE CITY'S PARKING SYSTEM REVENUE BONDS, SERIES 1992A) IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $5,500,000 FOR THE PURPOSE OF REFUNDING THE CITY'S SUBORDINATED PARKING SYSTEM REVENUE BONDS, SERIES 1990 AND THE CITY'S OBLIGATIONS UNDER A PARTICIPATION AGREEMENT WITH THE FIRST MUNICIPAL LOAN COUNCIL AND THE ISSUANCE OF THE CITY'S PARKING SYSTEM REVENUE BONDS, SERIES 1992B, IN THE AGGREGATE PRINCIPAL AMOUNT OF $2,000,000 FOR THE PURPOSE OF REFUNDING THE CITY'S SUBORDINATED PARKING SYSTEM REVENUE BONDS, SERIES 1986; PROVIDING FOR THE ISSUANCE OF SAID BONDS AS ADDITIONAL BONDS ON A PARITY WITH THE CITY'S PARKING SYSTEM REVENUE BONDS, SERIES 1986; FINDING THAT THE REQUIREMENTS FOR THE ISSUANCE OF ADDITIONAL BONDS WILL BE SATISFIED PRIOR TO THE ISSUANCE OF SAID BONDS; PROVIDING THE FORM OF SAID BONDS; AWARDING THE SALE OF SAID SERIES 1992A BONDS TO HOWARD GARY & CO., FIRST EQUITY CORPORATION OF FLORIDA, AMERISECURITIES CAPITAL CORP., ARGYLE SECURITIES, AND GUZMAN & COMPANY ON A NEGOTIATED BASIS; APPROVING THE SALE OF SAID SERIES 1992B BONDS TO NORTHERN TRUST BANK OF FLORIDA, N.A., AS TRUSTEE IN A PRIVATE PLACEMENT; ESTABLISHING CRITERIA FOR DETERMINING THE INTEREST RATES, MATURITIES, AND REDEMPTION PROVISIONS FOR SAID SERIES 1992A AND SERIES 1992B BONDS; 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 SERIES 1992A BONDS; APPROVING THE FORM OF AND AUTHORIZING THE MODIFICATION AND EXECUTION OF A PRIVATE PLACEMENT AGREEMENT RELATING TO SAID SERIES 1992B BONDS; APPROVING THE FORM OF A DRAFT PRELIMINARY OFFICIAL STATEMENT PERTAINING TO SAID SERIES 1992A 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 THE TRUSTEE, BOND REGISTRAR, AUTHENTJCAT.IRC--.--&GENT -AND.,-PA.YZIJG AGENT r4��' cv C? "�l m 5 U s FOR SAID BONDS; AUTHORIZING CERTAIN OFFICIALS OF THE CITY TO EXECUTE ANY DOCUMENTS OR 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 particularly 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 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 "Senior Bonds"), of which $14,440,000 in principal amount is presently outstanding; and WHEREAS, Section 209 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 financing the cost of Additional System Facilities, as such term is defined in the General Ordinance, subject to the conditions set forth in said Section 209; 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 11, 1986, the City issued its $2,000,000 Subordinated Parking System Bonds, Series 1986 (the 111986 Subordinated Bonds"), which constitute Subordinated Debt under the General Ordinance and of which $2,000,000 in principal amount presently remain outstanding; and 2 i I it) 0 0 4) WHEREAS, pursuant to Resolution No. 89-461, adopted by the City on May 11, 1989, and Ordinance No. 10632, enacted on September 14, 1989, the City entered into a Participation Agreement dated August 28, 1989 (the "Participation Agreement") with the First Municipal Loan Council (the "Council"), whereby the City borrowed $1,065,000 from the Council (the "Council Loan"), which borrowing constitutes Subordinated Debt under the General Ordinance; and WHEREAS, pursuant to Ordinance No. 10722 of the City, enacted on April 12, 1990 (the 111990 Ordinance"), the City issued its $3,000,000 Subordinated Parking System Revenue Bonds, Series 1990 (the 111990 Subordinated Bonds"), to refund the City's Subordinated Parking System Revenue Bonds, Series 1988 and Second 1988 Series, and the 1990 Subordinated Bonds constitute Subordinated Debt under the General Ordinance; and WHEREAS, on January 9, 1992, of the City enacted Ordinance No Ordinance") authorizing the issuance $7,500,000 of Parking System Revenue Bonds under the General Ordinance refunding the 1986 Subordinated Bonds, the 1990 Subordinated Bonds; and the City Commission 10941 (the "Bond of not to exceed Bonds as Additional for the purpose of the Council Loan, and WHEREAS, it is in the best interest of the City to refund the City's outstanding 1990 Subordinated Bonds and the Council Loan, and to issue its Parking System Revenue Bonds, Series 1992A (the "Series 1992A Bonds") as Additional Bonds under the General Ordinance payable on a parity with the Senior Bonds in an aggregate principal amount not to exceed $5,500,000 in order to do so; and WHEREAS, it is in the best interest of the City to refund the City's outstanding 1986 Subordinated Bonds and to issue its Parking System Revenue Bonds, Series 1992B (the Series 1992B Bonds"), as Additional Bonds under the General Ordinance payable on a parity with the Senior Bonds in the aggregate principal amount of $2,000,000 in order to do so; and WHEREAS, Howard Gary & Co., First Equity Corporation of Florida, AmeriSecurities Capital Corp., Argyle Securities, and Guzman & Company (collectively, the "Underwriters") have indicated a desire to offer to purchase the Series 1992A Bonds by negotiated sale pursuant to a Bond Purchase Agreement between the City and the Underwriters in substantially the form attached hereto as Exhibit "A" (the "Bond Purchase Agreement"); and 3 ) WHEREAS, the City desires to approve the form of a draft Preliminary Official Statement regarding the Series 1992A Bonds, a copy of which is attached hereto as Exhibit "B" and the use of a Preliminary Official Statement in substantially such form in connection with the marketing of the Series 1992A Bonds; and WHEREAS, Northern Trust Bank of Florida, N.A., as trustee, the owner of the 1986 Subordinated Bonds (the "Original Purchaser"), has agreed to accept the Series 1992B Bonds as full payment of the principal of the 1986 Subordinated Bonds pursuant to a Private Placement Agreement between the City and the Original Purchaser in substantially the form attached hereto as Exhibit "C" (the "Private Placement Agreement"); and WHEREAS, the City desires to appoint Sun Bank, National Association, Orlando, Florida, as Trustee, Authenticating Agent, Paying Agent and Bond Registrar (the "Trustee") with respect to the Series 1992A Bonds and the Series 1992B Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA, SECTION 1. Authority. This Resolution is adopted 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; the Bond Ordinance; and other applicable provisions of law. SECTION 2. Definitions. All terms used herein in capitalized form that are defined in the Bond Ordinance shall have the same meanings as are ascribed to those terms in Section 2 of the Bond Ordinance, unless a different or additional meaning is given to those terms herein. All terms defined in the preamble to this Resolution shall have the meanings ascribed thereto in said preamble. Words of masculine gender include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include corpora- tions and associations, including public bodies, as well as natural persons. SECTION 3. Findings. determined and declared that: 4 It is hereby ascertained, A. The City has heretofore enacted the Bond Ordinance pursuant to which the issuance of not to exceed $7,500,000 in aggregate principal amount of its Parking System Revenue Bonds, Series 1992 (collectively referred to as the "Series 1992 Bonds") was authorized. B. The City has heretofore determined that it is in the best interest of the City to sell the Series 1992 Bonds at a negotiated sale or by a private placement or in part at a negotiated sale and in part by private. placement. Because of the different purposes for the issuance of the Series 1992 Bonds, it is in the best interest of the City to issue the Series 1992 Bonds in two series as the Series 1992A Bonds and the Series 1992B Bonds. C. The City is not in default in performing any of the covenants and obligations assumed by it under the General Ordinance or the Bond 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. D. Each of the 1986 Subordinated Bonds, the Council Loan and the 1990 Subordinated Bonds was issued for a purpose for which Additional Bonds may be issued under the General Ordinance. E. Neither the Series 1992A Bonds nor the Series 1992B Bonds will be issued unless the requirements of Section 209 of the General Ordinance are satisfied on or prior to the issuance thereof and upon issuance in accordance with the terms hereof and of the General Ordinance and Bond Ordinance, the Series 1992A Bonds and the Series 1992B Bonds will constitute Additional Bonds under the General Ordinance entitled to all the security and benefits thereof. F. The Underwriters and the Trustee have provided or will prior to the issuance and delivery of the Series 1992A Bonds provide the City with sworn statements regarding public entity crimes containing the information required by Section 287.133(3)(a), Florida Statutes. G. The Underwriters will, prior to the execution of the Bond Purchase Agreement, provide the City with a disclosure statement regarding the Series 1992A Bonds containing the information required by Section 218.385(6), Florida Statutes, and no further disclosure is requested by the City. 9 H. There is no underwriter for the Series 1992B Bonds. The City is receiving advice with respect to the Series 1992B Bonds from the Department's financial advisor, Kidder, Peabody & Co. (the "Financial Advisor"). Prior to the execution of the Private Placement Agreement, the Financial Advisor will provide the City with a disclosure statement regarding the Series 1992B Bonds containing the information required by Section 218.385(6), Florida Statutes, and no further disclosure is requested by the City. I. All other findings and determinations set forth in Section 4 of the Bond Ordinance are hereby readopted and incorporated by reference herein, and shall be equally applicable to the Series 1992A Bonds and Series 1992B Bonds. SECTION 4. Terms and Form of the Series 1992A Bonds and the Series 1992B Bonds. A. The Series 1992A Bonds shall be issued in an aggregate principal amount not to exceed $5,500,000, shall be dated March 1, 1992, shall bear interest from such date, payable semiannually on the first day of April and the first day of October of each year. The Series 1992A Bonds shall be issued as fully registered bonds in the denomination of $5,000 each or any integral multiple thereof. B. The Series 1992B Bonds shall be issued in the aggregate principal amount of $2,000,000, shall be dated the date of issuance thereof, shall bear interest from such date, payable semiannually on the first day of April and the first day of October of each year. The Series 1992B Bonds shall be issued as fully registered bonds in the denomination of $5,000 each or any integral multiple thereof. The Series 1992B Bonds shall not be subject to redemption prior to maturity. C. 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 1992A Bonds to the Underwriters and to sell the Series 1992B Bonds to the Original Purchaser and to fix and determine the final principal amount, interest rates, first interest payment dates, maturities, redemption provisions, amortization requirements, and other details of the Series 1992A Bonds and the Series 1992B Bonds. Subject to the limitations set forth below, the City Manager or Assistant City Manager shall fix and determine such matters so as to provide the C. a lowest overall borrowing cost then reasonably available to the City. (i) The interest rate for each maturity of the Series 1992A Bonds and the Series 1992B 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 1992A Bonds and Series 1992B Bonds exceed the lesser of (i) 8% per annum, or (ii) the maximum rate of interest permitted by law. (ii) The Series 1992A Bonds and Series 1992B Bonds shall be issued as serial or term bonds in aggregate principal amounts, and shall mature on October 1 in the years (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 1992A Bonds 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 prior to the issuance of the 1992 Bonds; provided, however, that: (a) in no event shall the redemption premiums on any Series 1992A Bond exceed three percent (3%) of the principal amount thereof, and (b) in no event shall the period during which any Series 1992A 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 City Manager shall determine and approve all details and provisions of the Series 1992A Bonds and Series 1992E Bonds not set forth or provided for herein or in the Bond Ordinance or General Ordinance, which details and provisions shall not be inconsistent herewith or with the Bond Ordinance or General Ordinance. D. The Series 1992B Bonds shall not be transferable by the Original Purchaser, except by will or by the laws of descent and distribution. The restriction on transferability of the Series 1992B Bonds shall apply only to the Original Purchaser and shall not apply to any subsequent owner of any Series 1992B Bond. The form of the Series 1992B Bonds shall contain the restriction on transferability described herein. E. The Series 1992A Bonds and the Series 1992B Bonds shall be issued in substantially the form set forth in Section 203 of the General Ordinance. 7 0 6 F. Interest: on the Series 1992A Bonds and the Series 1992B Bonds shall be paid by check or draft mailed to the registered owners of the Series 1992A Bonds and the Series 1992B Bonds 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 such Bond subsequent to such date and prior to such interest payment date. G. Any notice of redemption with respect to the Series 1992 Bonds shall be mailed by the Trustee in accordance with the provisions of Section 304 of the General Ordinance to all Holders of Series 1992 Bonds to be redeemed, in whole or in part, at their addresses as they appear on the registration books maintained by the Trustee as Bond Registrar 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 1992 Bond after the mailing of notice calling such Series 1992 Bond or portion thereof for redemption has been given as provided in the General Ordinance and this Resolution. H. In addition to the requirements of the General Ordinance relating to notice of redemption, each notice of redemption and payment of the redemption price relating to the Series 1992 Bonds shall meet the requirements set forth in (i), (ii) and (iii) below; provided, however, that notwithstanding any other provision of this Resolution 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) days before the redemption date by registered or certified mail or overnight delivery service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Series 1992 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 notices of redemption of obligations such as the Series 1992 Bonds. L (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 Series 1992 Bonds, in some other financial newspaper or journal which regularly carries notices of redemption of other obligations similar to the Series 1992 Bonds, such publication to be made at least thirty (30) days prior to the date fixed for redemption. (iii) Upon the payment of the redemption price of Series 1992 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 Series 1992 Bonds being redeemed with the proceeds of such check or other transfer. SECTION 5. Application of Series 1992A 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 1992A Bonds, the proceeds from the sale of the Series 1992A Bonds, including accrued interest, shall be applied by the City as follows: (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 1992A Bonds. (B) (i) An amount equal to the outstanding principal amount of the 1990 Subordinated Bonds, $3,000,000, shall be transferred to Sun Bank/Miami, N.A., the owner of the 1990 Subordinated Bonds, as full payment of said principal amount. (ii) An amount - principal amount of the Council transferred to the Florida League of said principal amount. equal to the outstanding Loan, $1,065,000, shall be of Cities as full payment (iii) The accrued interest on the 1990 Subordinated Bonds and the Council Loan shall be paid on the same date as the respective principal payments described in (i) and (ii) above from available funds of the City. (iv) Upon the payments of principal and interest on the 1990 Subordinated Bonds and the Council Loan described in (i), (ii) and (iii) above, the obligations of the City under the 1990 Subordinated Bonds and the Council Loan shall be fully discharged. 9 (C) An amount equal to the costs of issuance of the Series 1992A Bonds and the Series 1992B 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 1992A Bonds and the Series 1992B Bonds, including, but not limited to, financial advisory, accounting and legal fees, Parking Consultant fees, rating agency fees, printing costs, bond insurance premiums, initial Trustee, Paying Agent and Escrow Agent fees, and expenses related to the foregoing and any other miscellaneous expenses of issuing the Series 1992A Bonds and the Series 1992B Bonds. (D) 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, including without limitation the Series 1992 Bonds, 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 1992A Bonds and the Series 1992E Bonds, 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 6. Use of Series 1992B Bonds to Redeem 1986 Subordinated Bonds. The City shall instruct the Bond Registrar to deliver the Series 1992B Bonds to the Original Purchaser in accordance with Section 10A hereof upon the presentation for exchange and cancellation of the 1986 Subordinated Bonds by the Original Purchaser. The accrued interest on the 1986 Subordinated Bonds shall be paid by the City simultaneously with the delivery of the Series 1992B Bonds from available funds of the City. SECTION 7. Approval of Bond Purchase Agreement; Approval of Official Statement; Approval of Private Placement 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 1992A Bonds in the aggregate principal amount of not exceeding $5,500,000, at interest rates determined in accordance with Section 4 hereof and at a purchase price of not less than 97.5% of the par amount of the Series 1992A Bonds reduced by any original issue discount reflected in the original offering price to the public, plus accrued interest thereon to the date of delivery pursuant to the terms hereof and of the HK Bond Purchase Agreement, to. execute the Bond Purchase Agreement for and on behalf of the City in substantially the form attached hereto as Exhibit "All 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 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 Deputy 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 15c2-12, in substantially the form of the draft Preliminary Official Statement attached hereto together with such changes, insertions, omissions and filling of blanks 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 1992A 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 1992A 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. C. The form of the Private Placement Agreement attached hereto as Exhibit "C" is hereby approved. The City Manager or any Assistant City Manager is hereby authorized to accept the offer of the Original Purchaser to purchase the Series 1992B Bonds in the aggregate principal amount of $2,000,000, at interest rates determined in accordance with Section 4 hereof and at a purchase price equal to the par amount of the Series 1992B Bonds, pursuant to the terms hereof and of the Private Placement Agreement, to execute the Private Placement Agreement for and on behalf of the City in substantially the form attached hereto as Exhibit "C" 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 Private Placement Agreement to the Original Purchaser. SECTION 8. Trustee, Authenticating Agent, Paying Agent and Bond Registrar. Sun Bank, National Association, Orlando, Florida, is hereby appointed and designated as the Trustee, Authenticating Agent, Bond Registrar and Paying Agent for the Series 1992 Bonds. 11 SECTION 9. 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 1992 Bonds (including any temporary bond or bonds) as provided in this Resolution and the Bond Ordinance and any of such officers are hereby authorized and directed upon the execution of the Series 1992 Bonds in the form and manner set forth in this Resolution to deliver the Series 1992 Bonds in the amounts authorized to be issued hereunder, to the Bond Registrar for authentication and delivery to or upon the order of (i) in the case of the Series 1992A Bonds, 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 and (ii) in the case of the Series 1992B Bonds, the Original Purchaser pursuant to the Private Placement Agreement, upon presentation and surrender of the 1986 Subordinated Bonds. 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 1992 Bonds and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents and contracts on behalf of the City that are necessary or desirable in connection with the execution and delivery of the Series 1992 Bonds and the refunding of the Refunded Bonds, including without limitation a Letter of Representations to The Depository Trust Company if the Series 1992A Bonds are issued in book entry only form, and which are specifically authorized by or are not inconsistent with, the terms and provisions of this Resolution or any action relating to the Series 1992 Bonds heretofore taken by the City. Such officers and those so designated are hereby charged with the responsibility for the issuance of the Series 1992 Bonds. C. The City Manager or any Assistant City Manager is authorized to arrange for municipal bond insurance insuring the Series 1992 Bonds, or either Series thereof, to execute a commitment for such bond insurance, to pay the premium or premiums with respect thereto, 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 12 5(D) 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 thereto, and to take all actions and to execute such documents as may be required in connection therewith. SECTION 11. Repeal of Inconsistent Resolutions. Except as supplemented and amended hereby, all provisions of the General Ordinance remain in full force and effect. All other resolutions or parts of other resolutions in conflict herewith are hereby repealed. SECTION 12. Severability. If any one or more of the covenants, agreements or provisions of this Resolution 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 Resolution or of the Series 1992 Bonds issued hereunder. SECTION 13. Effective Date. This Resolution shall be effective immediately upon its adoption. 13 1992. ATTEST: �D Passed and adopted this 13th day of February, , City Cler PREPARED AND APPROVED BY: Rafael 6. Diaz Deputy City At APPROVED AS TO FORM AND CORRECTNESS: 00000000 0002109:WP163 14 02/05/92 N. 11 $5,500,000 CITY OF MIAMI, FLORIDA PARKING SYSTEM REVENUE BONDS, SERIES 1992A 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: EXHIBIT A The undersigned, Howard Gary & Company (hereinafter called the "Representative"), acting on behalf of itself and on behalf of First Equity Corporation of Florida, AmeriSecurities Capital Corporation, Argyle Securities and Guzman & 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. 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 $5,500,000 in aggregate principal amount of the City of Miami, Florida, Parking System Revenue Bonds, Series 1992A (the 1-1992A Bonds"), and the City hereby agrees to sell to the Underwriters all of the 1992A Bonds at a purchase price of $ (being $5,500,000, the face amount of the 1992A Bonds, 1ess $ of Underwriter's discount and less $ of original issue discount) plus accrued interest on the 1992A Bonds from March 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 3249/CAR55001/AH4 substantially all of the 1992A 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 1992A Bonds. 2. Good Faith Check. Delivered to the City herewith, as a good faith check, are New York Clearinghouse Funds payable to the order of the City in the amount of $55,000 (the "Good Faith Check"), as security for the performance by the Underwriters of their obligation to accept and pay for the 1992A 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 1992A 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 1992A 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 1992A 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. 3. The 1992A Bonds. The 1992A 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, 2 3249/GARS5001/A94 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. 10941 of the City enacted by the Commission on January 9, 1992, as supplemented by Resolution No. 92- , adopted by the Commission on February 13, 1992 (as so supplemented, the "Bond Ordinance" and, collectively with the General Ordinance, the "Authorizing Ordinances"); and other applicable provisions of law (collectively, the "Acts"). The 1992A 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 1992A 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 1992A Bonds to the Underwriters, and the obligation of the Underwriters to purchase and accept delivery of the 1992A Bonds, that the entire aggregate principal amount of the 1992A 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 1992A Bonds, dated 1992 (such Preliminary Official Statement, including t e 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 1992A 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 1992A 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 15c2- 12 ("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 1992A 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 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 37.69/GAR55001/AH4 0 0 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) 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 February 1992, relating to the 1992A Bonds; and (b) A copy of the duly executed commitment from the Bond Insurer (hereinafter defined), in form and substance satisfactory to the Representative and counsel to the Underwriters to the effect that the Bond Insurer shall issue the Bond Insurance Policy (hereinafter defined) for the 1992A Bonds, subject to the terms of such commitment. 6. Representations and warranties of the City. The City represents and warrants to the Underwri ers 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 1_ght 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 the 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 1992A 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, 4 3249/GAR55001/AB4 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 general principles of equity. (c) The enactment by the City of the Authorizing Ordinances and the execution and delivery by the City of the 1992A Bonds, and this Bond Purchase Agreement, and all other documents executed and delivered by the City in connection with the issuance of the 1992A Bonds and the compliance by the City 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 is a party or by which the City is bound, or any existing law, administrative regulation, court order or consent decree to which the City or their property is subject. (d) The City 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 1992A 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 1992A 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 1992A Bonds; provided, however, that the City 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. (e) 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 1992A 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 `f2-- 10( 3269/GAR55001/AB4 0 ek 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 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 1992A 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 1992A Bonds for all purposes of Rule Y5 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 1992A Bonds as defined in Rule 15. Therefore, the "end of the underwriting period" for the 1992A 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 Agreement 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 0 3249/0AR55001/AB4 to explicitly in the Official Statement, without giving prior written notice thereof to the Representative. (g) 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 the power and authority set forth in the Act., (h) The City has duly and validly enacted the Authorizing Ordinances and has, or will have at the time of Closing, duly authorized and approved the execution and delivery of the 1992A Bonds, this Bond Purchase Agreement and the Official Statement, and has duly authorized and approved the performance by the City of its 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 and the Authorizing Ordinances will constitute the valid, legal and binding obligations of the City 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; to issue, sell and deliver the 1992A Bonds; and to carry out and consummate the transactions contemplated by this Bond Purchase 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, and the Official Statement and for the performance by the City of the transactions contemplated thereby; (iii) 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 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 7 !1 J — 1 .f -- - 371�41�9A�5R9�4 --- # 01 operated by the City, that could adversely affect the transactions contemplated hereby; (iv) represents that the execution and delivery by the City of the 1992A Bonds, this Bond Purchase 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 1992A 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 1992A Bonds or the Authorizing Ordinances, or contesting the exclusion from gross income of interest on the 1992A 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 1992A Bonds, the enactment of the Authorizing Ordinances, or the execution and delivery by the City Of this Bond Purchase Agreement. (1) 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. (m) Since December 31, 1975, the City has not been in default on any bonds or other debt obligations of the City. 1:1 3249/CAR55001/AB4 (n) (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 Systern 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, 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; (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 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 March 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 1992A 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 Kubicki, Draper, Gallagher & McGrane, P.A., 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 1992A Bonds by wire transfer of 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 1992A Bonds shall be issued only as one fully registered Bond for each maturity of the 1992A Bonds and shall be delivered to DTC registered in the name of DTC's nominee, Cede & Co., or such other name as DTC may request at least two (2) business days before the Closing Date. It is anticipated that CUSIP identification numbers will be 7 3269/CAR55001/AB4 E� printed on the 1992A Bonds, but neither the failure to print the numbers on any of the 1992A 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 1992A 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 1992A 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; Holland & Knight, and Kubicki, Draper, Gallagher & McGrane, P.A. ("Co -Bond Counsel"), and Squire, Sanders & Dempsey ("Counsel to the Underwriters") be necessary in connection with the issuance of the 1992A 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 .� 3249/GAR66001/AB4 E;- E; (1) the City is duly organized and validly existing as a public body corporate and politic of the State of Florida under the Constitution and laws of the State of Florida, with full legal right, power and authority to perform all of its obligations under the Authorizing Ordinances; [(2) the Official Statement has been duly authorized, executed and delivered by the City, and the City has consented to the use thereof by the Underwriters, and this Bond Purchase Agreement has been duly authorized, executed and delivered by, and (assuming due authorization, execution and delivery by the other parties thereto) constitutes a legal, valid and binding agreement of the City in accordance with its terms except to the extent that the enforceability of the rights and remedies set forth herein may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity and the exercise of judicial discretion;] (3) the 1992A 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: (4) the statements contained in the Official Statement on the cover page, under the captions "Description of the 1992A Bonds", "Security for the 1992A Bonds", "Refunding Program", and in "Appendix D - Summary of Ordinances", to the extent such statements purport to summarize portions of the Authorizing Ordinances, the 1992A Bonds, and the law referred to therein, 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 -Bond 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 3249/GAR55001/AB4 of the Official Statement including any caption recited earlier in this clause (4); (5) the Authorizing Ordinances create a valid pledge of and lien upon Net Revenues and other security for the 1992A Bonds; and (6) the issuance and sale of the 1992A Bonds to the Underwriters will not be subject to any transfer, documentary stamp or other excise taxes of the State of Florida or any political subdivision thereof. (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 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; 12 1 3249/CAR55001/AH4 1; E:; (3) that the financial statements and the other financial and statistical data relating to the City 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 obligation's under the Authorizing Ordinances and this Bond Purchase Agreement and the 1992A 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 and the 1992A Bonds, and assuming the due authorization, execution and delivery of this Bond Purchase Agreement and the 1992A Bonds by the other parties thereto, such instruments constitute legal, binding and valid obligations of the City, enforceable in accordance with their respective terms; 13 - 10;) 0, 5001/AH4 El 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 1992A Bonds", "The Department and The Board", "Litigation" and "Appendix A - Description 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 and the 1992A 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 14 3249/GAR55001/AB4 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; (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 1992A 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 1992A 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; (8) 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 Department 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 1992A 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, 15 3249/GAR55001/AR4 the 1992A Bonds, the Authorizing Ordinances, this Bond Purchase Agreement or the pledge of the Revenues and other security pledged to the payment of the 1992A Bonds, or contesting the exclusion from gross income for federal income tax purposes of interest on the 1992A 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 1992A Bonds, the adoption of the Authorizing Ordinances, or the execution and delivery by the City of this Bond Purchase Agreement; or (B) involving any of the property or assets under the control of the City or 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; (9) such other matters as Co -Bond Counsel or Counsel to the Underwriters shall reasonably request. (v) The municipal bond insurance policy from (the "Bond Insurer") guaranteeing the sc e u e payment of the principal of and interest, when due, on the 1992A Bonds, consistent with the description of such policy in the Official Statement, together with evidence, satisfactory to the Underwriters, dated the Closing Date, to the effect that payment for the insurance policy of the Bond Insurer described in the Official Statement has been made by the City and received by the Bond Insurer, that the Bond Insurer has received all documents that it has deemed necessary to review and that such insurance policy is in full force and effect. (vi) A certificate of the Bond Insurer dated the date of Closing, addressed to the Underwriters in form and substance satisfactory to the Representative and Counsel to the Underwriters, to the effect that (1) the Bond Insurer is duly qualified to do business in the State of Florida; and (2) the Bond Insurer has full corporate power and authority to execute and deliver the Bond Insurance Policy for the 1992A Bonds, (3) the Bond Insurance Policy has been duly authorized, executed and delivered by the Bond Insurer and constitutes a legal, valid and binding obligation of the Bond 16 f 3249/GAR55001/AB4 Insurer enforceable in accordance with its terms, and (4) the statements in the Official Statement relating to the Bond Insurer and the Bond Insurance Policy are correct in all material respects and do not omit any statement which should be included therein and such statements fairly and accurately describe the Bond Insurer. (vii) An opinion of counsel to the Bond Insurer, dated the date of Closing and addressed to the Underwriters, to the effect that (1) the Bond Insurer is a stock insurance corporation validly existing and in good standing under the laws of the state of and qualified to do business therein and is licensed and authorized to issue its policy of municipal bond insurance on the 1992A Bonds (the "Bond Insurance Policy") under the laws of the State of Florida; (2) the Bond Insurance Policy is valid and binding upon the Bond Insurer and enforceable in accordance with its terms, subject to applicable laws affecting creditors' rights generally; (3) the Bond Insurer, as an insurance company, is not eligible for relief under the federal bankruptcy laws; any proceedings for the liquidation, conservation and rehabilitation of the Bond Insurer would be governed by the provisions of the insurance law of the State of ; and (4) the statements described in the O ficia Statement relating to the Bond Insurer and the Bond Insurance Policy accurately and fairly present the summary information set forth therein and do not omit any material fact with respect to the description of the Bond Insurer relative to the material terms of the Bond Insurance Policy or the ability of the Bond Insurer to meet its obligations under the Bond Insurance Policy. (viii) The written approval of Coopers & Lybrand of the use of its report in the Preliminary Official Statement and the Official Statement in "Appendix All, and the use of their name therein. (ix) Letters of rating agencies evidencing that Moody's Investors Service has issued an "Aaa" rating for the 1992A Bonds and that Standard & Poor's Corporation has issued an "AAA" rating for the 1992A Bonds. (x) 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 1992A Bonds are exempt from taxation, (i) the 1992A Bonds are not subject to the registration requirements of the Securities Act 17 { 3249/GAR55001/AB4 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. (xi) True original copies of the Authorizing Ordinances, as enacted by the City Commission, and certified by a duly authorized clerk of the City. (xii) A copy of each of the instruments required by Section 211 of the General Ordinance. (xiii) 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 1992A Bonds, or (iv) other action or events shall have occurred which have the purpose or 18 3249/GAR55001/AB4 0 0 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 1992A Bonds or the sale by the Underwriters of the 1992A Bonds; or (b) legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the reasonable opinion of the Representative and counsel to the Underwriters, has the effect of requiring the contemplated distribution of the 1992A 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 Securities and Exchange Commission the effect of which is that the issuance, offering or sale of the 1992A 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 1992A 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 19 _ J� v.4 �eassnnt aa4 1 (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 Representative, would materially adversely affect the market for the 1992A Bonds or the sale by the Underwriters of the 1992A Bonds; or (g) any litigation shall be instituted or be pending at Closing to restrain or enjoin the issuance, sale or delivery of the 1992A Bonds, or that in any way contests or affects any authority for the validity of the 1992A Bonds, the Authorizing Ordinances or this Bond Purchase Agreement, the pledge or application of any moneys or securities provided for the payment of the 1992A Bonds, or the existence or powers of the City or the Department; or (h) the Underwriters have been advised that (i) the Bond Insurer has revoked its commitment to issue the Bond Insurance Policy on the 1992A Bonds or that Moody's Investors Service or Standard & Poor's Corporation has announced that bonds insured by the Bond Insurer are no longer rated Aaa and AAA respectively, or (ii) there has been an adverse change of a material nature in the financial position, results or operation or condition, financial or otherwise, of the Department in either case other than in the ordinary course of its business, or other than as contemplated in the Official Statement which change could adversely affect the transactions contemplated hereby. 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 1992A 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 10 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. 10. 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 20 H4 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 1992A 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 obtaining the Bond Insurance on the 1992A Bonds from the Bond Insurer, (vii) the cost of reproducing all necessary copies of any of the documents referenced herein, (viii) the fees and expenses of DTC incurred with respect to depositing the 1992A Bonds therewith and (ix) 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. (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 1992A 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 1992A Bonds. 12. Benefit. This Bond Purchase Agreement is made for the benefit off 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 execu a 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. 21 3249/GAR55b01/AB4 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 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. Severabilit . The invalidity or enforceability of any provision of - Is 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. r. cam,, � ,'• IJ 22 3249/GARS5001/AH4 17. Governing Law. This Bond Purchase Agreement shall be governed by an —construed in accordance with the laws of the State of Florida. ACCEPTED, local time on February 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: 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 23 ' 3249/GARSS001/AH4 Dd Maturity Dates and Interest Rates With Respect to 1992A Bonds $ Serial Bonds Maturity Interest ( ) Amount Rate $ Term Bonds Amortization Installment Amount * *Final Maturity Interest Rate EXHIBIT A Price or Price or 24 3249/CAR55001/AB4 EXHIBIT B Letter Pursuant to Section 218.385, Florida Statutes February _, 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 Bonds, Series 1992A Dear Commissioners: In connection with the proposed issuance by The City of Miami, Florida (the "City"), of $5,500,000 in aggregate principal amount of the Parking System Revenue Bonds, Series 1992A, referred to above (the 111992A Bonds"), Howard Gary & Company and First Equity Corporation of Florida, AmeriSecurities Capital Corporation, Argyle Securities and Guzman & Company (the "Underwriters") are preparing to underwrite a public offering of the 1992A Bonds. Arrangements for underwriting the 1992A 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 1992A 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 1992A 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 1992A 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 1992A 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 the price at which the 1992A 3249/GAR55001/A34 n r Bonds will be initially offered to the public by the Underwriters and the price to be paid to the City for the 1992A Bonds, exclusive of accrued interest on both cases) will be of the principal amount of the 1992A 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 1992A Bonds. (e) There is no other fee, bonus or other compensation to be paid by the Underwriters in connection with the issuance of the 1992A 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. 26 Very truly yours, HOWARD GARY & COMPANY FIRST EQUITY CORPORATION OF FLORIDA AMERISECURITIES CAPITAL CORPORATION ARGYLE SECURITIES GUZMAN & COMPANY BY: HOWARD GARY & COMPANY By: Title: 3249/CAR55001/AB4 ESTIMATED EXPENSES (Based on $ ITEM TOTAL 27 issue size) SCHEDULE I TOTAL t) � ... 10 3249/CAR55001/AB4 OFFICIAL STATEMENT EXHIBIT C -1' 3249/CAR3900t/AB4 E, \'00cr'3N SS&D DRAFT #3 DATED February 4, 1992 PRELIMINARY OFFICIAL STATEMENT DATED FEBRUARX , 1992 RATINGS: Moody's: " " Standard & Poor's: " " See "BOND RATINGS" and "MUNICIPAL BOND INSURANCE" herein. NEW ISSUE - FULL BOOK ENTRY In the opinion of Holland & Knight and Kubicki, Draper, Gallagher & McGrane, 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 1992A 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 -Band Counsel, under existing law, the 1992A 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 Registered Owners of the 1992A Bonds. $5,500,000* THE CITY OF MIAMI, FLORIDA PARKING SYSTEM REVENUE BONDS, SERIES 1992A Dated: March 1, 1992 Due: October 1, as shown below The Parking System Revenue Bonds, Series 1992A (the "1992A Bonds") of The City of Miami, Florida (the "City"), will be issued as fully registered bonds and 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 1992A Bonds will be deposited with DTC, which is to be responsible fdr maintaining a book -entry -only system for recording the interests of its participants, which, in turn, are to be responsible for maintaining records with respect to beneficial ownership interests of individual purchasers of the 1992A Bonds. Purchases of the 1992A Bonds will be made in book -entry form only, in denominations of $5,000 and integral multiples thereof. Purchasers of the 1992A Bonds (the "Beneficial Owners") will not receive physical delivery of bond certificates. As long as Cede & Co. is the registered owner of the 1992A 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 1992A Bonds. See "DESCRIPTION OF THE SERIES 1992A BONDS" herein. Interest on the 1992A Bonds (first payment due October 1, 1992, and semiannually on April 1 and October 1, thereafter) will be payable by check or draft mailed to the registered owner at the address shown on the registration books on the fifteenth day (whether or not a business day) of the month next preceding the applicable interest payment date. Principal of the 1992A Bonds is payable to the registered owner upon presentation when due at the corporate trust office of Sun Bank, National Association, Orlando, Florida, as the Bond Registrar and Paying Agent. So long as Cede & Co. is the registered owner of the 1992A Bonds, as nominee for DTC, principal and interest payments will be made by Sun Bank, National Association, Orlando, Florida, as Registrar and Paying Agent, directly to DTC or its nominee.DTC, is in turn, responsible for remitting such payments to its participants for subsequent disbursement to the Beneficial Owners. The 1992A Bonds are subject to redemption prior to maturity as more fully described herein. (See "DESCRIPTION OF THE SERIES 1992A BONDS" herein.) The 1992A Bonds are being issued (i) to refund the City's outstanding Subordinated Parking System Revenue Bonds, Series 1990, and the City's obligations under a Participation Agreement with the First Municipal Loan Council (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 1992A Bonds and the 1992B Bonds (as described herein). The 1992A Bonds and the interest thereon will be payable solely from and secured by a pledge of and 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 Parking System Revenue Bonds, Series 1992B, to be issued simultaneously with the 1992A Bonds, as more particularly described herein, and the City's outstanding Parking System Revenue Bonds, Series 1986. The 1992A 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. 10941, duly enacted by the City Commission on January 9, 1992, and Resolution No. 92- , duly adopted by the City Commission on February 13, 1992 (hereinafter collectively referred to a"s the "Ordinance"). THE 1992A BONDS SHALL NOT CONSTITUTE A DEBT OF THE CITY FOR WHICH THE FAITH AND CREDIT OF THE CITY IS PLEDGED. THE ISSUANCE OF THE 1992A BONDS SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY TO LEVY ANY TAX OR PLEDGE ANY FORM OF TAXATION WHATEVER THEREFOR. THE 1992A BONDS SHALL NOT CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE CITY. The payment of the principal and interest on the 1992A Bonds will be insured by a municipal bond insurance policy to be issued by simultaneously with the delivery of the 1992A Bonds. (See "MUNICIPAL BOND INSURANCE" herein.) (Logo of Bond Insurer) MATURITIES, AMOUNTS, INTEREST RATES AND PRICES OR YIELDS* $ Serial Bonds Price Price Maturity Interest or Maturity Interest or ( 1) Amount Rate Yield ( 1) Amount Rate Yield $ % Term Bonds, due 1, - yield - % $ % Term Bonds, due 1, - yield - % (Accrued interest to be added) The 1992A 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 Holland & Knight, Miami, Florida, and Kubicki, Draper, Gallagher & McGrane, 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 Squire, Sanders & Dempsey, Counsel to the Underwriters. Kidder, Peabody and Co., Inc., Miami, Florida, and American Government Certificates & Funds Corporation, Coral Gables, Florida, are acting as Co -Financial Advisors to the City. It is expected that the 1992A Bonds in definitive form will be available for delivery in New York, New York, on or about March `, 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 FIRST EQUITY CORPORATION OF FLORIDA AMERISECURITIES ARGYLE SECURITIES CAPITAL CORPORATION GUZMAN & COMPANY Dated , 1992 *Preliminary, Subject to Change Si 0 [RED HERRING LANGUAGE] This Preliminary Official Statement and the information contained herein are subject to change, completion, or amendment without notice. The 1992A Bonds may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 1992A Bonds in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. 03249/GAR55001/AA3 THE CITY OF MIAMI MEMBERS OF CITY COMMISSION Xavier L. Suarez, Mayor Dr. Miriam Alonso Miller J. Dawkins Victor H. De Yurre J. L. Plummer, Jr. THE CITY OF MIAMI OFFICIALS City Manager ................ Cesar H. Odio City Attorney ............... A. Quinn Jones, III Director of Finance ......... Carlos E. Garcia City Clerk Matty Hirai MEMBERS OF THE OFF-STREET PARKING BOARD OF THE CITY OF MIAMI Wifredo 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 ACCOUNTS Coopers & Lybrand Miami, Florida CO -FINANCIAL ADVISORS Kidder, Peabody & Co., Inc. Miami, Florida American Government Certificates & Funds Corporation Coral Gables, Florida 3249/CAR55001/AH7 TABLE OF CONTENTS Page INTRODUCTION ................................................ 1 PURPOSE OF THE 1992A BONDS .................................. 2 DESCRIPTION OF THE 1992A BONDS .............................. 2 General .................................................... 2 OptionalRedemption ........................................ 2 MandatoryRedemption .. .. ............................... 3 Notice and Effect of Redemption ............................ 3 Book -Entry Provisions ...................................... 4 SECURITY FOR THE 1992A BONDS ................................ 7 Source of Payment .......................................... 7 Reserve Account ............................................ 9 RateCovenant .............................................. 10 Outstanding Parity Debt .................................... 11 Series 1992B Bonds ......................................... 11 Additional Parity Bonds ..... ......... ................... 11 Interim Indebtedness and Short -Term Indebtedness ........... 12 Flowof Funds ........................................... 13 Subordinated Debt .......................................... 14 MUNICIPAL BOND INSURANCE .................................... 15 SOURCES AND USES OF FUNDS ................................... 15 DEBT SERVICE SCHEDULE ....................................... 16 THE REFUNDING PROGRAM ....................................... 17 Personnel .................................................. 18 BudgetProcess ............................................. 19 FinancialOperations ....................................... 20 PensionPlan ............................................... 20 THE PARKING SYSTEM .......................................... 21 System Facilities .......................................... 21 ParkingConsultant ......................................... 23 SystemRates and Charges ................................... 24 HistoricalRevenues ........................................ 25 REPORT OF THE PARKING CONSULTANTS ........................... 27 Assumptions of Parking Consultants ......................... 27 Conclusions of the Parking Consultants ..................... 28 Projected Financial Operations ............................. 28 LITIGATION.................................................. 30 INDEPENDENT ACCOUNTANTS ..................................... 30 LEGALITY.................................................... 30 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS ......... 34 UNDERWRITING ................................................ 34 FINANCIAL ADVISOR ........................................... 34 BONDRATINGS ................................................ 34 MISCELLANEOUS............................................... 35 AUTHORIZATION OF AND CERTIFICATION CONCERNING OFP-ICIAL STATEMENT.................................................... 36 i a�i.a /raaKs;nn1 %ARn 0 APPENDIX A - FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 1989 AND 1990 (AUDITED) [AND (UNAUDITED)] APPENDIX B - PARKING CONSULTANT'S REPORT APPENDIX C - GENERAL INFORMATION CONCERNING THE CITY OF MIAMI, FLORIDA APPENDIX D - SUMMARY OF ORDINANCE APPENDIX E - FORM OF OPINION OF CO -BOND COUNSEL 3249/GAR550011ABO SUMMARY STATEMENT This Summary Statement is subject in all respects to more complete information and to the definitions contained or incorporated in this Official Statement. The offering of the 1992A Bonds to potential investors is made only by means of this entire Official Statement. No person is authorized to detach this Summary Statement from the Official Statement or otherwise to use it without this entire Official Statement. For a complete description of the terms and conditions of the 1992A Bonds and for definitions of certain terms used in this Summary Statement, reference is made to the Summary of ''�-dinance included herein as Appendix D. City of Miami, Florida The City of Miami, Florida (the "City") is a municipal corporation of the State of Florida, located in Dade County, Florida and encompassing 34.3 square miles of land and 19.5 square miles of water. The City is the southernmost major city and seaport in the continental United States and the center of Pan-American Trade and air transportation. Department of Off -Street Parking The Department of Off -Street Parking (the "Department") operates, manages and controls the Parking System under the supervision of the Off - Street Parking Board. The Department is an agency and instrumentality of the City which was created, together with the Board, by a Special Act of the Florida Legislature that is now incorporated as part of the City Charter. Parking System The Parking System consists of: (1) 5 parking garages, three of which are owned and two of which are managed by the Department, which garages contain approximately 5,007 spaces; (11) 62 parking lots owned or managed by the Department containing approximately 8,835 spaces; and (iii) approximately 7,432 on -street parking meters. These approximately 21,274 spaces serve an average of over 72,000 vehicles per day. Sources and Security of Payment for the 1992A Bonds The 1992A Bonds are special obligations of the City and are payable solely from and secured by a pledge of and 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 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 Parking System Revenue Bonds, Series 1992B (the 111992B Bonds"), to be issued simultaneously with the 1992A Bonds, as more particularly described herein, and the City's outstanding Parking System Revenue Bonds, Series 1986 (collectively, the "Outstanding Parity Bonds"). See "SECURITY FOR THE BONDS" herein and the subheadings "Source of Payment," and "Reserve Account" thereunder. i i i t) 9 .__ I A", I THE SERIES 1992A BONDS ARE LIMITED OBLIGATIONS OF THE CITY SECURED BY A PLEDGE 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 SERIES 1992A 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 SERIES 1992A BONDS OR THE PREMIUM, IF ANY, OR THE INTEREST THEREON EXCEPT FROM THE AFOREMENTIONED SOURCES. THE 1992A BONDS SHALL NOT CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE CITY. For projected coverage of debt service requirements by Net Revenues see "PROJECTED FINANCIAL OPERATIONS", and the accompanying table therein. Municipal Bond Insurance Payment of the principal and interest on the 1992A Bonds, when due, will be insured by a municipal bond insurance policy to be issued by , simultaneously with the delivery of the 1992A Bonds. Purpose of the 1992A Bonds The 1992A Bonds are being issued to (i) refund the City's outstanding Subordinated Parking System Revenue Bonds, Series 1990, and the City's obligations under a Participation Agreement with the First Municipal Loan Council; (ii) fund, together with other moneys available therefor, the Reserve Account; and (iii) pay the costs of issuance of the 1992A Bonds and the 1992B Bonds. Description of the 1992A Bonds Redemption. The Bonds or portions thereof maturing in the years to , inclusive, are not redeemable prior to their stated dates of maturity. The Bonds maturing on and after October 1, , are redeemable prior to their stated dates of maturity, at the option of the City, beginning October 1, , 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 redemption prices specified herein. The 1992A Term Bonds maturing on October will be subject to mandatory redemption prior to maturity, at a redemption price of par, pursuant to the following amortization installments: YEAR AMOUNT For more complete information, see "DESCRIPTION OF THE 1992A BONDS" and the subheadings "Optional Redemption" and "Mandatory Redemption" thereunder. iv l� Denominations. The 1992A Bonds will be issued in denominations of $5,000 each or any integral multiple thereof. Registration and Transfers. The 1992A Bonds will be issued In fully registered, book -entry -only form, registered in the name of Cede & Co. as nominee for The Depository Trust Company (herein "DTC"). Transfers of book - entry interests will be accomplished by DTC participants or others who act for the Beneficial Owners, in accordance with DTC procedures and applicable state laws. Payments. Payments of principal of and interest on the 1992A Bonds will be made by the Registrar and Paying Agent to Cede & Co., as nominee for DTC, which, in turn, will immediately credit the accounts of DTC participants. The DTC participants will credit the payments to the Beneficial Owners in accordance with standing instructions and customary practices between DTC and the DTC participants. For a more complete description of the 1992A Bonds and the basic documentation pursuant to which 1992A Bonds are issued, see the "DESCRIPTION OF THE 1992A BONDS" herein. Outstanding Parity Debt The City currently has outstanding its Parking System Revenue Bonds, Series 1986 in the aggregate proposed amount of $ will be payable on a parity with the 1992A Bonds and the 1992B Bonds. See "DEBT SERVICE SCHEDULE" herein for the debt service on such bonds. Additional Bonds The City may issue Additional Bonds on a parity with the 1992A Bonds and the Outstanding Parity Bonds provided, among other things, that certain earnings tests relating to historical and projected Net Revenues in relation to the maximum Principal and Interest Requirements on the Outstanding Bonds and the Additional Bonds are met. The City may issue Subordinated Debt to finance the acquisition and construction of any facilities which the Board and the Department may operate and maintain pursuant to law, except special purpose facilities, and Short: - Term Indebtedness, provided that such indebtedness does not exceed 20% of Current Expenses for the last Fiscal Year of the Department for which an audit is available. See SECURITY FOR THE 1992A BONDS - Additional Bonds," herein. Rate Covenant The City has covenanted in the Ordinance to fix, charge and collect rates, fees, rentals and charges for the use of the Parking System and to revise the same 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, and to revise the same from time to time as necessary to produce the amount so required in such period. See "SECURITY FOR THE 1992A BONDS - Rate Covenant," herein. Tax Exemption In the opinion of Holland & Knight and Kubicki, Draper, Gallagher & McGrane, 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 1992A 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 1992A Bonds are also exempt form 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 Holders of the Bonds. Authority for Issuance The 1992A Bonds are being issued pursuant to Chapter 166, Florida Statutes, and other applicable provisions of law, and Ordinance No. 10115 of the City Commission of the City, duly enacted on June 26, 1986, as supplemented, particularly as supplemented by Ordinance No. 10941, enacted on January 9, 1992, and Resolution No. 92- , adopted on February 13, 1992. Offering and Delivery of the 1992A Bonds The 1992A Bonds are offered when, as and if issued, subject to approval as to their legality by Co -Bond Counsel and the satisfaction of certain other conditions. It is anticipated that the 1992A Bonds in definitive form will be available for delivery in New York, New York, on or about , 1992. Other Information This Official Statement speaks only as of its date, and the information contained herein is subject to change. The City has not entered into any contractual commitment to provide information on a continuing basis to investors or any other party, except to the extent such information is required to be provided pursuant to the City's contracts with nationally recognized statistical rating organizations of municipal bond insurers. Certain documents and information would constitute "public records" under existing Florida law and would be available to the general public upon request, subject to applicable procedures and regulations. Copies of the Ordinance and other documents and information are available, upon request and upon payment to the City of a charge for copying, mailing and handling, from the Office of the Executive Director of Off -Street Parking of the City, 190 N.E. Third Street, Miami, Florida 33132, telephone number (305) 373-6789. OFFICIAL STATEMENT Relating to $5,500,000* THE CITY OF MIAMI, FLORIDA PARKING SYSTEM REVENUE BONDS, SERIES 1992A 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 $5,500,000* Parking System Revenue Bonds, Series 1992A (the "1992A Bonds"). The 1992A 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. 10941, duly enacted by the City Commission on January 9, 1992, and Resolution No. 92- f duly adopted by the City Commission on February 13, 1992 ( ereinafter 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 Off - Street Parking Board (the "Board"). The City is issuing the 1992A Bonds to (i) refund the City's outstanding Subordinated Parking System Revenue Bonds, Series 1990 (the "Refunded Bonds"), and the City's obligations under a Participation Agreement with the First Municipal Loan Council, dated August 28, 1989 (the "Outstanding Loan," and together with the Refunded Bonds, the "Refunded Obligations"); (ii) fund, together with other moneys available therefor, the Reserve Account; and (iii) pay the costs of issuance of the 1992A Bonds and the 1992E Bonds (as defined herein). 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.1992A Bonds, the 1992B Bonds (as defined herein), 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 E hereto summarizes certain portions of the Ordinance. *Preliminary, subject to change 1 1 PURPOSE OF THE 1992A BONDS The 1992A 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; (ii) to fund, together with other moneys available therefor, the Reserve Account; and (iii) to pay the costs of issuance of the 1992A Bonds and the 1992B Bonds. DESCRIPTION OF THE 1992A BONDS General The 1992A 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 March 1, 1992, and will bear interest at the rates and mature on the dates set forth on the cover page of this Official Statement. Interest on the 1992A Bonds will be payable on April 1, 1992 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 1992A Bonds is payable to the Registered Owners upon presentation and surrender of the 1992A Bonds when due at the principal corporate trust office of Sun Bank, National Association, Orlando, Florida, as Paying Agent. See "Book -Entry Provisions" herein under this heading. Optional Redemption The 1992A Bonds or portions thereof maturing in the years to inclusive, are not redeemable prior to their stated dates of -maturity. The 1992A Bonds maturing on and after , are redeemable prior to their stated dates of maturity, a e option of the City, beginning October 1, 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 1992A Bonds to be redeemed, plus accrued interest on the principal amount to the redemption date: Redemption Period (Both Dates Inclusive) Redemption Price 03Z49/GAR55001/AA4 2 Mandatory Redemption The 1 be subject t operation of t the City may d plus interest and on each amounts in the Year *Maturity 992A Term Bonds maturing on October 1, , will o mandatory redemption prior to maturity, by he Sinking Fund Account, by lot, in such manner as eem appropriate, at a redemption price equal to par accrued to the redemption date, on October 1, , October 1 thereafter, in the following principal years specified: Principal Amount Notice and Effect of Redemption Principal Year Amount The Ordinance requires that at least 30 days prior to the redemption date of any 1992A 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 1992A Bonds to be redeemed at their addresses as they appear of record on the books of the Trustee 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 shall not affect the validity of the proceedings for such redemption. Interest shall cease to accrue on any 1992A 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 1992A 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 1992A Bonds to be redeemed, and if less than all of the 1992A Bonds of any one maturity then Outstanding are to be called for redemption, the distinctive numbers and letters, if any, of such 1992A Bonds to be redeemed, and the portion of the principal amount thereof to be redeemed. The notice of the redemption shall state also that on or after the redemption date, upon surrender of such 1992A Bond, a new registered Bond in a principal amount equal to the unredeemed portion of such Bond will be issued. 03249/GAR55001/AA4 In addition, each notice of redemption and payment of the redemption price relating to the Series 1992A Bonds shall meet the requirements set forth in (i), (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 prescribed above in this section. (i) Further notice of redemption shall be sent at least 5 days before the redemption date by registered or certified mail or overnight delivery service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of types such as the 1992A 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 1992A Bonds. (ii) Each notice of redemption shall be published one time in The Bond Bu er, New York, New York or, if such publication is impractTal or unlikely to reach a substantial number of the Holders of the Series 1992A Bonds, in some other financial newspaper or journal which regularly carries notices of redemption of other obligations similar to the Series 1992A 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 Series 1992A 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 Series 1992A 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 the City is not responsible for its content. 1. The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the 1992A Bonds. The '992A 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 the 1992A Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. 2. DTC is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within 4 tf � .... _1 "._i 03244/GAR55002/AA4 the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning or. the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Bonds 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 Bonds 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 1992A Bonds under the DTC system must be made by or through Direct Participants, which are to receive a credit for the 1992A Bonds on DTC's records. The ownership interest of each actual purchaser of each 1992A 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 1992A 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 1992A Bonds, except in the event that use of the book -entry system for the 1992A Bonds is discontinued. 4. To facilitate subsequent transfers, all 1992A Bonds deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of 1992A 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 1992A Bonds. DTC's records reflect only the identity of the Direct Participants to whose accounts such 1992A 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 03249/CA"5001/AA4 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 1992A 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 1992A 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 Participants to whose accounts the 1992A Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Principal and interest payments on the 1992A Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts on the payment 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 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, 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 at securities depository with respect to the 1992A 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 DTC's book -entry system has been takes no responsibility for the this section concerning DTC and obtained from DTC and the City accuracy thereof. 6 03249/GAR55001/AA4 11 11 Additional Provisions Regarding Book -Entry System The City and the Bond Registrar will recognize and treat DTC (or any successor securities depository) or its nominee as the holder and owner or the 1992A 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 to be, the registered owner or registered holder of the 1992A Bonds. The City 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 cannot and does not give any assurances that DTC Participants, Indirect Participants or others will distribute payments of debt service on the 1992A 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. In the event that DTC determines not to continue to act as securities depository for the 1992A 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 1992A 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 1992A Bonds with their legal advisors. SECURITY FOR THE 1992A BONDS Source of Payment The 1992A 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 03249/CAR55001/AA4 the pledge thereof in favor of the Registered Owners of the Outstanding Parity Bonds and the 1992B Bonds to be issued by the City simultaneously with the 1992A 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 1992A Bonds until the 1992A 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. THE SERIES 1992A BONDS ARE LIMITED OBLIGATIONS OF THE CITY SECURED BY A PLEDGE 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 SERIES 1992A 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 SERIES 1992A BONDS OR THE PREMIUM, IF ANY, OR THE INTEREST THEREON EXCEPT FROM THE AFOREMENTIONED SOURCES. THE 1992A BONDS SHALL NOT CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON ANY PROPERTY OF THE CITY. ; i • L 03249/GAR35001/AA4 Reserve Account Upon delivery of the 1992A Bonds, a sum equal to the difference between the amount currently on deposit in the Reserve Account 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 1992A Bonds and 1992B Bonds) shall be deposited into the Reserve Account or the City shall fund the Reserve Account in the amount of the Reserve Requirement over a period of sixty (60) or less months by making substantially equal monthly installments, to the extent permitted under the Ordinance. Notwithstanding the foregoing, the City may provide that the initial deposit and the difference between the amounts on deposit in the Reserve Account and the Reserve Requirement shall be an amount covered by obtaining bond insurance issued by a reputable and recognized municipal bond insurer, by a letter of credit or any combination thereof. 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 A-.-ount, is insufficient for such purposes. The Trustee shal also use amounts in the Reserve Account to pay the intere_• 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. cp•.� 9 �. 03249/GAR55001/AA4 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 (11) 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 of commission having jurisdiction to compel the City and the Department to comply with such requirements. The no use of compensation. City and the Department have further covenanted that the Parking System will be permitted without t 03249/GAR96001/AA4 10 Outstanding Parity Debt The City currently has outstanding its Parking System Revenue Bonds, Series 1986 in the aggregate proposed amount of $ See "DEBT SERVICE SCHEDULE" herein for the debt service on such bonds. Series 1992E Bonds Simultaneously with the issuance of the Series 1992A Bonds, the City will issue its $2,000,000 Parking System Revenue Bonds, Series 1992B (the "Series 1992E Bonds") for the purpose of refunding the City's outstanding Subordinated Parking System Revenue Bonds, Series 1986. The Series 1992B Bonds will be delivered to the holders of the Subordinated Series 1986 Bonds in exchange for an equal aggregate principal amount of the Subordinated Series 1986 Bonds. The Series 1992B Bonds will be issued under the Ordinance on a parity with the Series 1992A Bonds. 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: (i) 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, (i) 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; (ii) 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 03249/CAR55001/AA4 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 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" 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. 12 03249/CAR55001/M4 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 theh Outstanding; (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 13 03249/GAR55001/AA4 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 such 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. Subordinated Debt The City may issue Subordinated Debt to finance the acquisition and construction of any facilities, other than 14 03249/GAR95001/AA4 Special Purpose Facilities, which the Board and the Department may operate and maintain pursuant to law, upon the conditions set forth in the Ordinance. MUNICIPAL BOND INSURANCE [to come] 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 1992A Bonds ................................. $ OtherAvailable Funds ................................. Accrued Interest ......................................... Original Issue Discount ................................... Total Sources of Funds USES OF FUNDS Accrued Interest to the Sinking Fund for the 1992A Bonds $ Payment of Refunded Obligations Deposit to Reserve Account Underwriters' Discount Cost of Issuance (Including Insurance Premium)(1) Total Uses of Funds (1) Includes cost of issuance of Series 1992B Bonds. 15 03249/CAR55001/AA4 E] 0 DEBT SERVICE SCHEDULE The following table sets forth the debt service requirements for the 1992A 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. October 1 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 Aggregate Debt Service Requirements on Outstanding Parity Obliga- tions Total(2) $ Principal (i) Payments 1992A Bonds Amortization Installments for Term Bonds Interest Payments (1) Includes 1992B Bonds and excludes debt service on Refunded Obligations. (2) Includes accrued interest received as part of purchase price for 1992A Bonds. Total Debt Service 16 03249/GAR55001/AA4 THE REFUNDING PROGRAM Upon delivery of the 1992A Bonds, $3,000,000 of the proceeds of the sale thereof will be used to prepay the principal amount of the Refunded Bonds and $1,065,000 of such proceeds will be used to prepay the principal amount of the Outstanding Loan. The accrued interest on the Refunded Bonds and the Outstanding Loan will be paid from other available funds of the City. Simultaneously with the issuance of the Series 1992A Bonds, the City will issue its $2,000,000 Parking System Revenue Bonds, Series 1992B on a parity therewith (the "Series 1992E Bonds"). The Series 1992B Bonds will be exchanged for an equal aggregate principal amount of the Subordinated Series 1986 Bonds THE DEPARTMENT AND THE BOARD General The Department, also known as the Miami 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, his successor 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 t'ieir respective terms of office and their respective princpal occupations are as follows: <_ d , -J J. 17 03249/CAA55001/AA4 0 Expiration of Member Term of Office Occupation Wifredo Gort, December 2, 1993 Chairman and CEO, Chairman AIBC Investment Services Corp. Michael Kosnitzky, Esq., February 28, 1995 Partner, Sparber, Kosnitzky, Vice -Chairman Truxton, De La Guardia & Spratt, P.A. Arthur H. Hertz December 2, 1992 Chairman and CEO, Wometco Enterprises, Inc. Dr. Eduardo Padron December 2, 1993 President, Miami -Dade Community College Wolfson Campus Olivia B. Peart, Esq. December 2, 1992 Attorney, Popham, Haik, 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 are listed below: M. Clark Cook is presently the Executive Director. Mr. Cook has recently retired from Florida Power & Light 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 c 03249/GAA65001/AA4 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 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 Public 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. +� 19 it 03249/GAR55001/AA4 i 0 0 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 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 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 September 30, 1990 and 1990 were as follows: 20 _! 03249/GAR55001/AA4 Employer -Financed vested Benefits $ 190,037 Employer -Financed Nonvested Benefits 891,060 Total $1,081,097 Participant Accumulated Benefits 561,450 Total Pension Benefit Obligation $1,642,547 Net Assets Available for Benefits 1,674,040 Excess of Net Assets Available for Benefits Over Total Accumulated Benefits $ 31,493 $ 107,379 894,402 $1,001,781 451,146 $1,452,927 1,560,146 $ 107,219 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 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: 21 03249/GAR55001/AA4 0 Category Spaces On -Street Parking Meters Parking Lots(1) Parking Garages (owned) Parking Garages (managed)(2) Total Spaces September 30, Jan. 8, 1987 1988 1989 1990 1991 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 3,750 31750 3,750 2,550 18,932 21,434 22,027 22,205 22,330 21,274 (1) In 1988 the Department added approximately 2,800 spaces to serve the parking requirement of the newly -built Miami ARena, home to The Miami Heat basketball franchise. (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 jointly by The Rouse Company and The City of Miami. Upon the expiration of the management agreement on January 8, 1992, The Rouse Company assumed management of the facility. The principal facilities owned by the Department are: o Municipal Garages Nos. 1, 2, 3 (2,437 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 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); 22 03249/GAR55001/AA4 # 0 o Martin Luther King Economic Development Corporation and R.J. Properties - Municipal Lot No. 7 (66 spaces); o Florida East Coast Railroad - 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. Because all ownership rights and ultimate financial responsibility for these operations are held by the City, respectively, these operations are excluded from the Department's reporting entity. 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 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 is collected by the Metropolitan Dade County Clerk of the Circuit and County Courts, and is allocated to the City (66.67 percent) and Metropolitan Dade County (33.33 percent). 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 1990/91, 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, to operate the facility. The operation of the complex is accounted for as a separate enterprise fund of the Department. Parking Consultant Since 198.4, the Department has designated the engineering firm of Desman Associates as their Parking Consultant. The Department has engaged the firm to provide 03249/GAR55001/AA4 6 0 various studies and inspections of the System. In their last Inspection of the System in March, 1991, Desman Associates found the facilities and equipment to be in good condition. Attached as Appendix B is the Report of the Parking Consultant, dated January 29, 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 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 Rate structure ranges from $8.00 to $33.00 per month. o Garage Rates range from $60.00 to $88.00 per month. 24 03249/GAR55001/AA4 Historical Revenues The following table has been derived from the Department's audited financial statements for the years ended September 30, 1986 through 1991. The table sets forth the historic revenues, expenses and debt service coverage of the Parking System. The Department's Financial Statements for the Years Ended September 30, 1990 and 1991 (audited) are set forth in Appendix A to this Official Statement. 25 03149/GAR55001/AA4 Department of Off -Street parking of the City of Miami. Fiorida(1) (S Amounts Stated in Thousands) Statements of Net Revenues Available for Debt Service for Years Ended Se tember 30. 1990 1991 1986 1987 1988 1989 OPERATING REVENUES: Off -Street Facilities Parking Lots On -Street Facilities Management Fees Other TOTAL — OPERATING EXPENSES M : Salaries. Wages and Fringe Benefits Repairs and Maintenance Security utilities Insurance Administrative Services Parking Meter Parts and Installation Legal and Professional Supplies and Miscellaneous ------- TOTAL NON -OPERATING INCOME: Interest Income Current Investments Restricted Investments — TOTAL --- NET REVENUES AVAILABLE FOR DEBT SERVICE .,�.�.�• '�"�"� Current Debt Service Debt Service Coverage Ratio Footnotes on Next Page. Three youths Period Ended December r_ 31 (Unaudited) + 1990 1991 032491GAR550U1/AA4 U u M a 1 0 (Footnotes from Table on Preceding page) (1) The Statements of Revenues and Expenses of the Department of Off - Street Parking of the city of Miami, Florida for the Years Ended September 30, 1990 and 1991 have been examined by Coopers & Lybrand, Independent Certified Public Accountants. Their Opinion for the Years ended September 30, 1990 and 1991 appears in Appendix A of this Official Statement. (2) Operating Expenses exclude interest and depreciation expense. REPORT OF THE PARKING CONSULTANTS The Report of Desman Associates, to the Department, dated J. 1992, which appears as Appendix B hereto, sets forth the projected operating results for each of the five Fiscal Years from 1992 through 1996. The report of the Parking Consultants should be read in its entirety, including the considerations and assumptions upon which it is based. Assumptions of Parking Consultants In the preparation of the forecast of future operations summarized in their report, the Parking Consultants have made certain assumptions with respect to conditions, events, and circumstances which may occur in the future. While the Parking Consultants believe 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. 27 03249/GAR55001/AA4 Conclusions of the Parking Consultants Based on their analysis, investigations, and the assumptions stated herein, the Parking Consultants are 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 System and debt service coverage. 3. The Net Revenues of the Department will exceed that required by the Ordinance after issuance of the Series 1992A 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 within the next five years. 5. While the Parking Consultants have 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 System facilities in good working order. Projected Financial Operations A summary of projected financial operations of the Department as prepared by the Parking Consultants 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.] 28 03249/GAR55001/AA4 TABLE FROM CONSULTANT'S REPORT 03249/GAR56001/AA4 LITIGATION 1992A Bonds. There is no litigation pending that (i) seeks to restrain or enjoin the issuance or delivery of the 1992A 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 1992A 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 lawsuits 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 1992A 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 the 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 1992A Bonds and with regard to the tax-exempt status of the interest on the 1992A Bonds (see "TAX EXEMPTION") are subject to the legal opinion of Holland & Knight, Miami, Florida, and Kubicki, Draper, Gallagher & McGrane, 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 1992A Bonds, will be delivered to the Underwriters at the time of original delivery, and the text of the opinion will be printed on the 1992A Bonds. The proposed text of the legal opinion is set forth as Appendix E. 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. 30 03249;GAR55001/AA4 Co -Bond Counsel will also opine on the date of issuance of the 1992A Bonds that the statements contained herein under the Sections captioned "Description of the Bonds" (other than the portion thereof captioned "Book -Entry Provisions") and "Security for the 1992A Bonds", 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 legal matters will be passed on by Squire, Sanders & Dempsey, Miami, Florida, Counsel to the Underwriters. TAX EXEMPTION; INCOME TAX EFFECTS In the opinion of Holland & Knight, Miami, Florida, and Kubicki, Draper, Gallagher & McGrane, P.A., Miami, Florida, Co - Bond Counsel, under existing law, the 1992A Bonds are exempt from present Florida intangible personal property taxes. Also, in the opinion of Co -Bond Counsel, under existing law, interest on the 1992A 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 1992A Bonds from gross income for federal income tax purposes. If the City fails to comply with such covenants, interest on the 1992A Bonds could become includable in the gross income of the owners thereof for federal income tax purposes retroactive to the date of issuance. - Certain of the 1992A Bonds have been offered to the public at original issue discount (the "Discount 1992A Bonds"). The original issue discount is the excess of the stated redemption price at maturity of the Discount Series 1992A 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 Series 1992A Bonds was sold. Under existing law, an appropriate portion of any original issue discount, depending in part on the period a Discount Series 1992A 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 31 03249/GAR55001/AA4 " '�' amount of original issue discount that accrues to a holder of a Discount Series 1992A Bond who acquires the Discount Series 1992A Bond in this offering during any accrual period would generally equal (i) the issue price of such Discount Series 1992A Bond plus the amount of original issue discount accrued in all prior accrual periods, multiplied by (ii) the yield to maturity of such Discount Series 1992A 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 Series Discount 1992A 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 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 Series 1992A Bond. Proceeds from the sale, exchange, payment or redemption of a Discount Series 1992A 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 Series 1992A Bond and not as interest. The federal income tax consequences of the purchase, ownership and redemption, sale or other disposition of Discount Series 1992A Bonds which are not purchased in the initial offering at the initial offering price may be determined according to uses which differ from those described above. Owners of Discount Series 1992A Bonds should consult their own tax advisors with respect to the original issue discount consequences of owning Discount Series 1992A Bonds. An alternative minimum tax is imposed by the Code on corporations at a twenty percent (2o%) 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 1992A Bonds will not be treated as an item of tax preference for purposes of the alternative minimum tax. Interest on the 1992A Bonds will therefore not be included alternative minimum taxable income of taxpayers other than corporations. Interest on the 1992A 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 Co -Bond Counsel attached hereto text thereof. Co -Bond Counsel regarding other federal income with respect to the 1992A Bonds. proposed form of the opinion of as Appendix E for the complete has expressed no other opinion tax consequences which may arise Other potential federal income tax consequences to Holders of the 1992A Bonds include the following: 32 c c� i c 03249/GAR55001/AA4 1 � " AL -��` 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 1992A Bonds received by a corporation will be included in the determination of such Bondholder's "modified alternative minimum taxable income." 2. Financial Institutions and Prourty and Casualty Insurance Companies. Section 265 of the Code provides that a inan ial institution holding 1992A Bonds will be denied any deduction for its interest expense allocable to such 1992A Bonds. Under Section 832(b)(5)(B) 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 1992A Bonds. 3. Social Security and Railroad Retirement Benefits. Under Section 86 of the Code, recipients of certain social security benefits and railroad retirement benefits may be required to include a portion of such benefits within gross income by reason of receipt of interest on the 1992A 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 1992A 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 "divided equivalent amount" for the taxable year. Interest on the 1992A Bonds would be taken into account in determining a foreign corporation's dividend equivalent amount" to the extent such interest is effectively connection (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 1992A Bonds should consult their own tax advisors with respect to the tax consequences of owning 1992A Bonds. 33 03249/GAR55001/AA4 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Section 517.051, Florida Statutes, and the regulations promulgated thereunder (the "Disclosure Act") requires 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 1992A Bonds and its Bond Purchase Agreement with the City, to purchase the 1992A 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 1992A 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 1992A Bonds will be delivered by the City to the Underwriters unless all of the 1992A Bonds are so delivered. FINANCIAL ADVISOR Kidder, Peabody & Co. Inc., Miami, Florida, and American Government Certificates & Funds Corporation, Coral Gables, Florida, are acting as Co -Financial Advisors to the City in connection with the issuance of the 1992A Bonds, as well as other matters. BOND RATINGS Moody's Investors Services, Inc., and Standard & Poor's Corporation anticipate assigning the 1992A Bonds the ratings of and respectively, on the understanding that the 'sE—andard po icy of municipal bond insurance insuring the timely payment of the principal of and interest on such 1992A Bonds will be issued by upon delivery of the 1992A Bonds. 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 34 03249/GAR55001/AA4 have an adverse effect on the market price of the 1992A 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 1992A 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 1992A Bonds, the security for and the source of repayment for the 1992A 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, law 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) 539-0845 and American Government Certificates & Funds Corporation, 999 Ponce de Leon Boulevard, Coral Gables, Florida, 33134, Telephone Number (305) 445-1000. 35 03249/GAR 55001/AA4 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 1992A 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 1992A 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 1992A Bonds to the Underwriters, the City will provide to the Underwriters a 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 15c2- 12(b)(3). THE CITY OF MIAMI, FLORIDA Xavier L. Suarez, Mayor Wifre o Gort, Chairman, Off-Street.Parking Board M. Clark Cook, Executive Director, Department of Off -Street Parking Howard J. Manasa, Chief Financial Officer, Department of Off -Street Parking 03249/CAR55001/AA4 FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDED SEPTEMBER 30, 1990 AND 1991 (AUDITED) APPENDIX A 37 03249/GAR55001/AA4 11 [PARKING CONSULTANT'S REPORT] APPENDIX B 38 03249/GAR55001/M4 GENERAL INFORMATION CONCERNING THE CITY OF MIAMI, FLORIDA APPENDIX C 39 03249/GAR55001/AA4 i APPENDIX D - SUMMARY OF ORDINANCE 40 03249/GAR55001/AA4 APPENDIX E FORM OF OPINION OF BOND COUNSEL 41 03249/GAA55001/AA4 03249/CAA55001/AA4 ! ,� qp� APPENDIX C GENERAL INFORMATION CONCERNING THE CITY OF MIAMI, FLORIDA Geography The City of Miami (the "City"), situated at the mouth of the Miami River on the western shore of Biscayne Bay, is a main port of entry in Florida and the county seat of Metropolitan Dade County (the "County") which encompasses over 2,000 square miles of Florida's southeastern region. The City comprises 34.3 square miles of land and 19.5 square miles of water. Miami is the southern -most major city and seaport in the continental United States and the center of Pan-American trade and air transportation. The nearest foreign territory is the Bahamian island of Bimini, situated approximately fifty miles off the coast of Florida. The County is often referred to herein as Greater Miami. Climate Due to its location near the upper boundary of the tropical zone, Miami's climate is strongly influenced by the Gulf Stream, trade winds and other local climatic factors. Its average yearly temperature is 75.5 degrees Fahrenheit. Summer temperatures average 81.4 degrees Fahrenheit, and winter temperatures average 69.1 degrees Fahrenheit. Rainfall comes most frequently between the months of May and September, with the heaviest in June, averaging nine inches. Population The U.S. Bureau of Census estimated the population of the City at 358,458 as of April 1, 1990. The estimate is being challenged by the City. The City estimates that its population as of April 1, 1990 was 383,000. According to estimates of the City, the population is expected to increase to 400,00 by the year 2000. Government of the City The City has operated under the Commission -City Manager form of government since 1921. The Commission consists of five elected citizens, who are qualified voters in the City, one of whom serves as Mayor. The Commission acts as the governing body of the City with powers to enact ordinances, adopt resolutions and appoint a chief administrative officer known as the City Manager. The City Clerk and City Attorney, as well as members of the Planning Advisory Board, the Zoning Board, the City of Miami Health Facilities Authority and the Miami Sports and Exhibition Authority are also appointed by the City Commission. Members of C-1 the Off -Street Parking Board and the Downtown Development Authority are appointed by the respective bodies and confirmed by the City Commission. City elections are held in November every two years on a non -partisan basis. Candidates for Mayor must run as such and not for the Commission in general. At each election, two or three members of the Commission are elected for four-year terms. Thus, the terms are staggered so that there are always at least two experienced members on the Commission. Mayor and City Commissioners Xavier L. Suarez was elected Mayor in November, 1985 and 1.987 for respective two-year terms and re-elected in 1989 to a four-year term. Mayor Suarez is a summa cum laude graduate of Villanova University, and holds a Masters Degree in Public Policy from the John F. Kennedy School of Government of Harvard University and a Juris Doctorate from Harvard Law School. Mayor Suarez is currently a partner in the Miami law firm of Jorden & Schulte. Mayor Suarez has actively served the Miami community for a number of years through participation on numerous advisory boards and committees. Dr. Miriam Alonso was elected Commissioner in November, 1989 for a four-year term. Commissioner Alonso is a graduate of the Catholic University of America and holds degrees in International and Comparative Education and a Doctorate in Philosophy. Commissioner Alonso has a real estate investment company and has served on several civic and community boards. Miller J. Dawkins was elected Commissioner in November, 1981, 1985 and 1989 for respective four-year terms. Commissioner Dawkins is a graduate of Florida Memorial College and holds a Master of Science degree from the University of Northern Colorado. Commissioner Dawkins had been employed for over 19 years at Miami Dade Community College. Victor H. De Yurre was elected Commissioner in November, 1987 and 1991 for respective four-year terms. Commissioner De Yurre is a graduate of the University of Miami and holds a Juris Doctorate from St. Mary's University School of Law and a Master of Laws degree in Taxation from the School of Law of the University of Miami. Commissioner De Yurre has his own legal practice and has served on numerous advisory boards and committees in the Miami area. J.L. Plummer, Jr. was appointed Commissioner in October, 1970 and was elected Commissioner in November, 1971, and re- elected in 1975, 1979, 1983, 1987 and 1991 for consecutive four- year terms. Commissioner Plummer is a graduate of Miami Senior High School and the Cincinnati College of Mortuary Science. Commissioner Plummer is Chairman of the Board of Ahern -Plummer Funeral Homes, Miami, Florida. C- 2 -- 4'7/.O/nsyArnni /Ofli i Administration of the City Cesar H. Odio was appointed City Manager, effective December 16, 1985. Prior to his appointment to the top administrative position in the City, Mr. odio served as Assistant City Manager for the City since January, 1980. Mr. Odio's responsibilities extended over the functions of parks and recreation, building and vehicle maintenance, and public facilities. During the Mariel boatlift in 1980, Mr. Odio was appointed to the President's Task Force on Refugee Affairs. Mr. Odio has a Bachelor of Science degree in Public Administration from Florida Memorial College, Miami, Florida and majored in Business Administration at he University of Santo Tomas de villanova, Havana, Cuba. Carlos E. Garcia, CPA, was appointed Director of Finance in July 1980. Mr. Garcia joined the City in November, 1976 as Assistant Finance Director. Mr. Garcia has been previously employed in private industry in positions of Treasurer, Controller and Auditor. Mr. Garcia is a cum laude graduate of the University of Miami with a B.B.A. and also holds a Master of Science degree in Management from Florida International University. Mr. Garcia is licensed as a CPA in the State of Florida and is a member of the American and Florida Institutes of Certified Public Accountants and the Government Finance Officers' Association of the United States and Canada. A. Quinn Jones, III, is the City Attorney. Matty Hirai was appointed City Clerk on September 1, 1985. Ms. Hirai was the City's Assistant City Clerk from September, 1976 to August, 1985. Ms. Hirai is a graduate of Edison High School and has completed course work at Pasadena City College, University of California at Los Angeles, and Hunter College, New York. Ms. Hirai attended specialized courses at Syracuse University and was awarded the three-year Municipal Clerk Certificate. Ms. Hirai is a member of the International Institute of Municipal Clerks. Scope of Services and Agency Functions The City provides certain services as authorized by its Charter. Such services include public safety (police and fire), parks and recreational facilities, trash and garbage collection, street maintenance, construction and maintenance of storm drain systems, planning and development functions, construction of capital improvements, and building code, inspection and enforcement services. The Police Department provides a full range of policy services and presently has a uniformed force of 1,114 and 449 full-time, permanent civilian employees. The Fire Department is rated as Class I and provides a full range of fire protection and C-3 <;C ... d ,-)!, A . %., 3249/GAR55001/AB3 171,Q IGAN7'5UU 1 / AD] emergency services as well as providing a full range of medical and rescue services. The City provides garbage and trash pick-up and enforces sanitation requirements. Disposal of trash and garbage is performed by the County under contract with the City. The Department of Public Works maintains certain streets and sidewalks and manages construction of sewers and other capital facilities required by the City. The State of Florida and the County are responsible for maintaining most arterial streets and all major highways within the City. The Department of Parks, Recreation and Public Facilities maintains and operates all City - owned parks and administers various recreational and cultural programs associated with these facilities. Regional Government Services The following information and data concerning the County describes the regional government services the County provides for its residents, including residents of the City. The County is, in effect, a municipality with governmental powers effective upon the 27 cities in, and the unincorporated areas of, the County. The County does not displace or replace the cities but supplements them by providing certain governmental services. The County can take over particular activities of a city's operations (1) if the services fall below minimum standards set by the Board of County Commissioners of the County (the "County Commission"), or (2) with the consent of the governing body of such city. Since its inception, the County government has assumed responsibility for a number of functions, including delivery of County -wide police services, which complement municipal police services within the municipalities, with direct access to the National Crime Information Center in Washington, D.C. and the Florida Crime Information Center; provisions of a uniform system of fire protection services, which complement municipal fire protection services within four municipalities and provide full service fire protection for twenty-three municipalities which have consolidated their fire departments with the County's fire department; management of a consolidated two-tier court system pursuant to the revision of Article v of the Florida Constitution which became effective on January 1, 1973; the development and operation of County -wide water and sewer system; the coordination of the various surface transportation programs, including a consolidated public transportation system and a unified rapid transit system; operation of a central traffic control computer system; implementation of a combined public library system of the County and eighteen municipalities, which together operate the main library, seventeen branches and six mobile units servicing forty-four County -wide locations; centralization of the property appraiser and tax collector functions; furnishing of data to municipalities, the Board of Public Instruction and several state C-4 V!4Vf Aa9500I /AB3 AML agencies for the purpose of budget preparation and for their respective governmental operations; collection by the County Tax Collector of all taxes and distribution directly to the respective governmental entities according to their respective tax levies; and development of minimum acceptable standards by the County Commission, enforceable throughout the County in such areas as environmental resources management, building and zoning, consumer protection, health, housing and welfare. ECONOMIC AND DEMOGRAPHIC DATA Introduction and Recent Developments The City's diversified economic base is comprised of light manufacturing, trade, commerce, wholesale and retail trade, and tourism. While the City's share of Florida's tourist trade remains an important economic force, the great gains the City has made in the areas of banking, international business, real estate and transhipment have fortified the economic base. Major capital improvements have allowed the City or the County to accommodate and foster rapid expansion. The Port of Miami has almost doubled in size, from 325 acres to 600 acres through a $250 million expansion program completed in 1981. The Port expansion program is designed to move 16 million tons of cargo and four million cruise ship passengers a year by the year 2000. Miami International Airport is undergoing $1.0 billion expansion program. A seven story 7,500 space parking structure, directly across from the main terminal, has been completed. An elevated pedestrian sky bridge, opened in early 1985, connects the parking structure to the main terminal. Other projects include the construction of a direct connector road to the airport expressway, and a cargo tunnel. Expansion and modernization of passenger gate areas continues in order to accommodate the increase in domestic and international passenger traffic. Downtown Miami experienced unprecedented growth during the 1980's particularly in the development of commercial office space. Completed projects represent an estimated investment of public and private funds in excess of $2.4 billion. Bayside The Rouse Company, a leading builder of specialty marketplaces in downtown waterfront settings, has developed the Bayside Specialty Center on twenty acres of City -owned property along the waterfront in Downtown Miami. The project currently features 235,000 square feet of retail space. Total project cost was $128 million, with City participation limited to a $4 million investment in infrastructure improvements. The Bayside Parking Garage, located adjacent to the Specialty Center, contains 1,200 parking spaces. C-5 s? JrAR�.�P_Nfas3- Bayfront Park Bayfront Park, adjacent to the Bayside project area, currently is being redeveloped at a total project cost in excess of $20 million. More than fifty percent (50%) of the project financing has been secured by the City through a variety of Federal, State and private funding sources. Southeast Overtown/Parkwest The Southeast Overtown/Parkwest Redevelopment Program entails the redevelopment of 200 acres of prime real estate, adjacent to the central business district, for new residential commercial activity. The general redevelopment concept for the project area is the provision of a wide range of housing opportunities, with supporting commercial uses, to serve the area's future population. By the end of the century the project area is envisioned to have the capacity to support over 9,000 residential units and over one million square feet of commercial space. The City has been delegated limited redevelopment powers for the implementation of the redevelopment plan. Public sector involvement will focus on land acquisition, resident relocation, demolition, project marketing, infrastructure improvements and construction and, in some instances, the provision of "gap" financing. The City has estimated that over $1.0 billion in private investment will occur during the next 20 years. Phase I [Re]development is under way with 1,200 units. Public infrastructure work, including utilities, street improvements and pedestrian amenities, is now being designed for implementation in conjunction with the private development. Total public investment in Phase I Redevelopment is over $58 million. New private construction in the amount of $200 million is programmed to occur over the next five years for a total of 1,900 residential units and 250,000 square feet of commercial space. Miami Arena The County levies a 3% Convention Development Tax on hotel rooms, of which the City receives one-third. This tax is received by the Miami Sports and Exhibition Authority to finance its operations and debt service cost. The most significant project financed by the Authority is the Miami Arena located within the Southeast Overtown/Park West redevelopment area, home to the Miami Heat of the National Basketball Association and the University of Miami Hurricanes. This 300,000 square feet multi- purpose facility, completed in 1988 at a total cost of $48 million, accommodates up to 15,600 spectators. Corporate Expansion The favorable geographic location of Greater Miami, the trained commercial and industrial labor force and the favorable transportation facilities have caused the economic base of the ��. mum il 0 area to expand by attracting to the area many national and international firms doing business in Latin America. In Greater Miami, over 100 international corporations have set up hemispheric operations. Among them are such corporations as Dow Chemical, Gulf Oil Corporation, Owens-Corning Fiberglass Corporation, American Hospital Supply, Coca-Cola Interamerican Corporation, Ocean Chemicals, Inc., a subsidiary of Rohm & Hass Company, Rowye Trading, A.G., Mayr Brothers International and Abtron Corp. Other national firms that have established international operations or office locations in greater Miami are Alcoa International, Ltd., Atlas Chemical Industries, International Harvester, Johns Manville International, Minnesota (3-M) Export, Inc., Pfizer Latin America Royal Export, United Fruit, Baccus Electronics and Kraft. Industrial Development Greater Miami contains over one hundred million square feet of industrial space. Manufacturing concerns account for nearly half of the occupied industrial space and storage companies occupy an additional 35% of the City's industrial space. Transportation and service companies occupy the bulk of the remaining 15% of the City's industrial space. The Industrial Development Authority (IDA) of the County reports that approximately two-thirds of Greater Miami's industrial firms own their facilities. There are currently 37 industrial parks in Greater Miami. Greater Miami's apparel industry is one of the largest in the nation, primarily consisting of numerous small firms rather than a few large operations. Approximately 30,000 jobs are provided by nearly 500 manufacturers. Florida apparel firms, most of which have their principal facilities in the Miami area, shipped $849 million of merchandise in 1980, a 56% increase over 1970 figures. Financial Institutions The County is second only to New York in the concentration of international and Edge Acts Banks in North America; approximately 41 foreign banks branches and 10 representative offices are presently operating in the County. Additionally, there are 29 Edge Act Banks that are located in the Miami area. These include: Bank America International, Bankers Trust International, Banco de Santander International, Chase Bank International, Citibank International, Irvin Trust, American Express Bank International, Manufacturer's Hanover International, and Morgan Guaranty International. The Federal Reserve System has established a branch office in the County to assist the Atlanta office with financial transactions in the South Florida area. C-7 f1'i.... F ri;: 3749 r.AR550011AB3 The ten year summary presented below is for the County which includes the City of Miami. These figures include national and state chartered banks which are FDIC insured. Non-insured state -chartered banks are excluded. Number June 30 of Banks Total Deposits 1990 69 $22,783,647,000 1989 73 21,695,337,000 1988 75 20,070,795,000(1) 1987 69 25,958,000,000 1986 73 23,042,378,000 1985 75 21,615,733,000 1984 76 21,770,028,000 1983 74 19,256,581,000 1982 70 16,158,326,000 1981 65 13,488,248,000 Source: FDIC Atlanta, GA (1) Reduction in deposits is attributable to more stringent FDIC regulations, which have caused a shift to other investments not insured by the FDIC. Tourism Greater Miami always has been a very attractive city for domestic and international tourists. Its climate and beaches draw many thousand of visitors throughout the year. Local government and private interests have cooperated in developing outstanding attractions and events including power boat races at Miami Marine Stadium, the Orange Bowl Classic, the Seaquarium, Parrot Jungle, Monkey Jungle, the Orchid Jungle, dog and horse race tracks, Jai Alai, the Vizcaya Place and Metrozoo. Other points of interest and activities include tours of the Everglades and the Florida Keys, major league professional sports events, and annual attractions such as the Youth Fair, Graphics Fair, Orange Bowl Marathon, Calle Ocho Open House, Carnival Miami, Coconut Grove Art Festival, Kwanzaa and Goombay Festivals, Hispanic Heritage Week, and the Orange Bowl Festival events. Major auto racing events are held in the City annually. The Miami Grand Prix auto race has been run annually in downtown Miami since 1983. Cars and drivers from around the world competed for more than $300,000 in prize money in 1991. During 1990, approximately 8.1 million out-of-state visitors stayed in over 53,980 hotel and motel rooms in Greater Miami. Many of these visitors participated in international trade activities such as conventions and conferences. Tourists and visitors expended approximately $6.0 billion in Greater Miami in 1990, according to the estimates of the County. C-8 54ab�7b4he�-� A�t%9001f AB3 Medical Facilities The 40 hospitals located in Greater Miami offer virtually all general and highly specialized medical services. This progressive and growing health care delivery system provides educational opportunity for the health care professional and places Miami in the forefront of communities with comprehensive medical capabilities. Recreational Facilities The Greater Miami area is famous for its sailing, deep sea fishing and boat races. There are 35 yacht clubs and marinas, with 685 berthing facilities provided by City -owned marinas. Athletics for spectator sports fans are held at the City -owned Orange Bowl Stadium and the Miami Convention Center. Joe Robbie Stadium, which is used by the Miami Dolphins, is located in North Central Dade County. Sports competition includes professional and college football, basketball, baseball and championship boat races. Other athletic events include amateur football, basketball, soccer, baseball, motorcycle speedway racing and rowing events. Golf is played year round at the Greater Miami area's 33 public and 14 private courses. Several open golf tournaments are held each year. The Greater Miami Area's 403 public parks and playgrounds cover 408,710 acres, providing residents and visitors with a wide range of subtropical nature settings unique only to South Florida in the continental United States. Each park has a combination of facilities that are enjoyed year round. The facilities include: public swimming and boating, equestrian trails and baseball and softball fields. The Greater Miami area's 22 public beaches comprise comprise 1,400 acres which are freely accessible and are enjoyed year round by residents and tourists. Cultural Facilities and Affairs The Greater Miami area has an extensive library system, several museums of art and history and art galleries. A new cultural center built by the County at a cost of $26.6 million opened in downtown Miami in 1984. The complex, designed by Philip Johnson, is composed of a library, fine arts center, and a historical museum. Symphonic and pop concerts are performed regularly. Five theaters draw plays and concerts from around the United States which appeal to all ages. Operas are performed by both C-9 3249/GAR55001/AB3 ► : ....r . N amateurs and professionals. full calendar of events. Educational Institutions fi) Resident dance companies offer a The public schools of the County provide educational facilities on primary and secondary levels. Public school enrollment, including both primary and secondary levels, since 1981 is as follows: School Enrollment Public School System Dade County Year Miami Total 1990 52,214 292,411 1989 50,757 275,233 1988 41,521 262,213 1987 36,994 244,734 1986 38,345 236,127 1985 37,093 227,906 1984 36,992 223,884 1983 35,394 223,948 1982 35,662 226,324 1981 36,430 233,886 Source: Dade County School Board Over 70,000 students are enrolled in the following colleges and universities located within the County or Greater Miami Area: Barry University Florida International University Florida Memorial College International Fine Arts College Miami Christian College Miami -Dade Community College St. Thomas University University of Miami Film Industry The Dade County film and television industry ranks third nationally behind New York and Los Angeles in its annual dollar volume of production expenditures. As estimated by the State of Florida, the total production expenditures for the State were $250 million in 1990 and the Greater Miami portion was estimated at approximately $150 million. C-10 3249/CAR55001/AB3 Agriculture The land area of Greater Miami includes large agricultural expanses on which limes, avocadoes, mangoes, tomatoes, and pole beans are grown for the fresh produce market. During the sunny and warm winter months, the mild climate enables these crops to be grown and harvested. Many of the vegetables are shipped to the northern United States during the winter. Exotic tropical fruits such as plantains, lychee fruit, papaya, sugar apples and persian limes grow in the area and cannot be grown anywhere else in the United States. Foreign Trade More than 71% of Florida's export trade and 52% of Florida's import trade flowed through the ports of the City during the fiscal year 1989/1990, according to the Center for Banking and Financial Institutions at Florida International University. Further stimulation in the investment climate has resulted from the implementation of the 12-year Caribbean Basin Initiative program, designed to boost the economics of 27 countries of Central America and the Caribbean islands. The Caribbean Basin Initiative program, which grants duty-free entry into the U.S. of material goods produced in the region, is also expected to bring greater economic stability to those countries. Trade offices have been established in South Florida by several countries, in addition to economic affairs conducted by the 37 foreign consultants located in the Greater Miami area. These trade offices include those established by Belgium, Chile, Colombia, the Dominican Republic, Guatamala, Fong Kong, Jamaica, Korea, Panama, Spain, the Philippines and Japan. Miami International Airport The County is the owner of five separate airports within its boundaries. The responsibilities for their operation are assigned to the Dade County Aviation Department. Miami International Airport (the "Airport") ranks 8th in the nation and loth in the world in the number of passengers using its facilities. It ranks 3rd in the nation and 5th in the world in the movements of domestic and international air cargo. The Airport's facilities include three runways, a 7,500 car parking complex, approximately two million square feet of warehouse and office space and maintenance shops. Approximately 40,000 individuals are employed at the Airport. In 1990, the Airport served 25.8 million passengers and handled 1.8 billion pounds of cargo. Statistics from 1981 are presented below: C-11 324q Ir.AR5"01 /AE3 Year Passengers (000's) Cargo (000's lbs.) 1990 25,837 1,815,374 1989 25,408 1,730,850 1988 24,224 1,429,944 1987 23,801 1,374,380 1986 21,357 1,200,270 1985 19,853 1,031,700 1984 19,328 1,130,184 1983 19,322 1,184,526 1982 19,388 1,246,700 1981 19,849 1,170,009 Source: Dade County Aviation Department Port of Miami The Port of Miami (the "Port") is owned by the County and is operated by the Dade County Seaport Department. From 1981 to 1990, the number of passengers sailing from the Port increased from 1,567,709 to 2,734,816, an increase of 74%. This increased growth highlights the Port's emergence as the world's leading cruise ship port. The Port specializes in unitized trailer and contained cargo handling concepts. The must effective use of equipment and the Port's convenient location combine to make the Port the nation's leading export port to the Western Hemisphere. From 1981 to 1990 the total cargo handled increased from approximately 2.7 million tons to over 3.5 million tons, an increase of 30%. The summary of the growth in revenues, passengers and cargo for previous years is presented below: Year Revenues Passengers Cargo (Tonnage) 1990 $25,736,465(1) 2,734,816 3,590,937 1989 30,035,859 3,100,055 3,206,417 1988 26,489,275 2,502,411 2,602,556 1987 19,933,917 2,633,041 2,425,937 1986 17,973,522 2,520,511 2,406,084 1985 17,135,048 2,326,685 2,333,026 1984 15,943,548 2,217,065 2,287,281 1983 14,201,008 2,002,654 2,305,645 1982 12,949,687 1,760,255 2,665,921 1981 12,468,522 1,567,709 2,757,374 Source: Dade County Seaport Department (1) Previous years data included Internal Revenue Service transfers. Actual revenue increased 7% over the prior year. C-12 3249/GAR55001/AH3 The following table indicates the distribution by age groups among the population of residents of the City and of the County. Age Group as a Percentage of Total Population 1980 - Miami Dade Age Group Num er Percentage Number Percentage 0-5 23,459 7% 113,544 7% 6-19 61,826 17 330,738 20 20-34 75,919 22 374,276 23 35-59 106,569 31 471,351 29 60-75 55,924 16 230,136 14 75+ 23,168 7 105,736 7 346,865 100% 1,625,781 100N Source: 1980 U.S. census of Population and Housing The 1990 data was not available as of the printing date of this report. Retail Sales Although the City contains 22 percent of the population of the County, almost half of the dollar volume of sales transactions for the County are reported in the City. The following table presents five years of taxable sales information for the City and the County. Taxable Sales ($ in thousands) Fiscal Year Miami Dade County Miami/Dade 1990 $ 8,614,429 18,207,737 47% 1989 $ 8,226,828 18,089,189 45% 1988(1) $ 8,708,354 18,401,045 47% 1987(1) $ 6,686,603 15,860,503 42% Source: Department of Revenue; State of Florida (1) Includes amounts received from the State of Florida tax on the sale of professional services which became effective in July. 1987 and was repealed in December, 1987. Employment 1986 $ 6,400,652 14,556,903 44% The tables below indicate the scope of employment throughout the City and the County. C-13 # _.... y_ ! i 0 3249/GARSS001/AH3 .T„... ..Aamw 0) Employed Persons by Industry Type 1980 Miami Percentage Dade County Percentage Agriculture, Forestry, Fishing Mining............ 11590 1% 14,850 2% Construction...... 11,150 7 44,560 6 Manufacturing..... 27,070 17 103,970 14 Transportation, Communication, Public Utilities.. 12,740 8 81,690 11 Wholesale Trade... 9,550 6 44,560 6 Retail Trade...... 27,070 17 133,670 18 Finance, Insurance, Real Estate....... 11,140 7 59,410 8 Business and Repair Services.......... 9,550 6 37,130 5 Personal Entertain- ment and Services. 15,920 10 51,980 7 Health Services... 12,740 8 59,410 8 Educational Services.......... 7,960 5 44,560 6 Other Professional Services.......... 6,370 4 37,130 5 _ Public Adminis- tration ........... 6,360 4 29,710 4 Total 159,210 100% 742,630 100% 5outce: 1980 Census of the Population and Housing. The 1990 data was not available as of the printing date of this report. Unemployment Rates Annual Average 1990 1989 1988 1987 1986 Miami 8.3% 7.9% 6.7% 7.2% 8.2% Dade County 6.7 6.4 5.4 5.8 6.7 U.S. 5.5 5.3 5.5 6.2 7.0 Source: United States Department of Labor. Bureau of Labor Statistics. Housing The U.S. Census figures for 1980 show that the median value of owner occupied housing was $47,517 which is an increase of 171% of the median value of $17,500 per owner occupied housing as outlined in the 1970 U.S. Census figures. C-14 3249/CAR55001/AB3 The following tables detail the characteristic of housing by units in the City and the County. Values of Owner Occupied Non -Condominium Housing Units 1980 1980 1990 Less than $25,000 3,690 11% 14,156 6% 25,000-39,999 8,283 25 43,732 18 40,000-49,999 6,326 19 39,978 17 50,000-79,999 11,012 33 81,130 35 80,000-99,999 1,682 5 21,211 9 100,000 and over 2,462 7 34,658 15 Total $33,457 100% $234,865 100% Median Value $ 47,517 $ 57,200 Source: 1980 U.S. Census of the Population and Housing. The 1990 data was not available as of the printing date of this report. Occupied Housing by Tenure 1970 Percentage 1980 Percentage Owner Occupied 43,158 36% 45,738 34% Renter Occupied 77,235 64 88,308 66 Total 120,393 100% 134,046 100% Source: 1970 and 1980 U.S. Census of the Population and Housing. The 1990 data was not available as of the printing date of this report. C-15 3249/CAR55001/AH3 Building Permits The dollar value of building permits issued in the City and in the unincorporated areas of the County since 1981 is as follows: Building Permits Issued ($ in thousands) City of Unincorporated Year Miami Dade County 1990 $237,039 $1,046,389 1989 308,941 2,731,505 1988 288,771 2,702,387 1987 238,513 1,190,493 1986 192,418 1,023,858 1985 322,785 864,862 1984 345,262 953,055 1983 299,941 903,706 1982 358,676 659,160 1981 532,205 901,676 Source: The City of Miami Department of Building and Zoning and Dade County Department of Building and Zoning. New residential construction in the City since 1981 has been estimated as follows: Year Number of Units 1990 973 1989 1,624 1988 212 1987 1,425 1986 801 1985 603 1984 1,018 1983 661 1982 1,753 1982 3,164 Source: The City of Miami Department of Building and Zoning. C-16 f j 3249/0ARS5001/AB3 1 U New residential construction in the City since 1981 has been estimated as follows: Year Number of Units 1990 973 1989 1,624 1988 212 1987 1,425 1986 801 1985 603 1984 1,018 1983 661 1962 1,753 1982 3,164 Source: The City of Miami Department of Building and Zoning. C-17 t} � ... 1'_► his 3249/CAR55001/AE3 El PRIVATE PLACEMENT AGREEMENT (To be submitted at a later date) EXHIBIT "C" TO: Honorable Mayor and Members of the City Commission City of Miami FROM: Clark Cook Executive Director Miami Parking System DATE: January 17, 1992 SUBJECT: Resolution to Issue Parking Revenue Bonds In order to replace various short-term variable rate obligations, with long-term fixed rate obligations• at the current interest rates, the Department of Off -Street Parking is requesting the City Commission to approve the following resolution at the February 13, 1992 meeting: "A Resolution of the City Commission of the City of Miami, providing for the issuance of the City's Parking System Revenue Bonds, Series 1992A in an aggregate principal amount not to exceed $5,500,000 for the purpose of refunding the City's subordinated Parking System Revenue Bonds, Series 1990 and the City's obligations under a participation agreement with the First Municipal Loan Council and the issuance of the City's Parking System Revenue Bonds, Series 1992E in the aggregate principal amount of $2,000,000 for the purpose of refunding the City's subordinated Parking System Revenue Bonds, Series 1986; providing for the issuance of said Bonds as additional Bonds on a parity with the City's Parking System Revenue Bonds, Series 1986; finding that the requirements for the issuance of additional bonds will be satisfied prior to the issuance of said bonds; providing the form of said bonds; awarding the sale of said Series 1992A Bonds to Howard Gary & Co., First Equity Corporation of Florida, Amerisecurities Capital Corp., Argyle Securities, and Guzman & Company on a negotiated basis; approving the sale of said Series 1992B Bonds to Northern Trust Bank of Florida, N. A., as Trustee in a private placement; establishing criteria for determining the interest 'rates, maturities, and redemption provisions for said Series 1992A and Series 1992B Bonds; 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 Series 1992A Bonds; approving the form of and authorizing the modification and execution of a private placement agreement relating to said series 1992E Bonds; Honorable Mayor and Members of the City Commission Re: Resolution to Issue Parking Revenue Bonds January 17, 1992 approving the form of a draft preliminary official statement pertaining to said Series 1992A 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 the trustee, bond registrar, authenticating agent and paying agent for said Bonds; authorizing certain officials of of the City to execute any documents or 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." 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:hm011792/2-3 cc: Cesar Odio A. Quinn Jones, III Rafael Diaz Harold J. Marlasa Richard Montalbano Robert Friedman Z