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HomeMy WebLinkAboutR-90-0324J-90-308 hj18/90 RESOT•UTION NO. 90_03;Z4 A RESOLUTION=OF THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $130000,000 AGGREGATE PRINCIPAL AMOUNT OF SPECIAL OBLIGATION REFUNDING BONDS OF THE CITY OF MIAMI, FLORIDA, FOR THE PURPOSE OF PAYING AT THEIR RESPECTIVE MATURITIES OR REDEEMING ALL OR A PORTION OF THE OUTSTANDING SPECIAL OBLIGATION BONDS, SERIES 1985, OF THE CITY, ISSUED PURSUANT TO ORDINANCE NO. 10014, AND PAYING THE COST OF ISSUANCE OF THE BONDS; PROVIDING FOR THE PAYMENT OF SUCH BONDS AND THE INTEREST THEREON FROM THE NET REVENUES OF THE OFF-STREET PARKING FACILITY REFINANCED FROM THE PROCEEDS OF THE SERIES 1985 BONDS AND CERTAIN DESIGNATED NON AD VALOREM REVENUE SOURCES OF THE CITY; DESCRIBING THE TERMS, SECURITY AND OTHER PROVISIONS OF THE BONDS; SETTING FORTH THE RIGHTS AND REMEDIES OF THE HOLDERS OF THE BONDS; PROVIDING CERTAIN OTHER DETAILS RELATING TO THE ISSUANCE OF SUCH BONDS, INCLUDING THEIR SALE THROUGH NEGOTIATION; APPROVING A PURCHASE CONTRACT; APPROVING AN ESCROW DEPOSIT AGREEMENT; APPROVING AND/OR RATIFYING AND CONFIRMING THE PREPARATION AND DISTRIBUTION OF A PRELIMINARY OFFICIAL STATE- MENT AND AN OFFICIAL STATEMENT; PROVIDING SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, under the authority granted by the Constitution and laws of the State of Florida, including Chapter 166, Florida Statutes, The City of Miami, Florida (the "City"), is authorized to issue revenue bonds payable from revenues derived from the capital facilities to be financed from sources other than ad valorem taxes on real or tangible personal property and that do not pledge the property, credit or general tax revenue of the City; and WHEREAS, the Commission of the City (the "City Commission") on July 9, 1981 duly passed and adopted Ordinance No. 9291 and on January 28, 1982 the City Commission duly passed and adopted Ordinance No. 9370, amending Ordinance No. 9291 (collectively, the "Initial Refunded Bond Ordinance") authorizing the issuance of revenue bonds for the purpose of paying the cost of acquiring and constructing an off-street parking facility in the Downtown Government Center in the City; and WHEREAS, pursuant to the Initial Refunded Bond Ordinance, the City has heretofore issued $10,400,000 aggregate principal amount of Parking Revenue Bonds (Additionally Secured by Non Ad Valorem Revenues) Series 1983. (the "Initial Refunded Bonds"); and WHEREAS, the City Commission on July 9, 1985 duly passed and adopted Ordinance No. 10014 (the "Refunded Bond Ordinance") authorizing the issuance of revenue bonds for the purpose of providing funds, together with any other available funds, (a) to provide for the payments at their maturities or on selected redemption dates of the Initial. Refunded Bonds, and (b) to pay the cost of issuance of such revenue bonds; and WHEREAS, pursuant to the Refunded Bond Ordinance, the City has heretofore issued $13,720,000 aggregate principal amount of Special 1/ For City Clerk reference, there are attachments to this Resolution. AT T�.'�"� CITy C01%,11IISSION MEET114C Or APR 26 1990 RLSOLUTION Nog Q'` E Obligation Bonds, Series 198E (the "Refunded Bonds"), of which $13,100,000 aggregate principal amount is presently outstanding; and WHEREAS, the City Commission has determined and does hereby determine that it is in the best interest of the City to authorize the issuance of not exceeding $13,000,000 aggregate principal amount of Special Obligation Refunding Bonds of The City of Miami, Florida, Series 1990 (the "Series 1990 Bonds" and together with any additional parity bonds hereafter issued and outstanding under this Ordinance, the "Bonds"), for the purpose of providing funds, together with any other available funds, (a) to provide for the payments at their maturities or on selected redemption dates of the Refunded Bonds and (b) to pay the cost of issuance of the Series 1990 Bonds, and that provision for the payment of the Refunded Bonds will effect significant savings in debt service; and WHEREAS, the City Commission has determined and does hereby determine that due to the unsettled condition of the municipal bond market and to the current trend of fluctuating interest rates on bonds of the type of the Bonds authorized herein, it is necessary to proceed as quickly as possible to issue the Series 1990 Bonds in order to avoid increased financing costs that will be detri- mental to the welfare of the City and its people; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: -2- 90- 0324 TABLE OF C0NTENTS page ARTICLE I Definitions Section 101. Meaning of Words and Terms . . . . . . . 7 Section 102. Construction . . . . . . . . . . . . . . . 16 ARTICLE II Form, Execution, Delivery and Registration of Bonds Section 201. Issuance of Bonds . . . . . . . . . . . . 17 Section 202. Details of Bonds . . . . . . . . . . . . 17 Section 203. Execution and Form of Bonds . . . . . . . 19 Section 204. Registration of Bonds . . . . . . . . 35 Section 205. Disposition of Obligations Paid or Replaced . . . . . . . . . . . . . . . 36 Section 206. Negotiability . . . . . . . . . . . . . . 37 Section 207. Issuance of Bonds . . 37 Section 208. Additional Parity Bonds . 38 Section 209. Temporary Bonds . . . . . . . . . . . . . 41 Section 210. Mutilated, Destroyed or Lost Bonds . . . . . . . . . 41 Section 211. Qualification for The Depository Trust Company. . . . . . . . . . . . . . 42 ARTICLE III Redemption of Bonds Section 301. Redemption Generally. . . . . . . . . . . 43 Section 302. Redemption Notice . . . . . . . . . . . . 43 Section 303. Effect of Calling for Redemp- tion . . . . . . . . . 43 Section 304. Cancellation . . . . 44 Section 305. Bonds Called for Redemption or Payment Provided Therefor Not Outstanding . . . . . . . . . . . . . . . 44 ARTICLE IV Title to Property Section 401. Title to Properties Acquired . . . . . . 45 ARTICLE V Revenues and Funds Section 501. Rate Covenant. . . . . . . . . . . . . . 46 Section 502. Annual Budget . . . . . . . . . . . . . . 47 Section 503. Revenue Fund . . . 47 Section 504. Sinking and Other Funds 47 Section 505. Payment of Current Expenses . . . . . . . 49 Section 506. Application of Moneys in Band. Service Account . . . . . . . . . . . . . 49 _3_ 90 324 2 Section 507. Application of Moneys in Redemp- tion Account . . . . . . . . . . . . . . 49 Section 508. Application of Moneys in Reserve Account. . . . . . . . . . . . . . . . . 50 Section 509. Application of Designated Revenues . . . . . . . . . . . . . . . . 51 Section 510. Application of Moneys in the General Reserve Fund . . . . . . . . . 52 Section 511. Application of Moneys in Sinking Fund . . . . . . . . . . . . . . . . 53 Section 512. Moneys Held in Trust . . . . . . . . . . 53 Section 513. Cancellation of Bonds . . . . . . . . . . 53 ARTICLE VI Depositaries of Moneys, Security for Deposits and Investment of Funds Section 601. Security for Deposits. . . . . . . . . . 54 Sec•%* -.ion 602. Investment of Moneys . . . . . . . . . . 54 ARTICLE VII Particular Covenants Section 701. Payment of Principal, Interest and Premium . . . . . . . . . . . . . . . 56 Section 702. Covenant Against Encumbrance . . . . . . 56 Section 703. Retention of the Operational Agency . . . . . . . . . . . . . 56 Section 704. Employment of Consulting Engineers . . . . . . . . . . . . . . 57 Section 705. Employment of Facility Con- sultant . . . . . . . . . . . . . . . . . 57 Section 706. Employment of Accountant . . . . . . . . 57 Section 707. Insurance . . . . . . . . . . . . . . . . 57 Section 708. Use of Revenues . 58 Section 709. Records, Accounts and Audits 58 Section 710. Enforcement of Collections . . . . . . . 60 Section 711. No Sale or Mortgage of Project 60 ARTICLE VIII Remedies Section 801. Extension of Interest Payment. . . . . . 63 Section 802. Events of Default . . . . . . . . . . 63 Section 803. Acceleration of Maturities . . . . . . . 64 Section 804. Enforcement of Remedies . . . . . . . . . 65 Section 805. Pro Rata Application of Funds . . . . . . 65 Section 806. Effect of Discontinuance of Proceedings . . . . . . . . . . 67 Section 807. Restriction on Individual Bond- holder Actions . . . . . . . . . . . . . 67 Section 808. No Remedy Exclusive . . . . . . . . . . . 67 Section 809. Delay Not a Waiver . . . . . . . . . . . 67 Section 810. Right to Enforce Payment of Bonds . . . . . . . . . . . . . . . . . . 68 -4- 90--0324 ARTICLE IX Execution of Instruments by Bondholders =_ and Proof of Ownership of Bonds = Section 901. Execution of Instruments by Bond- holders and Proof of ownership of Bonds . . . . . . . . . . . . . . . . . . 69 ARTICLE x Supplemental Resolutions Section 1001. Supplemental Resolutions Without Bondholders' Consent. . . . . . . . . 70 Section 1002. Supplemental Resolutions with Bondholders' Consent . . . . . . . . . . 71 Section 1003. Supplemental Resolutions Part of Resolution . . . . . . . . . . . . . . . 72 ARTICLE %I Defeasance Section. 1101. Discharge and Satisfaction of Bonds. 73 AR`IICLE BII Concerning the Fiscal Agent Section 1201. Appointment of Fiscal Agent. . . . . . . 76 Section 1202. No Obligation to Institute or Defend Suit Without Indemnifica- tion . . . . . . . . . . . . . . . 76 Section 1203. No Liability for Failure to Make Collections or Deposits . . . . . . . . . 76 Section 1204. Fees and Expenses . . . . . . . . . . . 76 Section 1205. Reliance on Certificates or Reports . . . . . . . . . . . . . . . . . 76 Section 1206. Right To Deal In Bonds . . . . . . . . . 77 Section 1207, City's Representations; No Representations of Fiscal Agent . . . . . 77 Section 1208. No Liability of Fiscal Agent . . . . . . 77 Section 1209. Resignation of Fiscal Agent . . . . . . . 77 Section 1210. Removal of Fiscal Agent . . . . . . . . . 78 Section 1211. Vacancy of Office of Fiscal Agent . . . . . . . . . . . . . . . . . . 78 Section 1212. Successor Fiscal Agent . . . . . . . . . 78 Section 1213. Access to Facility . . . . . . . . . . . 79 ARTICLE XIII Bale of Series 1990 Bonds Section 1301. Details of the Series 1990 Bonds. . . . . 80 Section 1302. Purchase Contract Approved . . . . . . . 80 Section 1303. Escrow Deposit Agreement Approved; Appointment of Escrow Agent. . . . . . . 81 -5- 90324 Section 1304. Preliminary Official Statement Ratified . . . . . . . . . . . . . . . . . 81 Section 1305. Official Statement Approved . . . . . . . 81 Section 1306. Further Official Action. . . . . . . . . 82 Section 1307. Negotiated Sale . . . . . . . . . . . . . 82 PARTICLE XIV Miscellaneous Provisions Section 1401. Effect of Covenants. . . . . . . . . . . Section 1402. Manner of Giving Notice . . . . . . . . . Section 1403. Successorship of Paying Agents . . . . . Section 1404. Successorship of Officers . . . . . . . Section 1405. Substitute Publication and Mailing . . . . . . . . . . . . . Section 1406. Inconsistent Resolutions . . . . . . . . Section 1407. Further Acts . . . . . . . . . . . . . . Section 1408. Headings Not Part of Resolu- tions . . . . . . . Section 1409. City and Bondholders Alone Have Rights Under Resolution . . . . . . . . . Section 1410. Effect of Partial Invalidity . . . . . . Section 1411. Resolution Effective . . . . . . . . . . Section 1412. Rights of MBIA . . . . . . . . . . . . Schedule A Exhibit A Exhibit B Exhibit C Special Conditions for Refunding . . . Form of Purchase Conract Relating to the Series 1990 Bonds . . Form of Escrow Deposit Agreement Relating to the Series 1990 Bonds Form of Preliminary Official Statement Relating to the Series 1990 Bonds . Z 83 83 83 84 84 84 84 84 84 85 85 85 SA-1 C-1 ,0-0324 IM ARTICLE I Definitions Section 101. Meaning of Words and Terms. In addition to words and terms elsewhere defined in this Resolution, the follow- ing words and terms as used in this Resolution shall have the following meanings, unless some other meaning is plainly intended: "Accountant" shall mean the certified public accountants or firm of certified public accountants employed by the City under the provisions of Section 706 of this Resolution to perform and carry out the duties imposed on the Accountant by this Resolution. "Accreted Value" shall mean, as of any date of computation with respect to any Capital Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation Bond (the prin- cipal amount at its initial offering) plus the interest accrued on such Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the Valuation Date next preceding the date of computation or the date of computation if a Valuation Date, such interest to accrue at a rate not exceeding the legal rate as set forth herein or in the resolution of the City Commis- sion providing for the issuance of such Bonds, compounded periodi- cally, plus, with respect to matters related to the payment upon redemption or acceleration of the Capital Appreciation Bonds, if such date of computation shall not be a Valuation Date, a portion of the difference between the Accreted Value as of the immediately preceding Valuation Date (or the date of original issuance if the date of computation is prior to the first valuation Date succeed- ing the date of original issuance) and the Accreted Value as of the immediately succeeding Valuation Date, calculated based on the assumption that Accreted Value accrues in equal daily amounts on the basis of a year of twelve 30-day months. "Amortization Requirements" shall mean, with respect to Term Bonds for any Fiscal Year, the respective amounts that are re- quired in each Fiscal Year for redeeming and paying at maturity such Term Bonds, all as fixed pursuant to the requirements of this = Resolution for the Series 1990 Bonds or, with respect to any other Bonds, by or pursuant to the requirements of a resolution of the City Commission adopted prior to the sale of such Term, Bonds. The Amortization Requirements for the Term Bonds shall begin in the Fiscal Year determined pursuant to the requirements of this Resolution for the Series 1990 Bonds or, with respect to any other Bonds, by or pursuant to the requirements of a resolution of the City Commission adopted prior to the sale of such Term Bonds and shall end not later than the Fiscal Year immediately preceding the Fiscal Year in which such Term Bonds are stated to mature. if during any Fiscal Year the total principal amount of Term Bonds retired by purchase or redemption or called for redemption under the provisions of Section 507 of this Resolution shall be in excess of the Amortization Requirements for the Term Bonds for such Fiscal Year, then at the close of such Fiscal Year the amount of the Amortization Requirements for the Term Bonds shall be reduced for any subsequent Fiscal Year or Fiscal Years in amounts aggregating the amount of such excess as shall be determined by the City Manager or the Director of Finance. If during any Fiscal Year the total principal amount of Term Bonds retired by purchase or redemption or called for redemption under the provisions of -7- 90-0324 0 Section 507 of this Resolution shall he less than the amount of the Amortization Requirement for the Term Bonds for such Fiscal. Year, then at the close of such Fiscal Year the amount of the Amortization Requirements for the Term Bonds for the next succeed- ing Fiscal Year shall be increased by the amount of the excess of such deficiency over the amount then held to the credit of the Redemption Account. ".Appreciated Value" si computation with respect to Bond up to the Interest Cc pursuant to the requirement Commission providing for the equal to the principal amount at its initial offering) plus Appreciation and Income Bond original purchasers thereof t the date of computation or th Date, such interest to accru, rate as set forth herein all mean (i) as of any date of my Capital Appreciation and Income mmencement Date established in or s of the resolution of the City issuance of such Bond, an amount of such Bond (the principal amount the interest accrued on such Capital from the date of delivery to the o the Valuation Date next preceding date of computation if a Valuation at a rate not exceeding the legal �r in the resolution of the City Commission providing for the issuance of such Bonds, compounded periodically, plus, with respect to the payment upon redemption or acceleration of the Capital Appreciation and Income Bonds, if such date of computation shall not be a Valuation Date, a portion of the difference between the Appreciated Value as of the immediately preceding Valuation Date (or the date of original issuance if the date of computation is prior to the first Valuation Date succeeding the date of original issuance) and the Appreciated Value as of the immediately succeeding Valuation Date calculated based upon an assumption that Appreciated Value accrues in equal daily amounts on the basis of a year of twelve 30-day months and (ii) as of any date of computation on and after the Interest Commencement Date, the Appreciated Value on the Interest Commence- ment Date. "Bond Registrar" shall mean the bank or trust company, either within or without the State of Florida, at the time serving as such under this Resolution, whether the original or a successor Bond Registrar. "Bonds" shall mean collectively the Bonds issued under the provisions of Article II of this Resolution. "Bondholders" shall mean the registered owners of the Bonds as their names appear on the registration books of the City main- tained by the Bond Registrar. "Bond Service Account" shall mean the Bond Service Account, a special account created and designated by Section 504 of this Resolution. "Capital Appreciation Bonds" shall mean any Bonds issued under this Resolution as to which interest: is compounded peri- odically on each of the applicable Valuation Dates designated for compounding and payable in an amount equal to the then current Accreted Value only at the maturity, earlier redemption or other payment date therefor, all as so designated pursuant to this Resolution, with respect to the Series 1990 Bonds, or by or pur- suant to subsequent proceedings of the City Commission relating to the issuance of any other Bonds, and which may be either Serial Bonds or Term Bonds. MM g4- 0324 "Capital Appreciation and Income Bonds" shall mean any Bonds issued under this Resolution as to which accruing interest is not paid prior to the Interest Commencement Date specified in the resolution authorizing such Bonds and the Appreciated Value for such Bonds is compounded periodically on certain Valuation Dates prior to the Interest Commencement Date for such series of Capital Appreciation and Income Bonds, all as so designated by or pursuant to subsequent proceedings of the City Commission relating to the issuance thereof, and which may be either Serial Bonds or Term Bonds. "City" shall mean The City of Miami, Florida, a municipal corporation organized and existing under the laws of Florida. "City Attorney" shall mean the City Attorney of. the City or the officer succeeding to his principal functions. "City Clerk" shall mean the City Clerk or any Deputy Clerk of the City or the officer succeeding to his principal functions. "City Commission" shall mean the City Commission of The City of Miami, Florida, or the board or body succeeding to its prin- cipal functions. "City Manager" shall mean the City Manager of the City or his designee or the officer succeeding to his principal functions. "Consulting Engineers" shall mean the engineer or engineering firm or corporation at the time employed by the City under the provisions of Section 704 of this Resolution to perform and carry out the duties imposed on the Consulting Engineers by this Resolution. "Cast", as applied to the Facility and to any other project financed in whole or in part from the proceeds of Bonds, shall mean the cost of acquisition and construction and all obligations and expenses and, without intending thereby to limit or restrict any proper definition of such word under the laws of the State of Florida, all items of cost that are set forth in Section 401 of this Resolution. "Current Expenses" shall mean the City's reasonable and necessary current expenses of maintenance, repair and operation of the Facility and any other project financed in whole or in part from the proceeds of Bonds and shall include, without limiting the generality of the foregoing, all ordinary and usual expenses of maintenance and repair, including expenses not annually recurring, all City administrative expenses and any reasonable charges for pension or retirement funds properly chargeable to the Facility or any such other project, insurance premiums, engineering expenses relating to maintenance, repair and operation, fees and expenses of Paying Agents and the Bond Registrar, legal expenses, any taxes that may be lawfully imposed on the Facility or its income or operations and reserves for such taxes, management fees, and any other expenses required to be paid by the City under the provi- sions of this Resolution or by law with respect to the Facility or any such other project all in accordance with the accrual method of accounting but shall not include any reserves for extraordinary maintenance or repair, or any allowance for depreciation, any 90-Q324 0 amortization charges, or any deposits or transfers to the ct-edi.t of the Sinking Fund and. the General Reserve Fund. "Daily Newspaper" shall mean a newspaper published in the English language on at least five (5) business days in each calen- dar week. "Defeasance obligations" shall mean (i) direct general obli- gations of, or obligations the payment of principal of and inter- est on which is unconditionally guaranteed by, the United States of America; (ii) evidences of indebtedness issued by an agency or instrumentality of the United States of America created by an act of Congress; provided that the obligations of such agency or instrumentality are unconditionally guaranteed by the United States of America or by another agency or instrumentality whose obligations are unconditionally guaranteed by the United States of America; (iii) evidences of indebtedness issued by Federal National Mortgage Association; (iv) evidences of ownership of proportionate interests in future interest and principal payments on specified obligations described above and held by a bank or trust company as custodian, under which the owner of the invest- ment is the real party in interest and has the right to proceed directly and individually against the obligor or the underlying obligations described above, and which underlying obligations are not available to satisfy any claim of the custodian or any person claiming through the custodian or to whom the custodian may be obligated; and (v) obligations of any state of the United States of America or any political subdivision thereof or any agency or instrumentality of any state or political subdivision which shall be rated in the highest rating category by either Moody's Investors Service, Inc. or Standard and Foor's Corporation. "Depositary" shall mean any bank or trust company duly auth- orized by law to engage in the banking business and qualified to hold municipal funds under the laws of the State of Florida. "Designated Revenues" shall mean the non ad valorem tax revenue sources available to the City consisting of the utility service taxes collected by or on behalf of the City from the sale of water in each Fiscal Year pursuant to Section 166.231, Florida Statutes, as amended, or any successor provision thereto. "Director of Finance" shall mean the Director of Finance of the City or the officer succeeding to his principal functions. "Escrow Agent" shall mean NCNB National Bank of Florida, as Escrow Agent under the Escrow Deposit Agreement, and any successor thereto. "Escrow Deposit Agreement" shall mean the Escrow Deposit Agreement between the City and the Escrow Agent, pursuant to which a portion of the proceeds of the Series 1990 Bonds shall be held, invested and applied by the Escrow Agent as provided in this Resolution and the Escrow Deposit Agreement. "Facility" shall mean the off-street parking facilities refinanced with the proceeds of the Refunded Bonds in the Downtown Government Center in the City, together with such land, struc- tures, equipment and appurtenances necessary or desirable in connection with the ownership and operation of such facilities, -10- 90 -0324 all as described in plans and specifications on file in the office of the City Manager. "Facility Consultant" shall. mean the firm or corporation or person employed by the City and/or the Operational Agency under the provisions of Section 705 of this Resolution to carry out the duties imposed upon the Facility Consultant by this Resolution. "Fiscal Agent" shall mean, with respect to the Series 1990 Bonds, NCNB National Bank of Florida, hereby designated by the City Commission to perform the functions as Fiscal Agent for the Series 1990 Bonds as are required by this Resolution, and any bank or trust company within or without the State of Florida which shall succeed to such functions. Such Fiscal Agent shall be the Bond Registrar and Paying Agent for the Series 1990 Bonds. "Fiscal Agent" shall mean, with respect to any other Bonds, the bank or trust company either within or without the State of Florida designated as such by the City Commission to perform the functions as Fiscal Agent for such Bonds as are required by this Resolution and any bank or trust company within or without the State of Florida which shall succeed to such functions. Such Fiscal Agent may be a Bond Registrar and Paying Agent for such Bonds. "Fiscal Year" shall mean the period commencing on the first day of October and ending on the last day of September of the following year as the same may be amended from time to time to conform to the fiscal year of the City. "General Reserve Fund" shall mean the Miami Special Obliga- tion Parking Facility General Reserve Fund, a special fund created and designated by Section 504 of this Resolution. "Interest Commencement Date" shall mean, with respect to any particular Capital Appreciation and Income Bonds, the date speci- fied herein or in the resolution providing for the issuance of such Bonds, (which date must be prior to the maturity date for such Bonds) after which interest accruing on such Bonds shall be payable semi-annually or otherwise on a periodic basis prior to maturity, with the first such payment date being the applicable interest payment date immediately succeeding such Interest Commen- cement Date. "Investment Obligations" shall mean, to the extent permitted by law, (i) Defeasance Obligations, (i.i) Bonds, debentures or notes issued by any of the following Federal agencies: Banks for Cooperatives, Federal Intermediate Credit Banks, Federal Home Loan Banks, Export -Import Bank of the United States, Government National Mortgage Association, Federal Land Banks, or the Federal National Mortgage Association (including participation certificates issued by such Association), (iii) all other obliga- tions issued or unconditionally guaranteed as to principal and interest by an agency or person controlled or supervised by and acting as an instrumentality of the United States Government pursuant to authority granted by the Congress, (iv) repurchase agreements with reputable financial institutions fully secured by Defeasance Obligations held by a third party and, continuously having a market value at least equal to the amount so invested subject to the foregoing being permitted investments of municipal funds under Florida law, (v) Time Deposits, secured by the fore- -11- =i s777777� 0 324 going and (vi) any ether permitted investments of municipal, funds under Florida law. "Maximum Annual Debt Service" shall mean, at any time and with respect to all of the Bonds or any particular series of Bonds (as appropriate), the greatest Principal and Interest Requirement in the then current or any succeeding Fiscal Year. With respect to amounts required to be on deposit in the Reserve Account, "Maximum Annual Debt Service" shall have the meaning set forth immediately above, unless, in the opinion of nationally recognized bond counsel, satisfaction by the City of such requirement will cause interest on any of the Bonds to be includible in gross income for federal income tax purposes, in which event, "Maximum Annual Debt Service" shall mean such lesser maximum amount as will not cause such result. "Mayor" shall mean the Mayor of the City or the officer or designee succeeding to his principal functions. "MBIA" shall mean Municipal Bond Investors Assurance Cor- poration, the issuer of a new issue municipal bond insurance policy with respect to the Series 1990 Bonds. "Net Revenues" for any particular period shall mean the amount of the excess of the Revenues for such period over the Current Expenses for such period. "Operational Agency" shall mean the Department of Off -Street Parking of the City established by the Charter of The City of Miami and any successor thereto. "Outstanding" shall mean, when used with respect to the Bonds, all Bonds theretofore delivered except: (a) Bonds paid or redeemed or delivered to or acquired by the City Commission for cancellation; and (b) Bonds deemed to have been paid in accordance with Section 305 or Section 1101 of this Resolution. Any Capital Appreciation Bonds shall be deemed to be out- standing to the extent of its Accreted Value. Any Capital Appre- ciation and Income Bond shall be deemed to be Outstanding to the extent of its Appreciated Value. "Paying Agents" shall mean for any series of Bonds the banks or trust companies at which the principal of and the premium, if any, on the Bonds shall be payable. "Principal and Interest Requirements" shall mean the respec- tive amounts that are required in each Fiscal Year to provide: (a) for paying the interest on all such Bonds then Outstanding which is payable on May 15 and on November 15 in such Fiscal Year, and (b) for paying the principal of all Serial Bonds then Outstanding which is payable on November 15 in such Fiscal Year, and -12 - 90--0324 (c) the Amortization Requirements, if any, for all Term Bonds then Outstanding for such Fiscal Year. If the principal payment dates for any Bonds are other than or in addition to November 15 and/or if the interest payment dates are other than or in addition to May 15 and November 1.5 or if interest is not payable at a single numerical rate for the entire term of such Bonds, then "Principal and Interest Requirements" shall have the appropriate meaning assigned thereto in a sup- plemental resolution adopted prior to the issuance of such Bonds. In determining the amount of Principal and Interest Require- ments for any Fiscal Year, the following rules shall apply: (i) with respect to Variable Rate Bonds, the interest rate shall be assumed to be the average rate of interest for all Variable Rate Bonds for the prior Fiscal Year or portion thereof or if there were no Variable Rate Bonds Outstanding during such prior Fiscal Year, then the initial rate of interest of such Variable Rate Bonds; "average rate" shall mean the rate determined by dividing the total annualized amount of interest paid on Variable Rate Bonds in any Fiscal Year or portion thereof by the average principal amount of Variable Rate Bonds Outstanding during such Fiscal Year or portion thereof; (ii) with respect to Put Bonds, Principal and Interest Requirements shall not include the principal amount of such Put Bonds payable upon exercise by the holders thereof of the option to tender such Bonds for purchase to the extent and for so long as a liquidity facility shall be in full force and effect with respect to such Put Bonds but shall include the regularly scheduled principal payments on such Put Bonds, either upon payment at maturity or redemption in satisfaction of the Amortization Requirements for such Put Bonds; provided, however, that during any period of time after the issuer of such liquidity facility has advanced funds thereunder and before such amount is repaid, Principal and Interest Requirements shall include the principal amount so advanced and interest thereon, in accordance with the principal repayment schedule and interest rate or rates specified in the reimbursement agreement or similar agreement relating to such liquidity facility; (iii) with respect to Capital Appreciation Bonds, the principal and interest portions of the Accreted Value becoming due at maturity or by virtue of an Amortization Requirement shall be included in the calculations of accrued and unpaid Principal and Interest Requirements; and (iv) with respect to Capital Appreciation and Income Bonds, the principal and interest portion of the Appreciated Value becoming due at maturity or by virtue of an Amortization Requirement shall be included in the calcula- tions of accrued and unpaid Principal and Interest Require- ments. "Put Bonds" shall mean the Bonds which by their terms may be tendered by and at the option of the owner thereof for payment by the City prior to the stated maturity thereof. -13- 90- 0324 "Redemption Account" shall mean the Redemption Account, a special account created and designated by Section 504 of this Resolution. "Record Date" shall mean, with respect to the Series 1990 Bonds, the first calendar day of the month (whether or not a business day) of any interest payment date and, with respect to any other Bonds, such record date as may be established by or pursuant to the requirements of the resolution authorizing the issuance of such Bonds. "Refunded Bond Ordinance" shall mean Ordinance No. 10014 duly passed and adopted by the City Commission on July 9, 19€35. "Refunded Bonds" shall mean the presently outstanding $13,100,000 Special Obligation Bonds, Series 1985, of the City. "Reserve Account" shall mean the Reserve Account, a special account created and designated by Section 504 of this Resolution. "Reserve Account Credit Facility" shall mean the irrevocable letter of credit, insurance policy, surety bond or other accep- table evidence of insurance, if any, deposited in the Reserve Account in lieu of or in partial substitution for cash or secur- ities on deposit therein. The issuer providing such Reserve Account Credit Facility shall be, in the case of a letter of credit, a banking association, bank or trust company or branch thereof, or, in the case of an insurance policy, surety bond or other acceptable evidence of insurance, a municipal bond insurer, in either case rated, at the time of deposit into the Reserve Account, in any of the three highest rating categories of either Moody's Investors Service, Inc. or any successors thereto or Standard and Poor's Corporation or any successors thereto, and, if other than MBIA, previously approved in writing by MBIA. "Reserve Account Deposit Requirement" shall mean, in each successive month beginning with the month following any month in which any amount shall have been withdrawn from the Reserve Account until the deficiency created by such withdrawal is made up, an amount equal to the greater of (i) one -twelfth (1/12) of such deficiency, or such lesser amount as shall be necessary to make the amount on deposit in the Reserve Account equal to the Reserve Account Requirement, or (ii) any balance remaining after the deposits under clauses (a) and (b) of Section 504 hereof have been made, or such lesser amount as shall be necessary to make the amount on deposit in the Reserve Account equal to the Reserve Account Requirement. If a Reserve Account Credit Facility is on deposit in the Reserve Account with respect to any Bonds, the Reserve Account Deposit Requirement shall mean, in each successive month beginning with the month following any month in which a draw has been made on the Reserve Account Credit Facility until any deficiency created by any failure or inability to reinstate the full amount of the Reserve Account Credit Facility is made up, an amount equal to the greater of (i) one -twelfth (1/12) of such deficiency, or such lesser amount as shall be necessary to make the amount on deposit in the Reserve Account equal to the Reserve Account Requirement, or (ii) any balance remaining after the deposits under clauses (a) and (b) of Section 504 hereof have been made, or such lesser amount as shall be necessary to make the -14- 90- 0324 amount on deposit in the Reserve Account equal to the Reserve Account Requirement. "Reserve Account Requirement" shall mean the Maximum Annual Debt Service on account of the Bonds issued and then Outstanding under the provisions of this Resolution in the current or any subsequent Fiscal Year. The Reserve Account Requirement may be satisfied with cash and/or securities on deposit in the Reserve Account in the amount of the Reserve Account Requirement, with a Reserve Account Credit Facility with a stated amount equal to the Reserve Account Requirement, or a combination of cash, securities and a Reserve Account Credit Facility in the amount of the Reserve Account Requirement. "Resolution" shall mean this Resolution as the same may be amended or supplemented from time to time in accordance with Article X hereof. "Revenue Fund" shall mean the Miami Special Obligation Park- ing Facility Revenue Fund, a special fund created and designated by Section 503 of this Resolution. "Revenues" shall mean all moneys, fees, charges and other income received by the City or accrued to the City in connection with or as a result of its ownership of the Facility or any addi- tional project financed in whole or in part from the proceeds of Bonds, including investment income from the moneys on deposit in the Reserve Account, the Sinking Fund and the General Reserve Fund and any proceeds of use and occupancy insurance on the Facility or any part thereof. "Serial Bonds" shall mean the Bonds that shall be stated to mature in annual installments. "Series 1990 Bonds" shall mean the Bonds issued in accordance with the provisions of Section 207 of this Resolution. "Sinking Fund" shall mean the Miami Special Obligation Park- ing Facility Interest and Sinking Fund, a special fund created and designated by Section 504 of this Resolution. "Tern; Bonds" shall mean the Bonds that shall be stated to mature on a single date and that are subject to Amortization Requirements. "Time Deposits" shall mean time deposits, certificates of deposit or similar arrangements with any bank or trust company that is a member of the Federal Deposit Insurance Corporation and any Federal or State of Florida savings and loan association that is a member of the Federal Savings and Loan Insurance Corporation and that are secured in the manner provided in Section 601 of this Resolution. "Valuation Date" shall mean (i) with respect to the Series 1990 Bonds which are Capital Appreciation Bonds, each May 15 and November 15, and with respect to any other Capital Appreciation Bonds, the date or dates set forth in the supplemental resolution authorizing such Bonds on which specific Accreted Values are assigned to the Capital Appreciation Bonds, and (ii) with respect to Capital Appreciation and Income Bonds, the date or dates set forth in the supplemental resolution authorizing such Bonds on -15- which specific Appreciated Values are assigned to the Capital Appreciation and Income Bonds. "Variable Rate Bonds" shall mean Bonds, which may be either Serial Bonds or Term Bonds, issued with a variable, adjustable, convertible or other similar rate which is not fixed in percentage for the entire term thereof at the date of issue. Section 102. Construction. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words "Bond", "owner", "holder" and "person" shall include the plural as well as the singular number, the word "person" shall mean any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unin- corporated organization or government or any agency or political subdivision thereof, and the word "owner" or "holder" or "bondholder" when used herein with respect to Bonds issued here- under shall mean the registered owner of Bonds at the time issued and outstanding hereunder. -16- 0-0324 1 ^_ ARTICLE II Form, Execution, Delivery and Registration of Bonds Section 201. Issuance of Bonds. For the purpose of providing funds, together with any other available funds, (i) to provide for the payment of the Refunded Bonds at their respective maturities and/or on selected redemption dates and (ii) to pay the cost of issuance of the Series 1990 Bonds, Bonds may be issued under and secured by this Ordinance subject to the conditions hereinafter provided in Section 207 of this Article. Bonds may also be issued under and secured by this Resolution, subject to the conditions hereinafter provided in Section 208 of this Article, for the purposes of paying the costs of any additional project hereinafter authorized by the City or refunding any 'Bonds heretofore issued under this Resolution. The principal of and the premium, if any, and the interest on all such Bonds shall be payable solely from the special fund hereinafter created and designated "Miami Special Obligation Parking Facility Interest and _ Sinking Fund", and all of the covenants, agreements and provisions of this Resolution shall be for the benefit and security of all and singular the present and future holders of the Bonds, without preference, priority or distinction as to lien or otherwise, except as otherwise hereinafter provided, of any one Bond over any other Bond by reason of priority in the issue, sale or negotiation = thereof, or otherwise. Section 202. Details of Bonds. The Bonds issued under the provisions of this Resolution shall be in fully registered form without coupons in the denomination of $5,000 or any integral multiple thereof, except for (i) Capital Appreciation Bonds, which may be initially issued in any denomination so long as their Accreted Value at maturity shall be $5, 000 or any integral multiple thereof and (ii) Capital Appreciation and Income Bonds, which may = be initially issued in any denomination so long as their Appre- ciated Value at the Interest Commencement Date shall be $5,000 or any integral multiple thereof; shall bear interest until their payment at a rate or rates not exceeding the maximum rate then permitted by law, such interest to the respective maturities of the Bonds being payable semi-annually on the fifteenth (15th) day of May and November in each year, commencing on November 15, 1990, except for (i) Capital Appreciation Bonds which shall bear interest as described under the defined term Accreted Value, payable only upon redemption, acceleration or maturity thereof and (ii) Capital Appreciation and Income Bonds which shall bear interest as described under the defined term Appreciated Value, payable on the amount due at maturity but only from and after the Interest Commencement Date (unless otherwise provided in or pursuant to a resolution of the City Commission adopted prior to the issuance of such Bonds); shall be dated; shall be stated to mature in annual installments on November 15 (unless otherwise provided in or pursuant to a resolution of the City Commission adopted prior to the issuance of such Bonds); and shall be subject to redemption prior to their respective maturities, all as hereinafter provided. The Bonds of each series issued under the provisions of this Article shall be designated "Special Obligation Bonds, Series 19 [insert year of issuance)" or "Special Obligation Refunding Bonds, Series 19_ [insert year of issuance)," as appropriate. -17- 90 -03 4 Unless otherwise provided herein or in the applicable supplemental resolution, each Bond in current interest form shall bear interest from the interest payment date next preceding the date on which it is authenticated unless it is (a) authenticated on an interest payment date, in which event it shall bear interest from such interest payment date, or (b) authenticated prior to the first interest payment date, in which event it shall bear interest from its date; provided, however, that if at the time of authen- tication of any Bond, interest is in default, such Bond shall bear interest from the date to which interest has been paid. Unless otherwise provided herein or in the applicable supplemental resolution, each Capital Appreciation Bond shall bear interest from its date of original issuance. Unless otherwise provided herein or in the applicable supplemental resolution, each Capital Appreciation and Income Bond prior to its initial interest payment date shall bear interest from its date of original issuance and, upon and after its initial interest payment date, shall bear interest from the interest payment date next preceding the date on which it is authenticated unless it is authenticated on an interest payment date, in which event it shall bear interest from such interest payment date. The principal of and premium, if any, and the interest on the Bonds in current interest form, the Accreted Value and redemption price of Capital Appreciation Bonds, and the Appreciated Value and redemption price of and, after the Interest Commencement Date, the interest on Capital Appreciation and Income Bonds shall be payable in any coin or currency of the United States of America which, at the respective dates of payment thereof, is legal tender for the payment of public and private debts. Interest on the Bonds in current interest form and on Capital Appreciation and Income Bonds after the Interest Commencement Date will be payable to the registered owners shown on the registration books of the City on the Record Date, by check or draft mailed to such registered owners by the Bond Registrar, irrespective of any transfer or exchange of any such Bond subsequent to such Record Date and prior to such interest payment date, unless the City defaults in the payment of interest due on such interest paymen"L date. In the event of any such default, such defaulted interest will be payable to the person in whose name such Bond is registered at the close of business on a special record date for the payment of such defaulted interest established by notice mailed by the Bond Registrar to the registered owners of such Bonds not less than 15 days preceding such special record date. Such notice shall be mailed to the person in whose name such Bonds are registered at the close of business on the fifth day preceding the date of mailing of such notice. The principal of and premium, if any, on the Bonds in current interest form, the Accreted Value and redemption price of Capital Appreciation Bonds, and the Appreciated Value and redemption price of Capital Appreciation and Income Bonds are payable upon presenta- tion and surrender of the Bonds at the principal corporate trust office of the Paying Agent. The Bonds issued 'hereunder may be Serial Bonds or Term Bonds and may be Variable Rate Bonds, Capital Appreciation Bonds, Capital Appreciation and Income Bonds, Put Bonds and such other types of Bonds as may be marketable from time to time, including, without limitation, taxable Bonds and Bonds issued in book -entry form, as O"FI-C 90--0a324 at th determined by subsequent proceedings of the City. Variable Rate Bonds may be issued hereunder only with the prior written consent of MBIA. Section 203. execution and Form of Bonds. The Bonds shall be executed in the name of the. City by the Mayor of the City, attested by the City Clerk and approved as to form and correctness by the City Attorney, and its corporate seal or a facsimile thereof shall be affixed thereto or reproduced thereon. The signatures of the Mayor and the City Clerk may be either manual or facsimile signatures imprinted or reproduced on the Bonds. The Bond Registrar's Certificate of Authentication shall appear on the Bonds, and no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution, unless such certificate shall have been duly and manually executed on such Bond. In case of any officer whose signature or a facsi- mile of whose signature shall appear on any Bonds shall cease to be such officer before the delivery of such Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery and also any Bond may bear the facsimile signa- ture of, or may be signed by, such persons as at the actual time of the execution of such Bond shall be the proper officers to exe- cute such Bond although at the date of such Bond such persons may not have been such officers. The text of Bonds in current interest form and of Capital Appreciation Bonds, together with the Bond Registrar's Certificate of Authentication to be endorsed therein, issued under the provisions of Section 207 or Section 208 of this Article and the provisions for registration shall be substantially in the following forms, with such appropriate variations, omissions and insertions as may be required or permitted by this Resolution, including but not limited to variations, omissions and insertions to reflect the terms and provisions relating to any Capital Appre- ciation and Income Bonds, Variable Rate Bonds, Put Bonds or any other form of Bond permitted to be issued pursuant to this Resolu- tion, or as may be necessary to comply with applicable laws, rules and regulations of the United States Government and the State of Florida in effect upon the issuance thereof: -19- No. RATE OF INTEREST [FORM OF SERIES 1990 CURRENT INTEREST BONDS) [TEXT OF BOND PACE] M United States of America State of Florida The City of Miami, Florida Special Obligation Refunding Bond Series 1990 REGISTERED OWNER: PRINCIPAL AMOUNT: MATURITY DATE DATE CUSIP f Z00P.1 I(NOW ALL PERSONS BY THESE PRESENTS, that The City of Miami, Florida (the "City"), a municipal corporation organized and exist- ing under the laws of the State of Florida, for value received, hereby promises to pay to the Registered Owner designated above, or registered assigns, solely from the special fund therefor as hereinafter mentioned, on the Maturity Date specified above, the Principal Amount shown above, upon the presentation and surrender hereof at the corporate trust office of NCNB National Bank of Florida, Tampa, Florida, as Paying Agent and Bond Registrar, and to pay solely from such special fund interest thereon from the interest payment date next preceding the date on which it is authenticated unless it is (a) authenticated on an interest payment date, in which event it shall bear interest from such interest payment date or (b) authenticated prior to the first interest payment date in which event it shall bear interest from its date; provided, however, that if at the time of authentication of this Bond, interest is in default, this Bond shall bear interest from the date to which interest has been paid, until payment of such sum, at the rate per annum set forth above, payable on November 15, 1990, and semiannually thereafter on May 15 and November 15 in each year, by check or draft mailed to the registered owner at his address as it appears, at the close of business on the first calendar day of the month (whether or not a business day) of the applicable interest payment date, on the registration books of the City kept by the Bond Registrar. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. This Bond shall not be deemed to constitute a debt of the City or a pledge of the faith and credit of the City, but shall be payable exclusively from the special fund provided therefor derived from revenues of the Facility (hereinafter defined) and, if required, from the revenues received by the City from certain designated non ad valorem tax revenue sources (tree "Designated Revenues"). The issuance of this Bond shall not directly or indirectly or contingently obligate the City to levy or to pledge -20- 9Q-03 G4 0 0 any form of taxation Revenues, and the owner power of taxation. whatever therefor, other than Designated of this Bond shall have no recourse to the All acts, conditions and things required by the Constitution and laws of the State of Florida and the ordinances and resolutions of the City to happen, exist and be performed precedent to and in the issuance of this Bond have happened, exist and have been per- formed as so required. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolu- tion hereinafter mentioned until the Certificate of Authentication hereon shall have been executed by the Bond Registrar. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF, AND SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS IF SET FORTH ON THIS SIDE. IN WITNESS WHEREOF, The City of Miami, Florida, has issued this Bond and has caused the same to be executed by the manual or facsimile signature of the Mayor of the City, and its corporate seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon and attested by the manual or facsimile signature of the City Clerk. [Seal] ATTEST: City Clerk -21- THE CITY OF MIAMI, FLORIDA Mayor APPROVED AS TO FORM AND CORRECTNESS City Attorney ,9 0 lJ324 U C] BOND REGISTRAR'S CERTIFXCATE or AUTHENTICATION This Bond is one of the Bonds of the issue described in the within -mentioned Resolution. Date of Authentication -22- As Bond Registrar By: Authorized Signature 90-0324 (TEXT OF BOND REVERSE] This Bond is one of a duly authorized series of Parking Revenue Bonds of the City known as "Special Obligation Refunding Bonds, Series 1990" (the "Series 1990 Bonds"), issued for the purpose of providing funds, together with any other available funds, for providing for the payment at maturity or on selected redemption dates, of the principal or redemption price of and interest on the City's outstanding $13,100,000 aggregate principal amount of Special Obligation Bonds, Series 1985 that were issued to refinance the cost of acquiring and constructing an off-street parking facility in the Downtown Government Center in the City (the "Facility"). All of the Bonds of this series are issued under and pursuant to a resolution (herein called the "Resolution") duly adopted by the City Commission on April 26, 1990, reference to which is hereby made for the provisions, among others, with respect to the custody and application of the proceeds of Bonds issued under the Resolution, the funds charged with and pledged to the payment of the principal of, and the premium, if any, and the interest on this Bond, the nature and extent of the security, the terms and conditions on which the Bonds are or may be issued, the rights, duties and obligations of the City under the Resolution and the rights of the owners of the Bonds, and by the acceptance of this Bond, the owner hereof assents to all the provisions of the Resolution. The Resolution provides for the issuance of additional parity Bonds, on a parity with the Bonds of this series, from time to time, under the conditions, limitations and restrictions therein set forth, for the purposes of paying the costs of any additional project hereinafter authorized by the City or refunding any of the Bonds theretofore issued under the Resolution. The Series 1990 Bonds, together with additional parity Bonds that may be issued and outstanding under the Resolution, are referred to herein as the "Bonds". This Bond is issued and the Resolution was adopted under and pursuant to the Constitution and laws of the State of Florida particularly Chapter 166, Florida Statutes, as amended. The Resolution provides for the fixing and charging by the City of rates and charges for the services of the Facility and any additional project for which rates and charges may be assessed that is financed in whole or in part from the proceeds of the Bonds, together with the Designated Revenues, sufficient to provide funds (a) to pay the costs of maintaining, repairing and operating the Facility and any additional project financed in whole or in part from the proceeds of the Bonds, (b) to pay the principal of and the interest on the Bonds, and (c) to maintain a reserve for such purposes. Pursuant to the Resolution, the City has deposited in the reserve account in lieu of cash and securities a reserve acco,lnt credit facility issued by The Izesolution also provides for the deposit of a sufficient amount of such revenues, over and above the amounts necessary to pay the cost of maintaining, repairing and operating the Facility, to the credit of a special fund, which fund is pledged to the extent set forth in the Resolution to the payment of the principal of, and premium, if any, and the interest on all Bonds issued under the Resolution. -23- 90- 0324 The Series 1990 Bonds consist of bonds that bear current interest (the "Current Interest Bonds") maturing in annual installments on November 15 in the years 19_ to _, inclusive (the "Current Interest Serial Bonds") and maturing on November 15, (the "Current Interest Term Bonds") and bonds that are in capital appreciation bond form (the "Capital Appreciation Bonds") maturing in annual installments on November 15 in the years 19 to , inclusive (the "Capital Appreciation Serial Bonds") and maturing on November 15, (the "Capital Appreciation Term Bonds") . This Bond may be transferred only upon the registration books of the City kept by the Bond Registrar under the Resolution, upon surrender hereof at the principal corporate trust office of the Bond Registrar with an assignment duly executed by the registered owner or such owner's duly authorized attorney or legal represen- tative in form and with guaranty of signature satisfactory to the Bond Registrar, but only in the manner, subject to the limitations and upon payment of a sum sufficient to cover any tax, fee or governmental charge, if any, that may be imposed in connection with any such registration of transfer, as provided in the Resolution, and upon surrender and cancellation of this Bond. Upon any such registration of transfer, there shall be executed in the name of the transferee, and the Bond Registrar shall authenticate and deliver, a new registered Bond or Bonds in the same aggregate principal amount and series, maturity and interest rate and of the authorized denominations as the surrendered Bond. In like manner, subject to such conditions and upon the payment of a sum sufficient to cover any tax, fee or governmental charge, if any, that may be imposed in connection with any such exchange, the registered owner of any Bond or Bonds may surrender the same (together with a written instrument of transfer in form and with guaranty of signature satisfactory to the Bond Registrar duly executed by the registered owner or such owner's duly authorized attorney or legal representative) in exchange for an equal aggregate principal amount of fully registered Bonds of the same series interest rate and maturity of any other authorized denominations. The Current Interest Serial Bonds at the time outstanding that mature after November 15, may be redeemed prior to their respective maturities, at the option of the City from any moneys that may be made available for such purpose, in whole or in part on any date (in inverse order of maturity and by lot within a maturity) not earlier than November 15, , at the following redemption prices (expressed as percentages of the principal amount being redeemed) plus accrued interest to the redemption date: Redemption Periods Redemption (Dates Inclusive) Prices November 15, through November 14, $ November 15, through November 14, November 15, through November 14, _ November 15, and thereafter -24- 90324 The Current Interest Term Bonds that mature on November. 15, are subject to mandatory redemption in part by the City by lot prior to their scheduled maturity from moneys in the Sinking Fund established under the Resolution in satisfaction of applicable Amortization Requirements (as defined in the Resolution) at a price equal to their principal amount on November 15 of the years and in the principal amounts set forth below: Principal Year Amount * Final Maturity The Capital Appreciation Serial Bonds at the time outstanding that mature after November 15, may be redeemed prior to their respective maturities, at the option of the City from any moneys that may be made available for such purpose, in whole or in part on any date (in inverse order of maturity and by lot within a maturity) not earlier than November 15, , at the following prices (expressed as percentages of the Accreted Value being redeemed at the redemption date): Redemption Periods Redemption (Dates Inclusive) Prices November 15, through November 14, % November 15, through November 14, November 15, through November 14, November 15, and thereafter The Capital Appreciation Term Bonds that mature on November 15, _ are subject to mandatory redemption in part by the City by lot prior to their scheduled maturity from moneys in the Sinking Fund established under the Resolution in satisfaction of applicable Amortization Requirements at a redemption price equal to their Accreted Value at the redemption date on November 15 of the years and in the original principal amounts and corresponding Accreted Values at the redemption date set forth below: Year a Final Maturity Original Principal Accreted Value at Amount _ Redemption Date Any such redemption, either in whole or in part, may be nade upon at least thirty (30) days' but not greater than 60 days' prior _25_ 90-0324 notice as provided in the Resolution, and shall be made in the manner and under the terms and conditions provided in the Resolu- tion. On the date designated for redemption, notice having been mailed and filed and moneys for payment of the redemption price being held by the Fiscal Agent under the Resolution, all as provided in the Resolution, the Bonds so called for redemption shall become and be due and payable at the redemption price pro- vided for redemption of such Bonds on such date, interest on such Bonds so called for redemption shall cease to accrue, such Bonds shall cease to be entitled to any lien, benefit or security under the Resolution, and the holders of registered owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. The owner of this Bond shall have no right to enforce the provisions of the Resolution, or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Resolution, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Resolution. Modifications or alternations of the Resolution or of any resolution supplemental thereto may be made only to the extent and in the circumstances permitted by the Resolution. In certain events, on the conditions, in the manner and with the effect set forth in the Resolution, the principal of all the Bonds then outstanding under the Resolution may become or may be declared due and payable before the stated maturities thereof, together with the interest accrued thereon. This Bond shall have all the qualities and incidents of a negotiable instrument under the laws of the State of Florida. The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable lawL or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIF MIN ACT - (Cust.) Custodian for (Minor) under Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used although not in the list above. -26- 90-03 4 A S S X G Ald'AIG NA FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to PLEASE INSERT NAME, ADDRESS AND SOCIAL SECURITY OF OTHER IDENTIFY- ING NUMBER OF ASSIGNEE the within Bond and does hereby irrevocably constitute and appoint the Bond Registrar as his agent to transfer the Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature guaranteed: (Bank, Trust Company or Firm) (Authorized Officer) -27- NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every partic- ular, without alteration or enlargement or any change whatever. ` 0-0324 LA No. [FORM OF SERIES 1990 CAPITAL APPRECIATION BONDS] [TEXT OF BOND FACE] United States of America State of Florida The City of Miami, Florida Special Obligation Refunding Bond Series 1990 ORIGINAL APPROXIMATE MATURITY PRINCIPAL ,MELD DATE AMOUNT REGISTERED OWNER: ACCRETED VALUE AT MATURITY: ORIGINAL PRINCIPAL AMOUNT PER $5,000 ACCRETED VALUE AT _ MATURITY PA J9 CUSIP DOLLARS KNOW ALL PERSONS BY THESE PRESENTS, that The City of Miami, Florida (the "City"), a municipal. corporation organized and exist- ing under the laws of the State of Florida, for value received, hereby promises to pay to the Registered Owner designated above, or registered assigns, solely from the special fund therefor as hereinafter mentioned, on the Maturity Date specified above, the Accreted Value at Maturity shown above or, upon earlier redemption or acceleration as set forth on the reverse side hereof, payment to be made at the Accreted Value as of the date of redemption or acceleration. The "Accreted Value" shall mean, as of any date of computation, an amount equal to the Original Principal Amount of this Bond plus the interest accrued hereon from the Date of this Bond to the Valuation Date next preceding the date of computation or the date of computation if a Valuation Date, plus, if such date of computation shall not be a Valuation Date, a portion of the difference between the Accreted Value as of the immediately preceding Date and the Accreted Value as of the immediately succeeding Valuation Date, calculated based on the assumption that Accreted Value accrues in equal daily amounts on the basis of a year of twelve 30-day months. The Accreted Value per $5,000 maturity amount of this Bond on each May 15 or November 15 is set forth in a table on the reverse hereof. The table should not be construed as a representation as to the market value of this Bond at any time in the future. Any payment of Accreted Value or redemption price shall be made only upon the presentation and surrender hereof at the corporate trust office of NCNB National Bank of Florida, Tampa, Florida, as Paying Agent and Bond _28_ 90-0324 Registrar. The Accreted Value or redemption price on this Bond is payable in lawful money of the United States of America. This Bond shall not be deemed to constitute a debt of the City or a pledge of the faith and credit of the City, but shall be payable exclusively from the special fund provided therefor derived from revenues of the Facility (hereinafter defined) and, if required, from the revenues received by the City from certain designated non ad valorem tax revenue sources (the "Designated Revenues"). The issuance of this Bond shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of taxation whatever therefor, other than Designated Revenues, and the owner of this Bond shall have no recourse to the power of taxation. All acts, conditions and things required by the Constitution and laws of the State of Florida and the ordinances and resolutions of the City to happen, exist and be performed precedent to and in the issuance of this Bond have happened, exist and have been performed as so required. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolu- tion hereinafter mentioned until the Certificate of Authentication hereon shall have been executed by the Bond Registrar. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF, AND SUCH FURTHER PROVISIONS SHALL, FOR ALL PURPOSES, HAVE THE SAME EFFECT AS IF SET FORTH ON THIS SIDE. IN WITNESS WHEREOF, The City of Miami, Florida, has issued this Bond and has caused the same to be executed by the manual or facsimile signature of the Mayor of the City, and its corporate seal or a facsimile thereof to be affixed, impressed, imprinted, lithographed or reproduced hereon and attested by the manual or facsimile signature of the City Clerk. (Seal] ATTEST: City Clerk -29- THE CITY OF MIAMI, FLORIDA Mayor APPROVED ,AS TO FORM AND CORRECTNESS City Attorney 90-0324 U El BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds of the issue described in the within -mentioned Resolution. Date of Authentication By -30- As Bond Registrar Authorized Signature 90- 0324 [TEXT.' OF BOND REVERSE] This Bond is one of a duly authorized series of Parking Revenue Bonds of the City known as "Special Obligation Refunding Bonds, Series 199011 (the "Series 1990 Bonds"), issued for the purpose of providing funds, together with any other available funds, for providing for the payment at maturity or on selected redemption dates, of the principal or redemption price of and interest on the City's outstanding $13,100,000 aggregate principal amount of Special Obligation Bonds, Series 1985, that were issued to refinance the cost of acquiring and constructing an off-street parking facility in the Downtown Government Center in the City (the "Facility"). All of the Bonds of this series are issued under and pursuant to a resolution (herein called the "Resolution") duly adopted by the City Commission on April 26, 1990, reference to which is hereby made for the provisions, among others, with respect to the custody and application of the proceeds of Bonds issued under the Resolution, the funds charged with and pledged to the payment of the Accreted Value or redemption price of this Bond, the nature and extent of the security, the terms and conditions on which the Bonds are or may be issued, the rights, duties and obligations of the City under the Resolution and the rights of the owners of the Bonds, and by the acceptance of this Bond, the owner hereof assents to all the provisions of the Resolution. The Resolution provides for the issuance of additional parity Bonds, on a parity with the Bonds of this series, from time to time, under the conditions, limitations and restrictions therein set forth, for the purposes of paying the costs of any additional project hereinafter authorized by the City or refunding any of the Bonds theretofore issued under the Resolution. The Series 1990 Bonds, together with additional parity Bonds that may be issued and outstanding under the Resolution, are referred to herein as the "Bonds 11. This Bond is issued and the Resolution was adopted under and pursuant to the Constitution and laws of the State of Florida particularly Chapter 166, Florida Statutes, as amended. The Resolution provides for the fixing and charging by the City of rates and charges for the services of the Facility and any additional project for which rates and charges may be assessed that is financed in whole or in part from the proceeds of the Bonds, together with the Designated Revenues, sufficient to provide funds (a) to pay the costs of maintaining, repairing and operating the Facility and any additional project financed in whole or in part from the proceeds of the Bonds, (b) to pay the principal of and the interest on the Bonds, and (c) to maintain a reserve for such purposes. Pursuant to the Resolution, the City has deposited in the reserve account in lieu of cash and securities a reserve account credit facility issued by �. The Resolution also provides for the deposit of a sufficient amount of such revenues, over and above the amounts necessary to pay the cost of maintaining, repairing and operating the Facility and any such additional project, to the credit of a special fund, which fund is pledged to the extent set forth in the Resolution to the payment of the principal of, and premium, if any, and the interest on all Bonds issued under the Resolution. -31- -90-0324 The Series 1990 Bonds consist of bonds that bear current interest (the "Current Interest Bonds") maturing in annual installments on November 15, in the years 19_ to _ , inclusive (the "Current Interest Serial Bonds") and maturing on November 15, (the "Current Interest Term Bonds") and bonds that are in capital appreciation bond form (the "Capital Appreciation Bonds") maturing in annual installments on November 15, in the years 19 to , inclusive (the "Capital Appreciation Serial Bonds") and maturing on November 15, (the "Capital Appreciation Term Bonds"). This Bond pays principal and accrued interest only at maturity or upon prior redemption or acceleration. For the purposes of (i) or, receiving payment of the redemption price if this Bond is redeemed prior to maturity, or (ii) receiving payment of this Bond if the principal of all Bonds is declared immediately due and payable following an event of default, as specified in the Resolution, or (iii) computing the amount of Bonds held by the registered owner of this Bond in giving to the City any notice, consent, request, or demand pursuant to the Resolution for any purpose whatsoever, or. (iv) computing the amount of Bonds to be redeemed and the selection of Bonds to be redeemed, the principal amount of this Bond shall be deemed, to be its Accreted Value. This Bond may be transferred only upon the registration books of the City kept by the Bond Registrar under the Resolution, upon surrender hereof at the principal corporate trust office of the Bond Registrar with an assignment duly executed by the registered owner or such owner's duly authorized attorney or legal represen- tative in form and with guaranty of signature satisfactory to the Bond Registrar, but only in the manner, subject to the limitations and upon payment of a sum sufficient to cover any tax, fee or governmental charge, if any, that may be imposed in connection with any such registration of transfer, as provided in the Resolution, and upon surrender and cancellation of this Bond. Upon any such registration of transfer, there shall be executed in the name of the transferee, and the Bond Registrar shall authenticate and deliver, a new registered Bond or Bonds in the same aggregate principal amount and series, maturity and interest rate and of the authorized denominations as the surrendered Bond. In like manner, subject to such conditions and upon the payment of a sum sufficient to cover any tax, fee or governmental charge, if any, that may be imposed in connection with any such exchange, the registered owner of any Bond or Bonds may surrender the same (together with a written instrument of transfer in form and with guaranty of signature satisfactory to the Bond Registrar duly executed by the registered owner or such owner's duly authorized attorney or legal representative) in exchange for an equal aggregate principal amount of fully registered Bonds of the same series interest rate and maturity of any other authorized denominations. The Current Interest Serial Bonds at the time outstanding that mature after November 15, may be redeemed prior to their respective maturities, at the option of the City from any moneys that may be made available for such purpose, in whole or in part on any date (in inverse order of maturity and by lot within a --32- 90-4324 L maturity) not earlier than November 15, , at the following redemption prices (expressed as percentages of the principal amount being redeemed) plus accrued interest to the redemption date: Redemption Periods Redemption (Dates Inclusive) Prices November 15, through November 14, November 15, through November 14, November 15, through November 14, November 15, and thereafter The Current Interest Term Bonds that mature on November 15, are subject to mandatory redemption in part by the City by lot prior to their scheduled maturity from moneys in the Sinking Fund established under the. Resolution in satisfaction of applicable Amortization Requirements (as defined in the Resolution) at a price equal to their principal amount on November 15 of the years and in the principal amounts set forth below: Principal Year Amount- * Final Maturity The Capital Appreciation Serial Bonds at the time outstanding that mature after November 15, may be redeemed prior to their respective maturities, at the option of the City from any moneys that may be made available for such purpose, in whole or in part on any date (in inverse order of maturity and by lot within a maturity) not earlier than November 15, , at the following prices (expressed as percentages of the Accreted Value being redeemed at the redemption date): Redemption Periods Redemption (Dates Inclusive) -Prices November 15, through November 14, % November 15, through November 14, November 15, through November 14, November 15, and thereafter The Capital Appreciation Term Bonds that mature on November 15, are subject to mandatory redemption in part by the City by lot prior to their scheduled maturity from moneys in the Sinking Fund established under the Resolution in satisfaction of applicable -33- ` 0--0324 I] 11 Amortization Requirements at a redemption price equal to their Accreted Value at the redemption date on November 15 of the years and in the original principal amounts and corresponding Accreted Values at the redemption date set forth below: Original Principal Accreted Value at Year Amount Redemption Date * Final Maturity Any such redemption, either in whole or in part, may be made upon at least thirty (30) days' but not greater than 60 days' prior notice as provided in the Resolution, and shall be made in the manner and under the terms and conditions provided in the Resolu- tion. On the date designated for redemption, notice having been :nailed and filed and moneys for payment of the redemption price being held by the Fiscal Agent under the Resolution, all as provided in the Resolution, the Bonds so called for redemption shall become and be due and payable at the redemption price pro- vided for redemption of such Bonds on such date, interest on such Bonds so called for redemption shall cease to accrue, such Bonds shall cease to be entitled to any lien, benefit or security under the Resolution, and the holders of registered owners of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. The owner of this Bond shall have no right to enforce the provisions of the Resolution, or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Resolution, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Resolution. Modifications or alternations of the Resolution or of any resolution supplemental thereto may be made only to the extent and in the circumstances permitted by the Resolution. In certain events, on the conditions, in the manner and with the effect set forth in the Resolution, the principal of all the Bonds then outstanding under the Resolution may become or may be declared due and payable before the stated maturities thereof, together with the interest accrued thereon. This Bond shall have all the dualities and incidents of a negotiable instrument under the laws of the State of Florida. [INSERT TABLE OF ACCRETED VALUES] -34- n, -i _j ` 0 324 The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIF MIN ACT - (Cust.) Custodian for (Minor) under Uniform Gifts to Minors Act of (State) Additional abbreviations may also be used although not in the list above. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to PLEASE INSERT NAME, ADDRESS AND SOCIAL SECURITY OF OTHER IDENTIFY- ING NUMBER OF ASSIGNEE the within Bond and does hereby irrevocably constitute and appoint the Bond Registrar as his agent to transfer the Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature guaranteed: (Bank, Trust Company or Firm) (Authorized Officer) NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every partic- ular, without alteration or enlargement or any change whatever. Section 204. Registration of Bonds. The Bonds shall be issued only as fully registered Bonds without coupons. The Bond Registrar shall be a bank or trust company located within or without the State of Florida. The City shall, prior to the pro- posed date of delivery of the Bonds, by resolution designate such bank or banks to serve as the Bond Registrar and Paying Agent. The Bond Registrar shall be responsible for maintaining the books for the registration of and for the transfer of the Bonds and, if a bank is so designated, in compliance with such agreement as may be executed between the City and such bank as Bond Registrar and --35- Paying Agent as parties on or prior to the delivery date of the Bonds. The Bonds may be transferred only upon the registration book of the City kept by the Bond Registrar and as further provided in this Resolution. Upon surrender to the Bond Registrar for transfer or for exchange of any Bond, duly endorsed for transfer or accom- panied by an assignment or written authorization for exchange, whichever is applicable, in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the Bondholder or such owner's attorney or legal representative duly authorized in writing, the Bond Registrar shall deliver in the name of the Bondholder or the transferee or transferees, as the case may be, a new fully registered Bond or Bonds of authorized denominations of the same series, maturity and interest rate for the aggregate principal amount which the Bondholder is entitled to receive. The Bond Registrar shall require payment from the Bondholder or transferee of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection with any exchange or registration of transfer of the Bonds. Such charges and expenses shall be paid before any such new Bond shall be delivered. Unless otherwise provided by the supplemental resolution authorizing the issuance of such Bonds, interest on all Bonds issued in current interest form, or, after the Interest Commence- ment Date, in the form of Capital Appreciation and Interest Bonds shall be paid on the fifteenth (15th) day of each May and November to the Bondholder whose name appears on the books of the Bond Registrar as of the close of business on the Record Date. New Bonds delivered upon any transfer or exchange shall be valid obligations of the City, evidencing the same debt as the Bond surrendered, shall be secured by this Resolution, and shall be entitled to all of the security and benefits hereof to the same extent as the Bond surrendered. The City and the Bond Registrar may treat the Bondholder of any Bond as the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and shall not be bound by any notice to the contrary. The person in whose name any Bond is registered may be deemed the owner thereof by the City and the Bond Registrar, and any notice to the contrary shall not be binding upon the City or the Bond Registrar. Notwithstanding the foregoing provisions of this Section 204, the City reserves the right, on or prior to the delivery of the Bonds, to amend or modify the foregoing provisions relating to registration of the Bonds in order to comply with all applicable laws, rules, and regulations of the United .States and/or the State of Florida relating thereto. Section 205. Qis)osition of Obligations Paid or Replaced. Whenever any Bond shall be delivered to the Bond Registrar for cancellation, upon payment of the principal amount thereof or for replacement or transfer or exchange, such Bond shall, after cancel- lation, either be retained by the Bond Registrar for a period of time specified in writing by the City or at the option of the City, -36- 40-0,324 L 0 shall be destroyed by the Bond Registrar, and counterparts of a certificate of destruction evidencing such destruction shall be furnished to the Issuer. Section 206. Neg-gtiability. The Bonds shall be and have all the qualities and incidents of negotiable instruments under the laws of the State of Florida, and each successive Bondholder, in accepting any of the Bonds, shall be conclusively deemed to have agreed that such Bonds shall be and have all the qualities and incidents of negotiable instruments under the laws of the State of Florida. Section 207. Issuance of Bonds. Bonds of the City in an aggregate principal amount not exceeding $13,000,000 may be issued under and secured by this Resolution, subject to the conditions hereinafter provided in this Section and in Article XIII, for the purposes of providing for the payment at their respective maturi- ties or on selected redemption dates of the principal or redemption price of and interest on the Refunded Bonds and of paying the cost of issuance of such Bonds. The Series 1990 Bonds issued under the provisions of this Section and Article XIII, shall be dated, shall be stated to mature (subject to the right of prior redemption as hereinafter set forth) on such date or dates, in such year or years not more than forty years after the date of the Series 1990 Bonds, shall have such Paying Agents, and any Term Bonds shall have such Amortization Requirements, and may be made redeemable at such times and prices (subject to the provisions of Article III of this Resolution), all as provided in Article XIII of this Resolution. Such Series 1990 Bonds shall be executed in the form and manner hereinabove set forth, and shall be deposited with the Fiscal Agent for delivery, but before such Series 1990 Bonds shall be delivered by the Fiscal Agent, there shall be filed with the Fiscal Agent the following: (a) a copy, certified by the City Clerk, of this Resolu- tion; (b) an executed counterpart of the Escrow Deposit Agreement; (c) an opinion of the City Attorney stating that the issuance of the Series 1990 Bonds has been duly authorized and that all conditions precedent to the delivery of the Series 1990 Bonds have been fulfilled; (d) a certificate, executed by the Director of Finance of the City, certifying that the issuance of the Series 1990 Bonds and the refunding of the Refunded Bonds will result in net present value savings to the City with respect to debt service payments of no less than $500,000; (e) the municipal bond insurance policy securing the Series 1990 Bonds; and (f) the Reserve Account Credit Facility in an amount equal to the Reserve Account Requirement. -37- 90-0324 When the documents mentioned above in this Section shall have been filed with the Fiscal Agent and when the Series 1990 Bonds shall have been executed as required by this Resolution, the Fiscal Agent shall deliver such Series 1990 Bonds at one time to or upon the order of the underwriters named in Article XIII of this Resolu- tion, but only upon payment to the Fiscal Agent of the purchase price of such Series 1990 Bonds. Except as otherwise provided in the Escrow Deposit Agreement, the Fiscal Agent shall, simultaneously with the delivery of the Series 1990 Bonds, apply the proceeds of the Series 1990 Bonds as follows: (1) deposit the accrued interest, if any, and any premium received in the Bond Service Account, (2) deposit in the Bond Service Account an amount equal to the interest, if any, to be paid from the proceeds of the Series 1990 Bonds, pursuant to the resolution described in the second paragraph of this Section, (3) an amount estimated by the Director of Finance to be sufficient for the purpose shall be credited to a special account hereby created and designated "Miami Special Obliga- tion Parking Facility Cost of Issuance Account" (the "Cost of Issuance Account") and applied to the payment of the expenses of issuing the Series 1990 Bonds, including, but not limited to, financial advisory, accounting and legal fees, Parking Consultant fees, rating agency fees, printing costs, Bond insurance premiums, Reserve Account Credit Facility fees or premiums, initial Bond Registrar, Paying Agent and Escrow Agent fees and expenses related to the foregoing and any miscellaneous expenses relating the issuance of the Series 1990 Bonds, (4) an amount sufficient for the purpose shall be applied to the purchase of Government Obligations (as defined in the Refunded Bond Ordinance) the principal of and interest on which when due, together with any cash deposited with the Escrow Agent, will enable the Escrow Agent to pay and redeem the Refunded Bonds to be paid and redeemed, together with interest and premium, if any, to become due on such Refunded Bonds until their date of maturity or redemption and any associated costs and expenses all in accordance with the Escrow Deposit Agreement. Any moneys in the Cost of Issuance Account in excess of the requirements of such Account shall be transferred to the credit of the General Reserve Account. Simultaneously with the delivery of the Series 1990 Bonds, the Fiscal Agent and the Director of Finance of the City shall cause the moneys in the several funds and accounts held under the Refunded Bond Ordinance by arrangement with the respective fiscal agent and holder of such moneys to be transferred in such manner as provided in the Escrow Deposit Agreement. Section 208. Additional Parity Bonds. In addition to the Series 1990 Bonds issued under the provisions of Section 207, if -38- 90-0324 U and to the extent necessary to provide additional funds to pay the costs of any additional project hereinafter authorized by the City or to refund any series of Bonds, Bonds of the City may be issued under and secured by this Resolution, at one time or from time to time, for such purpose. Before any Bonds shall be issued under the provisions of this Section (except Bonds to refund all or any portion of the Bonds then Outstanding) the City Commission shall adopt a resolution authorizing the issuance of such Bonds and fixing the amoun4: and the details thereof. The Bonds issued under the provisions of this Section shall be stated to mature on such date i.n such year or years not more than forty years after the date of the Bonds and may be trade redeemable at such times and prices (subject to the provisions of Article III of this Resolution) and any Term Bonds shall have such Amortization Requirements) all as may be provided by resolution adopted by the City Commission prior to the issuance of such Bonds. Such additional parity Bonds shall be executed substantially in the form and manner hereinabove set forth, with such changes as may be necessary or appropriate to conform to the provisions of the resolution authorizing the issuance of such. Bonds, and shall be deposited with the Fiscal Agent for delivery, but prior to or simultaneously with the delivery of such Bonds by the Fiscal Agent there shall be filed with she Fiscal Agent the following: (a) copies, certified by the City Clerk, of the resolu- tion or resolutions of the City Commission authorizing the issuance of such Bonds, fixing the times and prices at which such Bonds are to be redeemable and fixing the Amortization Requirements for any Perm Bonds or fixing a means by which the same may be determined; (b) a copy, certified by the City Clerk, of the resolu- tion of the City Commission awarding such Bonds, specifying the interest rate of each of such Bonds, or fixing a means by which the same may be determined, and directing the delivery of such Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth; (c) an opinion of the City Attorney stating that the issuance of such Bonds has been duly authorized and that all conditions precedent to the delivery of such Bonds have been fulfilled; (d) a certificate, signed by the Director of Finance of the City, certifying that the City is, or upon the issuance of such additional parity Bonds will be, current in all deposits into the various funds and accounts and all payments theretofore required to have been deposited or made by it under the provisions of this Resolution and the City is, or upon the issuance of such additional parity Bonds will be, currently in compliance with the covenants and provisions of this Resolution and any supplemental resolution hereafter adopted for the issuance of such additional parity Bonds; (e) only if such additional parity Bonds are being issued to pay the costs of a project authorized by the City, MIPs '.90-0324 a certificate of an independent certified public accountant certifying that the sum of the Revenues and Designated Revenues (with at least 90% of such sum to consist of Designated Revenues) during the immediately preceding Fiscal Year or any twelve (12) consecutive months selected by the City of the eighteen (18) months immediately preceding the issuance of said additional parity Bonds were at least equal to one hundred twenty-five percent (125%) of the Maximum Annual Debt Service on (1) the Bonds originally issued pursuant to this Resolution and then Outstanding, (2) any additional parity Bonds theretofore issued and then Outstanding, and (3) the additional parity Bonds then proposed to be issued; and (f) only if such additional parity Bonds are being issued to refund all or any portion of the Bonds then Outstanding, a certificate, signed by the Director of Finance of the City, setting forth (i) the Maximum Annual Debt Service (A) with respect to the Bonds of all series Outstanding immediately prior to the date of authentication and delivery of such refunding Bonds, and (B) with respect to the Bonds of all series to be Outstanding immediately thereafter, and (ii) that the Maximum Annual Debt Service set forth pursuant to (B) above is no greater than that set forth pursuant to (A) above. When the documents mentioned in clauses (a) to (f) above shall have been filed with the Fiscal Agent and when the Bonds described in the resolutions mention in clauses (a) and (b) above shall have been executed as required by this Resolution, the Fiscal Agent shall deliver such Bonds at one time to or upon the order of the purchasers named in the resolution mentioned in said clause (b), but only upon payment to the Fiscal Agent of the purchase price of such Bonds. The Fiscal Agent shall be entitled to rely upon such resolution as to all matters stated therein. The resolutions referred to in clauses (a) and (b) of this Section may be combined into any lessor or greater number of resolutions, so long as the substance of such resolution satisfies the requirements of this Section. Simultaneously with the delivery of any additional parity Bonds issued for the purpose of refunding any Bonds issued under this Resolution, the City may withdraw from the Sinking Fund amounts theretofore deposited which are allocable to the Bonds being refunded and shall transfer said amounts in accordance with the resolution providing for the issuance of the refunding Bonds, provided that after such withdrawal the City shall be in compliance with the provisions of this Resolution. The term "additional parity Bonds" as used in this Resolution shall be deemed to mean additional obligations evidenced by Bonds issued under the provisions and within the limitations of this Section payable from the Revenues and Designated Revenues on a parity with Bonds originally authorized and issued pursuant to this Resolution. Such Bonds shall be deemed to have been issued pursuant to this Resolution the same as the Bonds originally authorized and issued pursuant to this Resolution and all of the covenants and other provisions of this Resolution (except as to details of such Bonds evidencing such additional parity obligations inconsistent therewith), shall be for the equal benefit, protection -40- ,90-0324 and security of the holders of any Bonds originally authorized and issued pursuant to this Resolution and the holders of any Bonds evidencing additional obligations subsequently issued within the limitations of and in compliance with this Section. All of such Bonds, regardless of the time or times of their issuance, shall rank equally with respect to their lien on the Revenues and Designated Revenues and their sources and security for payment therefrom without preference of any Bonds over any other. The term "additional parity Bonds" as used in this Resolution shall not be deemed to include bonds, notes, certificates or other obligations subsequently issued in accordance with this Resolution, the lien of which on the Revenues and Designated Revenues is sub- ject to the prior and superior lien on the Revenues and Designated Revenues of the Bonds, and the City shall not issue any obligations whatsoever payable from the Revenues and Designated Revenues which rank equally as to lien and source and security for their payment from the Revenues and Designated Revenues with the Bonds except in the manner and under the condition provided in this Section. Section 209. Temporary Bonds. Until the definitive Bonds are ready for delivery, there may be executed, and the Fiscal Agent may deliver, in lieu of definitive Bonds and subject to the same limitations and conditions except as to identifying numbers, temporary printed, engraved, lithographed or typewritten Bonds in the denomination of $5, 000 or any integral multiple thereof, except for (i) Capital Appreciation Bonds, which may be in any denomina- tion so long as their Accreted Value at maturity shall be $5,000 or any integral multiple thereof and (ii) Capital Appreciation and Income Bonds, which may be in any denomination so long as their Appreciated Value at the Interest Commencement Date shall be $5,000 or any integral multiple thereof, substantially of the tenor hereinabove set forth, and with appropriate omissions, insertions and variations as may be required. The City shall cause the definitive Bonds to be prepared and to be executed, endorsed and delivered to the Bond Registrar, and, upon presentation to the Bond Registrar of any temporary Bond, the Bond Registrar shall cancel the same or cause the same to be cancelled and authenticate and deliver, in exchange therefor, at the place designated by the holder, without expense to the owner, a definitive. Bond or Bonds in the same aggregate principal amount, maturing on the same date and bearing interest at the same rate as the temporary Bond surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefit of this Resolution as the definitive Bonds to be issued and authenticated hereunder. Section 210. Mutilated, Destroyed or -Lost Bonds. In case any Bonds secured hereby shall become mutilated or be destroyed or lost, the City may cause to be executed., and the Bond Registrar upon proper authentication thereof may deliver, a new Bond of like date, number and tenor in exchange and substitution for and upon the cancellation of such mutilated Bond, or in lieu of and in substitution for such Bond destroyed or lost, upon the owner paying the reasonable expenses and charges of the City in connection therewith and, in the case of a Bond destroyed or lost, such owner filing with the Bond Registrar evidence satisfactory to the Bond Registrar that such Bond was destroyed or lost, and of such owner's ownership thereof, and furnishing the City with indemnity satis- factory to it. -41- 90-0 3a4 ARL 10 Section 211. Qualification for The Depository Trust Company. If determined by the Director of Finance to be necessary or desirable, the Director of Finance, the City Manager and the Fiscal Agent shall be hereby authorized to take such actions as may be necessary from time to time to qualify the Bonds for deposit with The Depository Trust Company of New York ("DTC") , including but not limited to, wire transfers of interest and principal payments with respect to the Bonds, utilization of electronic book entry data received from DTC in place of actual delivery of Bonds, provisions of any notices with respect to Bonds registered by DTC (or any of its designees identified to the Director of Finance, the City Manager and Fiscal Agent) by overnight delivery, courier service, telegram, telecopy or other similar means of communication, and execution of any agreements required for such qualification. No such arrangements with DTC may adversely affect the interests of any of the Bondholders, provided, however, that the Fiscal Agent shall not be liable with respect to any such arrangements it may make pursuant to this Section 211. --42_ 9a-0324 I ion.- ARTICLE III Redemption of Brands - Section 301. Redemption Generally. The Bonds issued under the provisions of this Resolution shall be subject to redemption, _ either in whole or in part and at such times and prices, as may be provided in Article XIII hereof or by resolution prior to the issuance of such Bonds; provided, however, that any redemption in -- part shall be in inverse order of maturities except as otherwise provided in this Article. Any redemption of less than all of the Bonds issued under the provisions of this Resolution and then Outstanding shall be a redemption subject to the provisions of Section 507 of this Resolu- tion. If less than all of the Bonds of any one maturity shall be called for redemption, the particular Bonds to be redeemed shall be selected by lot by the Fiscal Agent in such manner as the Fiscal Agent in its discretion may determine. Section 302. Redemption Notice. Except as may be provided by a subsequent resolution, at least thirty (30) days and not more than sixty (60) days before the redemption date, a notice of any such redemption, either in whole or in part, signed by the Fiscal Agent, (a) shall be filed with the Paying Agent and the Fiscal Agent and (b) shall be mailed, post&ge prepaid, to all registered owners of Bonds to be redeemed at their addresses as they appear on the registration books hereinabove provided for, but failure so to mail any such notice to the owner of any Bond shall not affect the validity of the proceedings for redemption of any other Bonds. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Bonds then Outstanding shall be called for redemption, the numbers of such Bonds. The Fiscal Agent shall also send a copy of such notice by mail or overnight delivery service for receipt not less than thirty (30) days before such redemption date to the following: The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530; Midwest Securities Trust Company, Capital Structures - Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605; Pacific Securities Depository Trust Company, Post Office Box 7041, San Francisco, California 94120; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department; Standard and Poor's Called Bond Record, 25 Broadway, New York, New York 10004; and Moody's Municipal and Government, 99 Church Street, New York, New York 10007; provided, however, that such mailing as provided in this paragraph shall not be a condition precedent to such redemption and failure so to mail any such notice shall not affect the validity of any proceedings for the redemption of the Bonds. Section 303. Effect of Calling for Redemption. On the date so designated for redemption, notice having been mailed and filed in the manner and under the conditions hereinabove provided, the Bonds so called for redemption shall become and be due and payable at the redemption price provided for redemption of such Bonds on -43- 90 -0324 such date, and, moneys for payment of the redemption price being held in separate accounts by the Fiscal Agent in trust for the owners of the Bonds to be redeemed, all as provided in this Resolu- tion, interest on the Bonds so called for redemption shall cease =_ to accrue, such Bonds shall cease to be entitled to any lien, bene- fit or security under this Resolution, and the registered owners of such Bonds shall have no rights in respect thereof except to — receive payment of the redemption price thereof. Section 304. Cancellation. Bonds so called for redemption shall be cancelled upon the surrender thereof. 'Section 305. Bonds Called for Redemption or Payment Provided Therefor Not -Outstanding. Bonds which have been duly called for redemption under the provisions of this Article, or with respect to which either irrevocable instructions to call for redemption or to pay at their respective maturities and mandatory redemption dates or any combination of such redemption and pay -.,tent have been given by the City to an appropriate fiduciary institution acting as escrow agent, in form satisfactory to such escrow agent and for the payment of the redemption price and maturing principal amounts of which and the interest to accrue thereon to the date fixed for redemption or the dates of their respective maturities and manda- tory redemption dates sufficient moneys, or Defeasance Obligations in such amounts, bearing interest at such rates and maturing (with- out option of prior payment) at such dates that the proceeds there- of and the interest thereon will provide sufficient moneys, shall be held in separate accounts by such escrow agent or by the Paying Agent in trust solely for the owners of the Bonds to be redeemed and paid, all as provided in this Resolution, shall not be deemed to be Outstanding under the provisions of this Resolution and shall cease to be entitled to any benefit or security under this Reso- lution other than to receive payment from such moneys. -44- 9 0-0324 1 PARTICLE IV Title to Property Section 401. Title to Properties_ Acquired. The City represents and warrants that the Facility has been constructed on or under land which is owned by the City in fee simple or over or under which the City has acquired either by long term lease or by perpetual easements for the purposes of the Facility, free from all liens, encumbrances and defects of title which have a materially adverse effect upon the City's right to use such lands or proper- ties for the purposes intended or which have been adequately guarded against by a bond or other form of indemnity, or lands, including public streets and highways, the right to use and occupy which for such purposes is vested in the City by law or by valid rights of way, easements franchises or licenses. -4 5- 90 -0324 ARTICLE v Revenues and Funds Section 501. Rate Covenant. The City covenants that it will fix, charge and collect rates and charges for the use of the ser- vices and facilities furnished by the Facility and that from time to time, and as often as it shall be necessary, it will adjust such rates and charges by increasing or decreasing the same or any selected categories of rates and charges so that the Revenues, together with Designated Revenues, will at all times be sufficient in each Fiscal Year to provide an amount at least equal to the sum of (a) one hundred per centum (100%) of the Current Expenses of the Facility and any project that is financed in whole or in part from the proceeds of the Bonds for the current Fiscal Year and (b) one hundred per centum (100%) of the Principal and Interest Require- ments for the current Fiscal Year and (c) one hundred per centum (100%) of the Reserve Account Deposit Requirement for the current Fiscal Year. The City further covenants that if at any time the Revenues, together with Designated Revenues, shall not be sufficient to provide such amounts, it will revise the rates and charges for the services and facilities furnished by the Facility or, at the option of the City, may revise the rates and charges for any other project for which rates and charges may be collected that is financed in whole or in part from the proceeds of the Bonds, so that the rates and charges collected in the current and each subsequent Fiscal Year will result in Revenues, together with Designated Revenues, sufficient to provide such amounts. The City covenants that the rates charged and collected with respect to the Facility under this Section shall be equal to or greater than each category of rates and charges fixed and charged by the City at any off-street parking facility then operated by the Operational Agency and located within 1000 feet of the Facility. The City covenants that if in any Fiscal Year the Revenues, together with Designated Revenues, shall not have been sufficient to provide the amount set forth in the first paragraph of this Section, it will before the first day of November of such Fiscal Year request the Facility Consultant and the Operational Agency to make their recommendations as to a revision of the rates and charges for the use of the services and facilities furnished by the Facility and copies of such request and such recommendations shall be filed with the City Manager and the Fiscal Agent. In the event than the City shall fail to adjust rates and charges relating to the Facilities in accordance with the provi- sions of this Section, the Fiscal Agent may and upon the written request of the owners of not less than a majority in aggregate principal amount of all Bonds then Outstanding shall institute and prosecute in a court of competent jurisdiction an appropriate suit, action or proceeding to compel the City to adjust such rates and charges in accordance with the requirements of this Section, and the City covenants that it will adopt and charge rates and charges in compliance with any judgment, order or decree entered in any such suit, action or proceeding. -46- 90-0324 N Notwithstanding any other provision in this Resolution, if the Facility Consultant certifies that the rates and charges for the use of the services and facilities furnished by the Facility are equal to or greater than the rates and charges for similar services and facilities then prevailing in the market in which the Facility or such other project, as appropriate, operates, the City shall not be deemed to be in default of any provision of this Section 501. Section 502. Annual Budget. The City covenants that on or before the first day of each Fiscal Year it will adopt a budget of Current Expenses and capital expenditures for such Fiscal Year (herein sometimes called the "Annual Budget") on account of the Facility. Copies of the Annual Budget shall be filed with the City Clerk and the Fiscal Agent and mailed by the City to all Bond- holders who shall have filed their names and addresses with the City Clerk for such purpose. If for any reason the City shall not have adopted an Annual Budget before the first day of any Fiscal Year, the Annual Budget for the preceding Fiscal Year shall until the adoption of such Annual Budget be deemed to be in force and shall be treated as such Annual Budget under the provisions of this Article. The City may at any time adopt an amended or supplemental Annual Budget for the remainder of the then current Fiscal Year on account of the Facility, and the Annual Budget so amended or supplemented shall be treated as the Annual Budget under the provisions of this Article. Copies of any such amended or supple- mented Annual Budget shall be filed with the City Clerk and the Fiscal Agent and mailed by the City to all Bondholders who shall have filed their names and addresses with the City Clerk for such purpose. The City further covenants that the amount expended for Current Expenses in any Fiscal Year will not exceed the reasonable and necessary amount thereof, and that it will not expend any amount for maintenance, repair and operation of the Facility in excess of the total amount provided for Current Expenses in the Annual Budget. Section 503. Revenue Fund. A special fund is hereby created and designated the "Miami Special Obligation Parking Facility Revenue Fund" (herein called the "Revenue Fund"). The City cove- nants that all Revenues will be collected and deposited as received with a Depositary or Depositaries to the credit of the Revenue Fund. All moneys in the Revenue Fund shall be held by the City in trust and applied as provided in this Article. Section 504. Sinking and Other Funds. A special fund is hereby created and designated "Miami Special Obligation Parking Facility Interest and Sinking Fund" (herein sometimes called the "Sinking Fund"). There are hereby created in the Sinking Fund three separate accounts designated "Bond Service Account", "Redemp- tion Account" and "Reserve Account", respectively. An additional special fund is hereby created and designated "Miami Special Obligation Parking Facility General Reserve Fund" (herein called the "General Reserve Fund"). -47- 90 324 The moneys in each of said Funds and Accounts shall be held in trust and applied only as hereinafter provided with regard to each such Fund and Account and, pending such application, shall be subject to a lien and charge in favor of the owners of. the Bonds issued and Outstanding under this Resolution and for the further security of such holders until paid out or transferred as herein provided. The City Manager shall cause to be withdrawn, on or before the 5th day of the month next succeeding the month in which Bonds are initially issued under the provisions of Section 207 of this Resolution and not later than the 5th day of each month thereafter, an amount equal to the balance remaining in the Revenue Fund on the last day of the preceding month, less an amount (to be held for the payment of Current Expenses) equal to an amount not exceeding the amount necessary for Current Expenses during the next ensuing three (3) months as determined by the City Manager, and deposit the sum so withdrawn with the Fiscal Agent to the credit of the following Accounts or Funds in the following order: (a) to the credit of the Bond Service Account, an amount equal to one -sixth (1/6th) of the amount of interest payable on the Bonds on the interest payment date next succeeding (less any amount received as capitalized or accrued interest from the proceeds of the Bonds which is available for such interest payment) and beginning in December, 1990 an amount equal to one -twelfth (1/12th) of the next maturing installment of principal on all Serial Bonds then Outstanding; provided, however, that in each month intervening between the date of delivery of Bonds pursuant to Sections 207 or 208 of this Resolution (beginning with the month fallowing the month in which such delivery takes place) and the next succeeding interest payment date and the next succeeding principal payment date, respectively, the amount specified in this subparagraph shall be that amount which when multiplied by the number of deposits to the credit of the Bond Service Account required to be made during such respective periods as provided above will equal the amounts required (in addition to any amounts received as accrued interest or capitalized interest from the proceeds of such Bonds) for such next succeeding interest payment and next maturing installment of principal, respectively; (b) to the credit of the Redemption Account, an amount equal to one -twelfth (1/12th) of the principal amount of Term Bonds then Outstanding required to be retired in satisfaction of the Amortization r, quirements, if any, for such Fiscal Year, plus the premiums, if any, on the principal amount of Term Bonds which would be payable in such Fiscal Year if such principal amount of Tenn Bonds were to be redeemed prior to their respective maturities from moneys held for the credit of the Sinking Fund; (c) to the credit of the Reserve Account, such amount, if any, of any balance remaining after making the deposit under clauses (a) and (b) above (or the entire balance if less than the required amount) as may be required to make the amount deposited in such month to the credit of the Reserve -48- 90-0324 Account equal to the Reserve Account Deposit Requirement for such month; (d) to the credit of the General Reserve Fund, the balance, if any, remaining after making the deposits under clauses (a), (b) and (c) above. If the amount deposited in any month to the credit of any of the Accounts or Funds mentioned in (a) to (c), inclusive, above shall be less than the amount required to be deposited under the foregoing provisions of this Section, the requirement therefor shall nevertheless be cumulative and the amount of any deficiency in any month shall be added to the amount otherwise required to be deposited in each month thereafter until such time as all such deficiencies have been made up. The amounts required to be depos- ited in the Accounts mentioned in clauses (a), (b) and (c) above in any month may be reduced to the extent that all or a portion of the deposit required in any such month has theretofore been real- ized from the investment of moneys on deposit in any such Account. Section 505. Payment of Current Expenses. The Current Expenses shall be paid from the Revenue Fund as the same become due and payable. Payments from the Revenue Fund shall be made in accordance with procedures established by the City from time to time, the Annual Budget and the covenants in Section 503 of this Article. Section 505. Application of Moneys in Bond _Service Account. The Fiscal Agent shall, during the period of one (1) business day immediately preceding each interest payment date, withdraw from the Bond Service Account and (a) remit by mail to each owner of Serial Bonds the amounts required for paying the interest on such Bonds as such interest becomes due and payable and (b) deposit in trust with the Paying Agents the amounts required for paying the princi- pal of all Serial Bonds as such principal becomes due and payable. Section 507. Application of Moneys in Redemption Account. Moneys held for the credit of the Redemption Account shall be applied to the retirement of the Term Bonds issued under the provisions of this Resolution as follows: (a) Subject to the provisions of paragraph (c) of this Section, the Fiscal Agent may purchase any Term Bonds secured hereby and then outstanding, whether or not such Term Bonds shall then be subject to redemption, on the most advantageous terms obtainable with reasonable diligence, such price not to exceed the principal of such Term Bonds plus the amount of the redemption premium, if any, which might on the next redemption date be paid to the holders of such Term Bonds under the provisions of Article III of this Resolution if such Term - Bonds should be called for redemption on such date from moneys in the Sinking Fund. The Fiscal Agent shall pay the interest accrued on such Term Bonds to date of settlement therefor from the Bond Service Account and the purchase price from the Redemption Account, but no such purchase shall be made by the Fiscal Agent within the period of forty-five (45) days next preceding any interest payment date on which such Term Bonds are subject to call for redemption under the provisions of -49- 0-0324 this Resolution, except from moneys other than moneys set aside or deposited for the redemption of Term Bonds. (b) Subject to the provisions of Article III of this Resolution and paragraph (c) of this Section, the Fiscal Agent may call for redemption on each interest payment date on which Term Bonds are subject to redemption such amount of such Term Bonds as, with the redemption premium, if any, will exhaust the moneys which will be held for the credit of the Redemption Account on said interest payment date as nearly as may be; provided, however, that not less than Fifty Thousand Dollars ($50,000) principal amount of Term Bonds shall be called for redemption at any one time unless a lesser amount shall be required to satisfy the Amortization Requirement for any Fiscal Year. Such redemption shall be made pursuant to the provisions of Article III of this Resolution. The Fiscal Agent shall during the period of one (1) business day prior to the redemption date withdraw from the Bond Service Account and the Redemption Account and set aside in separate accounts or deposit with the Paying Agents the respective amounts required for paying the interest on, and the principal and redemption premium of, the Terms Bonds so called for redemp- tion. (c) Moneys held by the Fiscal Agent in the Redemption Account shall be applied by the Fiscal Agent each Fiscal Year to the retirement of Bonds then Outstanding in the following order: First: the Term Bonds to the extent of the Amorti- zation Requirement, if any, for such Fiscal Year for such Term Bonds, plus the applicable premium, if any, and any deficiency in any preceding Fiscal Years in the purchase or redemption of such Term Bonds under the provisions of this subdivision and, if the amount available in such Fiscal Year shall not be sufficient therefor, then in proportion to the Amortization Requirement, if any, for such Fiscal Year for the Term Bonds then Outstanding, plus the applicable premium, if any, and any such defi- ciency. Second: Term Bonds, if any, in such manner as the City Manager shall determine results in the greatest economic benefit to the City. Third: after the retirement of all Term Bonds, if any, Serial Bonds issued under the provisions of this Resolution in the inverse order of their maturities. Upon the retirement of any Bonds by purchase or redemption the Fiscal Agent shall file with the City Commission a statement briefly describing such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the redemption price of such Bonds and the amount paid as interest thereon. The expenses in connection with the purchase or redemp- tion of any Bonds shall be paid by the City from the Revenue Fund. Section 508. Application of Moneys in Reserve Account. Moneys held for the credit of the Reserve Account, or if a Reserve -50- 10 4h Account Credit Facility is on deposit in the Reserve. Account the proceeds of such Reserve Account Credit Facility, shall first be used for the purpose of paying the interest on and the principal of the Bonds whenever and to the extent that the moneys held for the credit of the Bond Service Account and the General Reserve Fund, including Designated Revenues received by the City and required to be transferred thereto pursuant to Section 509 of this Resolution, shall be insufficient for such purpose and thereafter for the purpose of making deposits to the credit of the Redemption Account pursuant to the requirements of clause (b) of Section 504 of this Resolution whenever and to the extent that withdrawals from the Revenue Fund and the amount on deposit in the General Reserve Fund, including Designated Revenues received by the City and required to be transferred thereto pursuant to Section 509 of this Resolution, are insufficient for such purposes. If at any time the moneys held for the credit of the Reserve Account shall exceed the Reserve Account Requirement, such excess shall be withdrawn by the Fiscal Agent and deposited to the credit of the Revenue Fund; provided, however, that if such excess of moneys on deposit in the Reserve Account shall result from the substitution of a Reserve Account Credit Facility for moneys previously on deposit in the Reserve Account, such excess may, at the option of the City, be withdrawn by the Fiscal Agent and deposited to the credit of the General Reserve Fund. Section 509. Application of Designated Revenues. (a) The City covenants that it will, in the City budget for each Fiscal Year the Bonds are Outstanding, budget as a first priority item an amount equal to (a) 100% of the Principal and Interest Requirements for the ensuing Fiscal Year less (b) any amounts on deposit in the Revenue Fund (net of amounts therein required to pay current expenses), the Bond Service Account, the Redemption Account and the General Reserve Fund (up to an amount equal to $100,000), as of the last day of the prior Fiscal Year, Upon receipt by the City of Designated Revenues in such Fiscal Year the City Manager shall cause such Designated Revenues to be deposited with the Fiscal Agent to the credit of the Accounts specified in Section 504(a) and (b), one day prior to an interest payment date or a principal payment date, as the case may be, in the amounts necessary, together with the amounts already on deposit in such Accounts, to pay the interest and principal, as the case may be, due on the respective interest payment date and principal payment date. (b) The City covenants that if in any Fiscal Year moneys held for the credit of the Reserve Account are withdrawn and deposited to the credit of the Bond Service. Account or the Redemption Account as provided in Section 508 of this Article, the City will in the City budget for the next ensuing Fiscal Year budget as a first priority item an amount equal to the amount of such withdrawal from the Reserve Account. The City further covenants that if in any Fiscal Year proceeds of a Reserve Account Credit Facility are deposited to the credit of the Bond Service Account or the Redemption Account as provided in Section 508 of this Article, the City will in the City budget for the next ensuing Fiscal. Year budget as a first priority item the amount necessary to reinstate the Reserve -51- 90-0 324 Am Account Credit Facility to its full stated amount or to otherwise make the amount on deposit in the Reserve Account equal to the Reserve Account Requirement. Such budgeted amount shall be a first charge against the Designated Revenues received in such next ensuing Fiscal Year and upon the receipt by the City of Designated Revenues, less the amounts specified in Section 509(a) above, in such next ensuing Fiscal Year such Designated Revenues shall first be deposited as received with the Fiscal Agent for the credit of the Reserve Account until the amount so deposited equals such budgeted amount. The budgeting and deposit requirement of this Section shall be cumulative and to the extent that Designated Revenues received by the City in any Fiscal Year are not sufficient to make deposits in the Reserve Account equal to all prior with- drawals, to fully reinstate a Reserve Account Credit Facility, or to otherwise make the amount on deposit in the Reserve Account equal to the Reserve Account Requirement, which have not been restored or provided from Designated Revenues, the City shall remain obligated to budget and deposit, but solely from the sources and funds provided herein, moneys sufficient to make up any such unrestored withdrawals or unreinstated amount. Section 510. Application of _Moneys in the General Reserve Fund. Moneys held for the credit of the General Reserve Fund may at the election of the City be applied: (a) to reimburse the City for any amounts deposited in the Reserve Account from Designated Revenues pursuant to Section 509 of this Article, (b) to purchase or redeem Bonds, (c) to pay the cost of unusual or extraordinary main- tenance or repairs, the cost of renewals and replacements and the cost of acquiring, installing or replacing equipment all related to the Facility and the cost of acquiring and con- structing additions and improvements to the facility and engineering, legal and administrative expenses related to the foregoing. (d) to make up deficiencies in any of the Accounts and Funds created by this Resolution including any deficiencies in the Revenue Fund required for the payment of Current Expenses, and (e) for use by the City for any lawful purpose, provided however there remains on deposit in the General Reserve Fund an amount in excess of $100,000. In the event of any deficiencies in any Accounts or Funds created by this Resolution the moneys in the General Reserve Fund shall be applied as provided in paragraph (d) above to make up all such deficiencies prior to applying any moneys in the Reserve Account for such purpose and prior to applying moneys in the General Reserve Fund for the purposes described in paragraphs (a), (b) , (e) and (e) above.. -52- 9n-0324 Section 511. Application of Moneys in Sinking Fund. Subject to the terms and conditions set forth in this Resolution, moneys held for the credit of the Sinking Fund shall be held in trust and disbursed by the Fiscal Agent for (a) the payment of interest on the Bonds issued hereunder as such interest becomes due and pay- able, or (b) the payment of the principal of such Bonds at their -_ maturities, or (c) the payment of the purchase or redemption price of such Bonds before their maturity, and such moneys are hereby pledged to and charged with the payments mentioned in this Section. Section 512. Moneys Held in Trust. All moneys which the Fiscal Agent shall have withdrawn from the Sinking Fund or shall have received from any other source and deposited with the Paying Agents for the purpose of paying any of the Bonds hereby secured, either at the maturity thereof or upon call for redemption, shall be held in trust for the respective owners of such Bonds. But any moneys which shall be so set aside or deposited by the Fiscal Agent and which shall remain unclaimed by the owners of such Bonds for the period of six (6) years after the date on which such Bonds shall have become due and payable shall upon request in writing be paid to the City or to such officer, board or body as may then be entitled by law to receive the same, and thereafter the owners of such Bonds shall look only to the City or to such officer, board =_ or body, as the case may be, for the payment and then only to the extent of the amounts so received without any interest thereon, and the Paying Agents shall have no responsibility with respect to such moneys. Section 513. Cancellation of Bonds. All Bonds paid, redeemed or purchased, either at or before maturity, shall be cancelled upon the payment, redemption or purchase of such Bonds and shall be delivered to the Fiscal Agent when such payment, redemption or purchase is made. All "Bonds cancelled under any of the provisions of this Resolution shall be destroyed by the Fiscal Agent, which shall execute a certificate in duplicate describing the Bonds so destroyed, and one executed certificate shall be filed with the City Clerk and the other executed certificate shall be retained by the Fiscal Agent. -53- a0- 0324 4- ARTICLE VI Depositaries of Moneys, Security for Deposits and Investment of Funds Section 601. Security for Deposits. All moneys received under the provisions of this Resolution shall be held either by the Fiscal Agent in accordance herewith or shall be deposited with a Depositary or Depositaries, shall be held in trust, shall be applied only in accordance with the provisions of this Resolution and shall not be subject to lien or attachment by any creditor_ of the City. All moneys held by the Fiscal Agent or deposited with any Depositary hereunder in excess of the amount guaranteed by the Federal Deposit Insurance Corporation or other Federal agency shall be continuously secured for the benefit of the City and the owners of the Bonds, either (a) by lodging with a bank or trust company approved by the City as custodian, or, if then permitted by law, by setting aside under control of the trust department of the bank holding such deposit, as collateral security, Government Obliga- tions, or, with the approval of the City Manager, other Investment Obligations eligible as security for the deposit of trust funds under applicable regulations of the Comptroller of the Currency of the United States or applicable State of Florida law or regula- tions, having a market value (exclusive of accrued interest) not less than the amount of such deposit, or (b) if the furnishing of security as provided in (a) of this Section is not permitted by applicable law, in such other manner as may then be required or permitted by applicable State of Florida or Federal laws or regula- tions regarding the security for, or granting a preference in the case of, the deposit of trust funds; provided, however, that it shall not be necessary for the Fiscal Agent or any Paying Agents to give security for the deposits of any moneys with them for the payment of the principal of or the redemption premium or the interest of any Bonds issued hereunder, or for the Fiscal Agent to give security for any moneys which shall be represented by obliga- tions purchased under the provisions of this Article as an invest- ment of such moneys. All moneys held by the Fiscal Agent and deposited with each Depositary shall be credited to the particular Fund or Account to which such moneys belong. Section 602. Investment of Moneys. Moneys held for the credit of the Revenue Fund, the Bond Service Account, the Redemp- tion Account, and the General Reserve Fund, shall, as nearly as may be practicable, be continuously invested and reinvested by the Fiscal Agent in Investment Obligations which shall mature, or which shall be subject to redemption by the holder thereof at the option of such holder, not later than the respective dates when moneys held for the credit of said Funds and Accounts will be required for the purposes intended, or in Time Deposits; provided, however, that each such Time Deposit shall permit the moneys so placed to be available for use at the times provided above. Moneys held for the credit of the Reserve Account shall, as nearly as may be practicable, be continuously invested and rein- vested by the Fiscal Agent in Investment Obligations, which -54- 9024 Q L] ARTICLE VI Depositaries of Moneys, Security for Deposits and Investment of Funds Section 601. Security for Deposits. All moneys received under the provisions of this Resolution shall be held either by the Fiscal Agent in accordance herewith or shall be deposited with a Depositary or Depositaries, shall be held in trust, shall be applied only in accordance with the provisions of this Resolution and shall not be subject to lien or attachment by any creditor of the City. All moneys held by the Fiscal Agent or deposited with any Depositary hereunder in excess of the amount guaranteed by the Federal Deposit Insurance Corporation or other Federal agency shall be continuously secured for the benefit of the City and the owners of the Bonds, either (a) by .lodging with a bank or trust company approved by the City as custodian, or, if then permitted by law, by setting aside under control of the trust department of the bank holding such deposit, as collateral security, Government Obliga- tions, or, with the approval of the City Manager, other Investment Obligations eligible as security for the deposit of trust funds under applicable regulations of the Comptroller of the Currency of the United States or applicable State of Florida law or regula- tions, having a market value (exclusive of accrued interest) not less than the amount of such deposit, or (b) if the furnishing of security as provided in (a) of this Section is not permitted by applicable law, in such other manner as may then be required or permitted by applicable State of Florida or Federal laws or regula- tions regarding the security for, or granting a preference in the case of, the deposit of trust funds; provided, however, that it shall not be necessary for the Fiscal Agent or any Paying Agents to give security for the deposits of any moneys with them for the payment of the principal of or the redemption premium or the interest of any Bonds issued hereunder, or for the Fiscal Agent to give security for any moneys which shall be represented by obliga- tions purchased under the provisions of this Article as an invest- ment of such moneys. All moneys held by the Fiscal Agent and deposited with each Depositary shall be credited to the particular Fund or Account to which such moneys belong. Section 602. Investment of Moneys. Moneys held for the credit of the Revenue Fund, the Bond Service Account, the Redemp- tion Account, and the General Reserve Fund, shall, as nearly as may be practicable, be continuously invested and reinvested by the Fiscal Agent in Investment Obligations which shall mature, or which shall be subject to redemption by the holder thereof at the option of such holder, not later than the respective dates when moneys held for the credit of said Funds and Accounts will be required for the purposes intended, or in Time Deposits; provided, however, that each such Time Deposit shall permit the moneys so placed to be available for use at the times provided above. Moneys held for the credit of the Reserve Account shall, as nearly as may be practicable, be continuously invested and rein- vested by the Fiscal Agent in Investment Obligations, which -54- '` 0-0324 11 Investment Obligations shall_ tion by the holder thereof a than five (5) years after th Deposits; provided, however, permit the moneys so placed provided above. mature, or shall be subject to redemp- t the option of such holder, not later e date of such investment, or in Time that each such Time Deposit shall to be available for use at the times Investment Obligations and Time Deposits so purchased as an investment of moneys in any such Fund or Account shall be deemed at all times to be part of such Fund or Account. The interest accruing thereon and any profit realized from such investment shall be credited to such Fund or Account and any loss resulting from such investment shall be charged to such Fund or Account; provided, however, that interest accruing on and any profit realized from the investment of moneys in the General Reserve Fund and the Reserve Account, to the extent required by Section 508 hereof, shall be deposited to the credit of the Revenue Fund. The Fiscal Agent shall sell or present for payment or redemption any Investment Obligations so acquired whenever it shall be necessary so to do in order to provide moneys to meet any payment from such Fund or Account. Neither the Fiscal Agent nor any agent thereof shall be liable or responsible for any loss resulting from any such invest- ment. In computing the amount in any Fund or Account created pur- suant to the provisions of this Resolution, excepting the Reserve Account, obligations purchased as an investment of moneys therein shall be valued at the cost or market price thereof, whichever is lower, exclusive of accrued interest. In computing the amount of the Reserve Account, obligations purchased as an investment of moneys therein shall be valued at their current market price. The Director of Finance shall on the first day of May and November in each year calc.:late the market price of all such obligations and if such total market price, together with any cash then held in the Reserve Account and the stated amount of any Reserve Account Credit Facility on deposit in the Reserve Account, shall be less than the Reserve Account Requirement, the City shall be obligated within the ensuing ninety (90) days either to make deposits at the times provided in Section 504(c) of this Resolution or to make deposits from the General Reserve Fund pursuant to Section 510(d) of this Resolution in amounts required to make the market price of all such obligations together with any cash then held in the Reserve Account and the stated amount of any Reserve Account Credit Facility on deposit in the Reserve Account equal to the Reserve Account Requirement. -55- ` 0-0324 �►% ARTICLE VII Particular Covenants Section 701. Payment of Principal. Interest and Premium. The City covenants that it will promptly pay the principal of and the interest on each and every Bond issued •under the provisions of this Resolution at the places, on the dates and in the manner specified herein and in said Bonds, and any premium required for the retirement of said Bonds by purchase or redemption, according to the true intent and meaning thereof. Such principal, interest and premium will be payable solely from the Revenues and, to the extent provided in Section 509 of this Resolution, from the Desig- nated Revenues, and the payment of the principal o:,, premium, if any, and interest on all of the Bonds issued hereunder shall be secured forthwith equally and ratably by a first lien on and pledge of the Revenues and, to the extent provided in Section 509 of this Resolution, the Designated Revenues. Said Revenues and Designated Revenues, as well as moneys held in the funds and accounts created under this Resolution, are hereby irrevocably pledged to the payment of the principal of, premium, if any, and interest on the Bonds authorized herein. Bonds issued under the provisions of this Resolution shall not be deemed to constitute a debt of the City or a pledge of the faith and credit of the City but such Bonds shall be payable solely from the funds provided therefor from Revenues and Designated Revenues. The issuance of the Bonds shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of taxation whatever therefor, other than the Designated Revenues, nor shall. any such Bonds constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City. Section 702. Covenant Actainst Encumbrance.. The City further covenants that, from the Revenues, it will pay all governmental charges lawfully levied or assessed upon the Facility and any additional project financed in whole or in part from the proceeds of the Bonds or any part thereof or upon any Revenues when the same shall become due, that it will duly observe and comply with all valid requirements of any municipal or governmental authority relative to the Facility or any such additional project, that it will not create or suffer to be created any lien or charge upon the Facility or any such additional project or any part thereof, or on the Revenues or on the Designated Revenues, other than as provided herein, ranking equally with or prior to the Bonds, and that, out of the Revenues, it will pay or cause to be discharged, or will make adequate provision to satisfy and discharge, all lawful claims and demands for labor, materials, supplies or other objects which, if unpaid, might by law become a lien upon the Facility or any such additional project or any part thereof or the Revenues; provided, however, that nothing contained in this Section shall require the City to pay or cause to be discharged, or make provision for, any such lien or charge so long as the validity thereof shall be contested in good faith and by appropriate legal proceedings. Section 703. Retention of the Operational Agency. The City covenants and agrees that it will retain the Operational Agency to operate the parking facilities in the Facility. -56- 90-0324 Section 704. Employment of Consulting Engineers. The City covenants and agrees that it will for the purpose of performing and carrying out the duties imposed on the Consulting Engineers by this Resolution employ an independent engineer or engineering firm or corporation of suitable experience and responsibility. Section 705. Employment of Facility Consultant. The City covenants and agrees that it will from time to time for the purpose of performing and carrying out the studies and making the recommen- dations assigned to the Facility Consultant by this Resolution employ a management consultant or a management consulting firm or corporation having a favorable repute for skill and experience in analyzing the operations of the Facility and/or any additional project financed in whole or in part from the proceeds of the Bonds. Section 706. Employment of Accountant. The City covenants and agrees that it will for the purpose of performing and carrying out the duties imposed on the Accountant by this Resolution employ a certified public accountant or firm of certified public accountants of suitable experience and responsibility. Deloitte & Touche is hereby appointed as, and is hereby authorized to perform all of the functions to be performed by the Accountant pursuant to this Resolution with respect to the issuance of the Series 1990 Bonds. Deloitte & Touche is hereby further authorized to verify the sufficiency of any moneys and Defeasance Obligations deposited with the Escrow Agent under the Escrow Deposit Agreement for the purpose of refunding the Refunded Bonds. Section 707. Insurance. The City covenants that it will at all times carry insurance, in a responsible insurance company or companies authorized and qualified under the laws of the State of Florida to assume the risk thereof, covering such properties included in the Facility and any additional project financed in whole or in part from the proceeds of the Bonds as are customarily insured, and against loss or damage from such causes as are customarily insured against, by companies engaged in a similar business. All such policies shall be for the benefit of the City, shall be made payable to the City and shall be deposited with the City Manager, and copies of such policies shall be filed with the Fiscal Agent and the City Manager or his designee shall have the sole right to receive the proceeds of such policies and to collect and receipt for claims thereunder. The City Manager shall cause the proceeds of any and all such insurance to be deposited in the name of the City in a Depositary. The City covenants• that, upon any loss or damage to any properties included in the Facility or any additional project financed in whole or in part from the proceeds of the Bonds resulting from any cause, whether or not such loss or damage shall be covered by insurance, it will proceed with the repairing, replacing or reconstructing (either in accordance with the original or a different design) of the damaged or destroyed property, and that it will forthwith commence and diligently prosecute the repair, replacement or reconstruction of the damaged or destroyed property unless it shall determine after consultation with the -57- Consulting Engineers that the repair, replacement or reconstruction of such property is not essential to the efficient operation of the Facility or any additional project financed in whole or in part from the proceeds of the Bonds. The proceeds of all insurance referred to in this Section shall be available for and shall, to the extent necessary, be applied to the repair, replacement or reconstruction of the damaged or destroyed property and shall be paid out in the manner herein - above provided for payments from the Construction Fund. If such proceeds are more than sufficient for such purpose, the balance remaining shall be deposited to the credit of the General Reserve Fund. If such proceeds shall be insufficient for such purpose, the deficiency may be supplied out of any moneys in the General Reserve Fund. All insurance policies shall be open to the inspection of the Fiscal Agent and the Bondholders and their representatives at all reasonable times, he City Manager or his designee is hereby authorized in the name of the City to demand, collect, sue and receipt for the insurance money which may become due and payable under any policies payable to it. Any appraisement or adjustment of any loss of damage and any settlement or payment of indemnity therefor which may be agreed upon between the City and any insurer shall be evidenced to the City Manager by a certificate signed by the officer or officers responsible for managing the Facility or any additional project financed in whole or in part from the proceeds of the Bonds. Notwithstanding the foregoing provisions of this Section, the City may institute and maintain fiscally sound and prudent self- insurance programs with regard to such risks as shall be consistent with the recommendations of a qualified and regionally recogniozed insurance consultant. Section 708. Use of Revenues. The City covenants and agrees that, so long as any of the Bonds secured hereby shall be Outstand- ing, none of the Revenues will be used for any purpose other than as provided in this Resolution and no contract or contracts will be entered into or any action taken by which the rights of holders of the Bonds might be impaired or diminished. Section 709. Records Accounts and Audits. The City cove- nants that it will keep the funds, accounts, moneys and investments relating to the Facility and any additional project financed in whole or in part from the proceeds of the Bonds separate from all other funds, accounts, moneys and investments of the City or any of its departments, and that it will keep accurate records and accounts of all items of costs and of all expenditures relating to the Facility and any such additional project and of the Revenues collected and the application of such Revenues. Such records and accounts shall be open to the inspection of all interested persons. The City further covenants that at least quarterly during each Fiscal Year beginning with the first full Fiscal Year following the date of delivery of Bonds pursuant to Section 207 of this Resolu- tion it will cause to be filed with the City Clerk and the Fiscal Agent an unaudited interim report, signed by the City Manager, setting forth in respect of the preceding three-month period: -58- ` 0-0324 U (a) a separate income and expense account for the Facility and any such additional project showing the Net Revenues and a calculation showing whether the City is in compliance with Section 501 of this Resolution, (b) all deposits to the credit of and withdrawals from each special Fund and Account created under the provisions of this Resolution, (c) the details of all Bonds issued, paid, purchased or redeemed, (d) a balance sheet as of the end of such three-month period, and (e) the amounts on deposit at the end of such three- month period in each bank or trust company and the security held therefor. The City further covenants that within six months after the close of each Fiscal Year it will cause an audit to be completed of its books and accounts pertaining to the Facility and any such additional project by the Accountant. Reports of each such audit shall be filed with the City Commission, the City Manager and the Fiscal Agent, and copies of such report shall be mailed to any Bondholder who shall have filed such owner's name and address with the City Clerk for such purpose. Each such audit report shall set forth in respect of said Fiscal Year the same matters as are hereinabove required for the quarterly reports and shall include a comparison with the Annual Budget for said Fiscal Year. The Accountant, in addition to such audit report, shall furnish a special report stating that an examination of the financial statements has been conducted in accordance with generally accepted accounting auditing standards and stating whether such financial statements present fairly the financial position of the Facility and any such additional project and the results of their operations and changes in its financial position for the period covered by such audit report in conformity with generally accepted accounting principles applied on a consistent basis. Such special report shall state (i) whether at year end any violation of Bond covenants existed and (ii) if at any time during the Fiscal Year under audit an event of default (as defined in Section 802(a) through (j) inclusive) occurred and if so, the nature of the default. Such special reports shall be limited to financial matters described in the Resolution. In the event that for any reason beyond the control of the City it is unable to obtain the foregoing certifi- cate as to compliance with generally accepted accounting principles and is taking all reasonable and feasible actions to obtain such certificates as to subsequent Fiscal Years, the City shall be deemed to be in compliance with the provisions of the Section, if, in lieu of the certificate required above such certificate states the reasons for such non-compliance or non -conformity. The City further covenanter that it will cause any additional reports or audits relating to the Facility and any such additional project to be made as required by law or by any applicable rules or regulations of any governmental authority having jurisdiction -59- 90-0324 in the premises. The cost of such audits shall be treated as a part of the cost of operation. For the purposes of this Resolution, each fund created hereunder shall be a series of accounts within the book of accounts of the City and shall connote a segregation of accounts, which will support special purpose disclosure reports, not be to construed as a separate set of books and accounts. Section 710. Enforcement of Collections. The City will diligently enforce and collect the rates, fees and other charges for the services of the Facility and any additional project for which rates, fees or charges may be collected that was financed in whole or in part from the proceeds of the Bonds; will take all steps, actions and proceedings for the enforcement and collection of such rates, fees and charges as shall become delinquent to the full extent permitted or authorized by law; and will maintain accurate records with respect thereto. All such rates, fees, charges and revenues herein pledged shall, as collected, be held in trust to be applied as provided in this Resolution and not otherwise. Section 711. No Sale or Mortgage of Project. (a) The City covenants that so long as any Bonds shall be Outstanding under the provisions of this Resolution and except as in this Resolution otherwise permitted, it will not sell, lease or otherwise dispose of or encumber the Facility and any additional project for which rates, fees or charges may be collected that was financed in whole or in part from the proceeds of the Bonds. The City may, however, from time to time, sell any machinery, fixtures, apparatus, tools, instruments, or other movable property acquired by it in connection with the Facility or any such additional project, or any materials used in connection therewith, if the City shall determine that such articles are no longer needed or are no longer useful in connection with the construction or operation and maintenance of the Facility or any such additional project, and the proceeds thereof shall be applied to the replacement of the properties so sold or disposed of or shall be deposited to the credit of the Redemption Account or the General Reserve Fund, at the option of the City. (b) Notwithstanding the provisions of subsection (a) of this Section, the City may from time to time sell, trade or lease such other property forming part of the Facility or any such additional project as is not needed or serves no useful purpose in connection with the maintenance and operation thereof and the proceeds of any such sale of property which is declared by resolution of the City Commission to be unnecessary for the Facility or such additional project shall be deposited to the credit of the Redemption Account or the General Reserve Fund, as may be provided by such resolution. The City may also lease such portions of the Facility as shall have been designed and constructed to be leased without regard to the findings mentioned in the preceding sentence. The property received in exchange pursuant to any trade shall be deemed to be a part of the Facility. The rentals under any such lease shall be deposited to the credit of the Revenue Fund. (c) Notwithstanding the provisions of subsection (a) of this Section, the City may from time to time permanently abandon the use I ` 0 -Q324 0 U. of, sell, trade or lease any property forming a part of the Facility or any such additional project, but only if: (1) there shall be filed with the City Clerk and the Fiscal Agent prior to such abandonment, sale or lease a certificate, signed by the City Manager and approved by the Consulting Engineers, stating: (A) that the City is not then in default in the performance of any of the covenants, conditions, agreements or provisions contained in this Resolu- tion, and (B) that the Net Revenues for the next ensuing Fiscal Year, after giving effect to such abandon- ment, sale or lease and any replacement, are not less than one hundred per centum (t00%) of the Maximum Annual Debt Service for any Fiscal Year thereafter; and (2) the amount held for the credit of the Reserve Account is equal to the Reserve Account Requirement. The proceeds of the sale of any property forming part of the Facility or any such additional project under the provisions of subsection (c) of this Section shall either be deposited by the City to the credit of the Redemption Account or the General Reserve Fund, at the option of the City, or shall be applied to the replacement of the property so sold, and any property acquired as such replacement shall become a part of the Facility or any such additional project subject to the provisions of this Resolution. The rentals under any such lease shall be deposited to the credit of the Revenue Fund. (d) Notwithstanding the foregoing provisions of this Section, the City may sell or transfer the Facility or any such additional project, but only if: (1) there shall be filed with the City Clerk and the Fiscal Agent prior to such sale or transfer a certif- icate, signed by the City Manager and approved by the Consulting Engineers and the Accountant, stating: (A) that the City is not in default in the performance of any of the covenants, conditions, agreements, or provisions contained in the Resolu- tion, and (B) the proceeds from the sale or transfer of the Facility or any such additional project are sufficient, together with any other money of the City, to defease pursuant to Section 1101 hereof all of the Bonds then Outstanding; and (2) there shall be filed with the City Clerk and the Fiscal Agent an opinion of bond counsel, nationally recognized in the field of tax-exempt financing, to the effect that the sale or transfer of the Facility or such additional facility, as the case may be, will not affect -61- 90-0324 M 12 the exclusion from gross income for federal income tax purposes of interest on the Bonds. The proceeds of the sale or transfer of the Facility or such additional facility under the provisions of subsection (d) of this Section shall be deposited by the City (i) to the credit of the Redemption Account, after which the Bonds shall be called for redemption as provided by a supplemental resolution, or (ii) with an escrow agent pursuant to an escrow deposit agreement in such a manner as to defease the Bonds as provided in Section 1101 of this Resolution, at the option of the City as evidenced by a supple- mental resolution of the City Commission. -62- ` 0- 0324 Ea ARTICLE VIII Remedies Section 801. Extension of Interest Payment. In case the time for the payment of the interest of any Bond shall be extended, whether or not such extension be by or with the consent of the City, such interest so extended shall not be entitled in case of default hereunder to the benefit or security of. this Resolution except subject to the prior payment in full of the principal of and interest on all Bonds then Outstanding the time for the payment of which shall not have been extended. Section 802. Events of Default. Each of the following events is hereby declared an "event of default", that is to say, if: (a) payment of the principal and redemption premium, if any, of any of the Bonds shall not be made when the same shall become due and payable, either at maturity or by proceedings for redemption or otherwise; or (b) payment of any installment of interest on any of the Bonds shall not be made when the same shall become due and payable; or (c) payment of any amount required to satisfy any Amortization Requirement shall not be made, if required herein; or (d) the City shall for any reason be rendered incapable of fulfilling its obligations hereunder; or (e) final judgment for the payment of money shall be rendered against the City as a result of the ownership, control or operation of the Facility or any additional project for which rates, fees or charges may be collected that was financed in whole or in part from the proceeds of the Bonds and any such judgment shall not be discharged within sixty (60) days from the entry thereof or an appeal shall not be taken therefrom or from the order, decree or process upon which or pursuant to which such judgment shall have been granted or entered, in such manner as to stay the execution of or levy under such judgment, order, decree or process or the enforcement thereof; or (f) if the City admits in writing its inability to pay its debts generally as they become due, or files a petition in bankruptcy, or makes an assignment for the benefit of its creditors, or consents to the appointment of a receiver or trustee for itself or for the whole or any part of the Facility; or (g) if the City is adjudged insolvent by a court of competent jurisdiction, or it be adjudged a bankrupt on a petition in bankruptcy filed against the City, or an order, judgment or decree be entered by any court of competent jurisdiction appointing, without the consent of. the City, a receiver or trustee of the City or of the whole or any part -63- of its property and any of the aforesaid adjudications, orders, judgments or decrees shall not be vacated or set aside or stayed within ninety (90) days from the date of entry thereof; or (h) if the City shall file a petition or answer seeking reorganization or any arrangement under the Federal bankruptcy laws or any other applicable law or statute of the United States of America or any state thereof; or (i) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of its property, and such custody or control shall not be terminated within ninety (90) days from the date of assumption of such custody or control; or (j) the City shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the part of the City to be performed and such default shall continue for thirty (30) days after written notice specifying such default and requiring same to be remedied shall have been given to the City, which notice the Fiscal Agent may, and upon the written request of the owners of not less than twenty-five per centum (25%) in aggregate principal amount of the Bonds then Outstanding shall, give to the City. Section 803. Acceleration of Maturities. Upon the happening and continuance of any event of default specified in clauses (a) through (j) of Section 802 of this Article, then and in every such case, but only with the prior written consent of MBIA, the trustee for the Bondholders appointed pursuant to Section 804 hereof may and upon the written request of the owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding shall, by a notice in writing to the City, declare the principal of all of the Bonds then Outstanding (if not then due and payable) to be due and payable immediately, and upon such declaration the same shall become and be immediately due and payable, anything contained in the Bonds or in this Resolution to the contrary notwithstanding; provided that if at any time after the principal of the Bonds shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Resolution, moneys shall have accumulated in the Sinking Fund sufficient to pay the principal of all matured Bonds and all arrears of interest, if any, upon all Bonds then Out- standing (except the principal of any Bonds not then due except by virtue of such declaration and the interest accrued on such Bonds since the last interest payment date) , and all amounts then payable by the City hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited with the Paying Agents, and every other default in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds or in this Resolution (other than a default in the payment of the principal of such Bonds then due only because of a declaration under this Section) shall have been remedied, then and in every -64- 90--0324 such case, but only with the prier written consent of MBIA, such trustee may and upon the written request of the holders of not leis than twenty-five per centum (25%) in aggregate principal amount of the Bonds not then due except by virtue of such declaration and then outstanding shall, by written notice to the City, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. Section 804. Enforcement of Remedies. Upon the happening and continuance of any event of default specified in Section 802 of this Article, then and in every such case any Bondholder may or any trustee acting for Bondholders in the manner hereinafter provided may, and upon the written request of the owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding hereunder shall, proceed to protect and enforce the rights of the Bondholders under Florida law or under this Resolution by such suits, actions or special proceedings in equity or at law, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as such Bondholder or trustee shall deem most effectual to protect and enforce such rights. Nothing herein, however, shall be construed to grant any Bondholder any lien on any property of or within the corporate boundaries of the City, except as provided herein. No Bondholder shall have any right in any manner whatever to affect adversely or prejudice the security of this Resolution or to exercise any right hereunder except in the manner herein provided, and all proceedings at law or in equity shall be instituted and maintained for the benefit of all Bond- holders. Bondholders in an aggregate principal amount of more than twenty per centum (20%) of Bonds issued under this Resolution then Outstanding may by a duly executed certificate in writing appoint a trustee for the Bondholders with authority to represent such Bondholders in any legal proceedings for the enforcement and protection of the rights of such Bondholders. Such certificate shall be executed by such Bondholders or their duly authorized attorneys or representatives and shall be filed in the office of the Finance Director of the City. Section 805. Pro Rata Application of Funds. Anything in this Resolution to the contrary notwithstanding, if at any time the moneys in the Sinking Fund shall not be sufficient to pay the principal of or the interest on the Bonds as the same become due and payable (either by their terms or by acceleration of maturities under the provisions of Section 803 of this Article), such moneys, together with any moneys then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be ? applied as follows: (a) Unless the principal of all the Bonds shall have -� become due and payable or shall have been declared due and payable, all such moneys shall be applied =1 -� first: to the payment to the persons entitled _! thereto of all installments of interest then due and -65- payable on the Bonds, in the order in which such install- ments become due and payable, and, if the amount avail- able shall not be sufficient to pay in full any parti- cular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or prefer- ence except as to any difference in the respective rates of interest specified in the Bonds; second: to the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which sufficient moneys are held pursuant to the provisions of this Resolution), in the order of their due dates, with interest upon such Bonds at the respective rates specified therein from the respective dates upon which they become due, and, if the amount available shall not be sufficient to pay in full the principal of Bonds due on any particular date, together with such interest, then to the payment first of such interest, ratably according to the amount of such interest due on such date, and then to the payment of such principal, ratably according to the amount of such principal due on such date, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds; and third: to the payment of the interest on and the principal of the Bonds, to the purchase and retirement of Bonds and to the redemption of Bonds, all in accor- dance with the provisions of Article V of this Resolu- tion. (b) If the principal of all the Bonds shall have become due and payable or shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratable, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds. (c) If the principal of all the Bonds shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled under the provi- sions of Section 803 of this Article, then, subject to the provisions of subsection (b) of this Section, in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys remaining in and thereafter accruing to the Sinking Fund shall be applied in accordance with the provisions of subsection (a) of this Section. 90-0324 The provisions of this Section are in all respects subject to -- the provisions of Section 801 of this Article. Whenever moneys are to be applied by the Fiscal Agent pursuant to the provisions of this Section, such moneys shall be applied by the Fiscal Agent at such times, and from time to time, as the Fiscal Agent in its sole discretion shall determine, having due -_ regard to the amount of such moneys available for application and —_ the likelihood of additional moneys becoming available for such application in the future; the deposit of such moneys with the -_ Paying Agents, or otherwise setting aside such moneys, in trust for the proper purpose, shall constitute proper application by the Fiscal Agent; and the Fiscal Agent shall incur no liability whatsoever to any Bondholder or to any other person for any delay in applying any such funds, so long as the Fiscal Agent acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Resolution as may be applicable at the time of application. Whenever the Fiscal Agent shall exercise such discretion in applying such funds, it shall fix the date upon which such applica- tion is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Fiscal Agent shall give such notice as it may deem appropriate of the fixing of any such date, and shall not be required to make =- payment to the owner of any Bond until such Bond shall be surren- dered to it for appropriate endorsement. Section 806. Effect of Discontinuance of Proceedings. In case any proceeding taken by the Fiscal Agent on account of any default shall have been discontinued or abandoned for any reason, then and in every such case the City and the Fiscal Agent shall be restored to their former positions and rights hereunder, respec- tively, and all rights and remedies of the Fiscal Agent and the Bondholders shall continue as though no such proceeding had been taken. Section 807. Restriction on Individual Bondholder Actions. No holder of any of the Bonds hereby secured shall have any right in any manner whatever by such holder's action to affect, disturb or prejudice the security of this Resolution, or to enforce any right hereunder except in the manner herein provided, and all such proceedings at law or in equity shall be instituted, had and maintained for the benefit of all holders of such Bonds and coupons. Section 808. No Remedy Exclusive. No remedy herein con- ferred upon the Fiscal Agent on behalf of the Bondholder is intended to be exclusive of any other remedy or remedies herein provided, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder. Section 809. Delay Not a Waiver. No delay or omission of the Fiscal Agent to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Article to the Fiscal Agent on behalf of the Bondholders may be exercised from time to time and as often as may be deemed expedient. -67- 90-0324 U 12 Section 810. _Right to Enforce Payment of Bonds. Nothing in this Article shall affect or impair the right of any Bondholder to enforce the payment of the principal of and interest on the Bonds, or the obligation of the City to pay the principal of and interest on each Bond to the holder thereof at the time and place in said Bond expressed. 90-0324 O ARTICLE IX -- Execution of Instruments by Bondholders and Proof of ownership of Bonds Section 901. ]Execution of Instruments by Bondholders and proof of Ownership of Bonds. Any request, direction, consent or other instrument in writing required or permitted by this Resolu- tion to be signed or executed by Bondholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Bondholders or their attorneys or legal represen- tatives. Proof of the execution of any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this Resolution and shall be conclusive in favor of the City with regard to any action taken by it under such instrument if made in the following manner: (a) The fact and date of the execution by any person of any such instrument may be proved by the verification of any officer in any jurisdiction who, by the laws thereof, has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him, or by an affidavit of a witness to such execution. Where such execution is on behalf of a person other than an indivi- dual such verification or affidavit shall also constitute sufficient proof of the authority of the signer thereof. (b) The ownership of the Bonds shall be proved by the registration books kept under the provisions of Section 204 of this Resolution. Nothing contained in this Article shall be construed as limiting the Fiscal Agent to such proof, it being intended that the Fiscal Agent may accept any other evidence of the matters herein stated which it may deem sufficient. Any request or consent of the owner of any Bond shall bind every future owner of the same Bond in respect of anything done by the City in pursuance of such request or consent. Notwithstanding any of the foregoing provisions of this Section, the Fiscal Agent shall not be required to recognize any person as an owner of any Bond or to take any action at his request unless such Bond shall be deposited with the Fiscal Agent. 40 324 ARTICLE R Supplemental Resolutions Section 1001. Supplemental Resolutions Without Bondholders' Consent. The City Commission, from time to time and at any time, may adopt such resolution supplemental hereto as shall. not be inconsistent with the terms and provisions hereof (which supple- mental resolution shall thereafter form a part hereof): (a) to cure any ambiguity or formal defect or omission or to correct any inconsistent provisions in this Resolution or in any supplemental resolution, or (b) to grant to or confer upon the Bondholders any additional rights, remedies, power, authority or security that may lawfully be granted to or conferred upon the Bondholders, or (c) to add to the conditions, limitations and restric- tions on the issuance of Bonds under the provisions of this Resolution other conditions, limitations and restrictions thereafter to be observed, or (d) to add to the covenants and agreements of the City in this Resolution other covenants and agreements thereafter to be observed by the City or to surrender any right or power herein reserved to or conferred upon the City, or (e) to qualify the Bonds or any of the Bonds for registration under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or (f) to qualify this Resolution as an "indenture" under the Trust Indenture Act of 1.939, as amended, or (g) to make such changes as may be necessary to adjust the terms hereof so as to facilitate the issuance of Variable Rate Bonds, Capital Appreciation Bonds, Capital Appreciation and Income Bonds, Put Bonds and such other Bonds as may be marketable from time to time, or (h) to permit Bonds to be issued in book entry form with or without physical bonds, or (i) to make such changes as may be necessary to comply with the provisions of the Code relating to the exclusion of interest on the Bonds from gross income thereunder, or (j) to make such changes as shall be required in order to maintain the ratings on the Bonds. At least thirty (30) days prior to the adoption of any supplemental resolution for any of the purposes of this Section, the City Clerk shall cause a notice of the proposed adoption of such supplemental resolution to be mailed, postage prepaid, to all registered owners of Bonds at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that copies -70- 90-0 324 thereof are on file at the office of the City Clerk for inspection by all Bondholders. A failure on the part of the City Clerk to mail the notice required by this Section shall not affect the validity of such supplemental resolution. Section 1002. Supplemental Resolutions with Bondholders' Consent. Subject to the terms and provisions contained in this Section, and not otherwise, the owners of not less than a majority- in aggregate principal amount of the Bonds then Outstanding shall have the right, from time to time, anything contained in this Resolution to the contrary notwithstanding, to consent to and approve the adoption of such resolution or resolutions supplemental hereto as shall be deemed necessary or desirable by the City for the purpose of modifying, altering, amending, adding to or rescind- ing, in any particular, any of the terms or provisions contained in this Resolution or in any supplemental resolutions; provided, - however, that nothing herein contained shall permit, or be con- strued as permitting, (a) an extension of the maturity of the = principal of or the interest on any Bond issued hereunder, or (b) a reduction in the principal amount of any Bond or the redemption premium or the rate of interest thereon, or (c) the creation of a lien upon or a pledge of Revenues or Designated Revenues other than the lien and pledge created by this Resolution, or (d) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds _ required for consent to such supplemental resolution. Nothing herein contained, however, shall be construed as making necessary - the approval by Bondholders of the adoption of any supplemental resolution as authorized in Section 1001 of this Article. If at any time the City shall determine that it is necessary or desirable to adopt any supplemental resolution for any of the purposes of this Section, the City Clerk shall cause notice of the proposed adoption of such supplemental resolution to be mailed, postage prepaid, to all owners of Bonds at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that copies thereof are on file at the office of the City Clerk for inspection by all Bondholders. The City shall not, however, be subject to any liability to any Bondholder by reason of its failure to cause the notice required by this Section to be mailed and any such failure shall not affect the validity of such supplemental resolution when consented to and approved as provided in this Section. Whenever, at the time within one year after the date of the first publication of such notice, the City shall deliver to the Fiscal Agent an instrument or instruments in writing purporting to be executed by the owners of not less than a majority in aggregate principal amount of Bonds then Outstanding, which instrument or instruments shall refer to the proposed supplemental resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the form of the copy thereof referred to in such notice, thereupon, but not otherwise, the City Clerk may adopt such supplemental resolution in substan- tially such form, without liability or responsibility to any owner of any Bond, whether or not such owner shall have consented thereto. -71- F AIB'L If the owners of not less than a majority in aggregate principal amount of the Bonds outstanding at the time of -the adoption of such supplemental resolution shall have consented to and approved the adoption thereof as herein provided, no owner of any Bond shall have any right to object to the adoption of such _ supplemental resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the City Commission from adopting the same or from taking any action pursuant to the provisions thereof.. Upon the adoption of any supplemental resolution pursuant to the provisions of this Section, the Resolution shall be and be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the City and all owners of Bonds then Outstanding shall, thereafter be determined, exercised and enforced in all respects under the provisions of this Resolution as so modified and amended. Section 1003. Supplemental Resolutions Part of Resolution. Any supplemental resolution adopted in accordance with the provi- sions of this Article and approved as to legality by the City Attorney shall thereafter form a part of this Resolution, and all of the terms and conditions contained in any such supplemental resolution as to any provision authorized to be contained therein shall be and shall be deemed to be part of the terms and conditions of this Resolution for any and all purposes. In case of the adoption and approval of any supplemental resolution, express reference may be made thereof in the text of any Bonds issued thereafter, if deemed necessary or desirable by the City. -72- 90-0 324 ARTICLE X1 Defeasance Section 1101. Discharcte and Satisfaction of Bonds. The covenants, liens and pledges entered into, created or imposed pursuant: to this Resolution may be fully discharged and satisfied with respect to all or a portion of the Bonds in any one or more of the following ways: (a) by paying the principal of and interest on such Bonds (or, in the case of Capital Appreciation Bonds, the Accreted Value thereof or, in the case of Capital Appreciation and Income Bonds, the Appreciated Value thereof and interest thereon) when the same shall become due and payable; or (b) by depositing in the Bond Service Account and the Redemption Account and/or in such other accounts which are irrevocably pledged to the payment of Bonds as the City may hereafter create and establish by resolution, certain moneys which together with other moneys lawfully available therefor, if any, shall be sufficient at the time of such deposit to pay when due the principal, redemption premium, if any, and interest due and to become due on said Bonds (or, in the case of Capital Appreciation Bonds, the Accreted Value or redemp- tion price thereof or, in the case of Capital Appreciation and Income Bonds, the Appreciated Value or redemption price thereof and interest thereon) on or prior to the redemption date or maturity date thereof; or (c) by depositing in the Bond Service Account and the Redemption Account and/or such other accounts which are irrevocably pledged to the payment of Bonds as the City may hereafter create and establish by resolution, moneys which together with other moneys lawfully available therefor when invested in such Defeasance obligations which shall not be subject to redemption prior to their maturity other than at the option of the holder thereof, will provide moneys which shall be sufficient to pay when due the principal, redemption premium, if any, and interest due or to become due on said Bonds (or, in the case of Capital Appreciation Bonds, the Accreted Value or redemption price thereof or, in the case of Capital Appreciation and Income Bonds, the Appreciated Value or redemption price thereof and interest thereon) on or prior to the redemption date or maturity date thereof. In any case where (b) or (c) above is to be achieved by the issu- ance of refunding bonds, for so long as MBIA shall insure any of the Bonds, the covenants, liens and pledges under this Resolution shall not be discharged and satisfied unless and until the City shall, in addition, have satisfied all requirements set forth in Schedule A to this Resolution. Upon such payment or deposit in the amount and manner provided in this Section, Bonds shall be deemed to be paid and shall no longer be deemed to be Outstanding for the purposes of this Resolution and all liability of the City with respect to said Bonds shall cease, terminate and be completely discharged and extin- guished, and the holders thereof shall be entitled for payment -73- 90-0324 solely out of the moneys or securities so deposited; provided that in the event said Bonds do not mature and are not to be redeemed within the next succeeding sixty (60) days, the City shall have given the Paying Agent irrevocable instructions to give, as soon as practicable, a notice to the holders of said Bonds by first- class mail, postage prepaid, stating that the deposit of said moneys or Defeasance Obligations has been made with an appropriate fiduciary institution acting as escrow agent solely for the holder of said Bond and other Bonds being defeased, and that said Bonds are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal of and premium, if any, and interest on said Bonds (or, in the case of Capital Appreciation Bonds, the Accreted Value thereof or, in the case of Capital Appreciation and Income Bonds, the Appreciated Value thereof and interest thereon). (d) As to Variable Rate Bonds, whether discharged and satisfied under the provisions of subsection (a), (b) or (c) above, the amount required for the interest thereon shall be calculated at the maximum rate permitted by the terms of the resolution which authorized the issuance of such Variable Rate Bonds; provided however, that if on any date, as a result of such Variable Rate Bonds having borne interest at less than such maximum rate for any period, the total amount of moneys and Defeasance Obligations on deposit for the payment of interest on such Variable Rate Bonds is in excess of the total amount which would have been required to be deposited on such date in respect of such Variable Rate Bonds in order to fully discharge and satisfy such Bonds pursuant to the provisions of this Section, the City may use the amount of such excess free and clear of any trust, lien, security interest, pledge or assignment securing said Variable Rate Bonds or otherwise existing under this Resolution. (e) Notwithstanding any of the provisions of this Resolution to the contrary, Put Bonds may only be fully discharged and satisfied either pursuant to subsection (a) above or by depositing in the Bond Service Account and the Redemption Account, or in such other accounts which are irrevocably pledged to the payment of the Put Bonds as the City may hereafter create and establish by resolution, moneys which together with moneys lawfully available therefor, if any, shall be sufficient at the time of such deposit to pay when due the maximum amount of principal of and redemption premium, if any, and interest on such Put Bonds which could become payable to the holders of such Bonds upon the exercise of any options provided to the holders of such Bonds; provided however, that if, at the time a deposit is made pursuant to this subsection (e), the options originally exercisable by the holder of a Put Bond are no longer exercisable, such Bond shall not be considered a Put Bond for purposes of this subsection (e). (f) Notwithstanding the foregoing, all references to the discharge and satisfaction of Bonds shall include the dis- charge and satisfaction of any issue of Bonds, any portion of an issue of Bonds, any maturity or maturities of an issue of Bonds, any portion of a maturity of an issue of Bonds or any -74- 0034 1] El M combination thereof, provided subsection (f) shall not affect Bonds set forth in subsection that the provisions of this the requirements regarding Put (e) (g) If any portion of the moneys deposited for the payment of the principal of and redemption premium, if any, and interest on any portion of the Bonds (or, in the case of Capital Appreciation Bonds, the Accreted Value thereon or, in the case of Capital Appreciation and Income Bonds, the Appreciated Value thereof and interest thereon) is not required for such purpose, the City may use the amount of such excess free and clear of any trust, lien, security interest, pledge or assignment securing said Bonds or otherwise existing under this Resolution. -75- ` 0-0 24 ARTICLE XII Concerning the Fiscal. Agent Section 1201. Appointment of Fiscal Agent. The Fiscal Agent shall be a bank or trust company authorized by law to exercise — corporate trust powers and subject to examination by Federal or _= state authority, of good standing and having a combined capital _ and surplus aggregating not less than Five Million Dollars ($5,000,000). NCNB National Bank of Florida is hereby appointed as Fiscal. Agent, Bond Registrar and Paying Agent for the Series 1990 Bonds. Section 1202. No Obligation to Institute or Defend Suit Without Indemnification. The Fiscal Agent shall be under no obligation to institute any suit, or to take any remedial Proceed- ing under this Resolution, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the obligations hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all costs and expenses, outlays and counsel fees and other reasonable disburse- ments, and against all liability; the Fiscal Agent may, neverthe- less, begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it as such Fiscal Agent, without indemnity, and in such case the City shall reimburse the Fiscal Agent from the Revenues for all costs and expenses, outlays and counsel fees and other reasonable disbursements properly incurred in connection therewith. Section 1203. No Liability for Failure to Make Collections or Deposits. The Fiscal Agent shall not be liable or responsible because of the failure of the City or of any of its agents or employees to make any collections or deposits or to perform any act herein required of them or because of the loss of any moneys arising through the insolvency or the act or default or omission of any other Depositary in which such moneys shall have been deposited under the provisions of this Resolution. The immunities and exemptions from liability of the Fiscal Agent hereunder shall extend to its directors, officers, employees and agents. Section 1204. Fees and Expenses. Subject to the provisions of any contract between the City and the Fiscal Agent, the City shall pay to Fiscal Agent, from the Revenue Fund, reasonable compensation for all services performed by it hereunder and also all its reasonable expenses, charges and other disbursements and those of its attorneys, agents and employees incurred in and about the administration and execution of the trusts hereby created and the performance of its powers and duties hereunder, and from such Fund only, shall indemnify and save the Fiscal Agent harmless against any liabilities which it may incur in the exercise and performance of its powers and duties hereunder. Any payment by the City to the Fiscal Agent for compensation or expenses of the Fiscal Agent or its attorneys shall be treated as a Current Expense. Section 1205. Reliance on Certificates or Reports. In case at any time it shall be necessary or desirable for the Fiscal Agent to make any investigation respecting any fact preparatory to taking or not taking any action or doing or not doing anything as such -76- Fiscal Agent, and in any case in which this Resolution provides for permitting or taking any action, the Fiscal Agent may rely upon any certificate or report required or permitted to be filed with it under the provisions of the Resolution, and any such certificate or report shall be evidence of such fact to protect the Fiscal Agent in any action that it may or may not take or in respect of anything it may or may not do by reason of the supposed existence of such fact. Except as otherwise provided in this Resolution, any request, notice or other instrument from the City or from the City Commission to the Fiscal Agent shall be deemed to have been signed by the proper party or parties if signed by the City Manager. Except as herein otherwise provided, the Fiscal Agent may accept a certificate signed by the City Clerk as to any action taken by the City Commission. Section 1206. Bight To Deal In Bonds. The Bank or trust company acting as Fiscal Agent under this Resolution, and its directors, officers, employees or agents, may in good faith buy, sell, own, hold and deal in any of the Bonds issued under the provisions of this Resolution, and may join in any action which any Bondholder may be entitled to take with like effect as if such bank or trust company were not the Fiscal Agent under this Resolution. Section 1207. City's Representations; No Representations of Fiscal Agent. The recitals, statements and representations contained herein and in the Bonds shall be taken and construed as made by and on the part of the City and not by the Fiscal Agent, and the Fiscal Agent assumes and shall be under no responsibility for the correctness of the same. The Fiscal Agent shall have no responsibility in respect to the validity or sufficiency of this Resolution or the due adoption thereof, or in respect of the validity of the Bonds or of the coupons or the due execution thereof. Section 1208. No Liability of Fiscal Agent. The Fiscal Agent shall be protected and shall incur no liability in acting or pro- ceeding, or in not acting or not proceeding, in good faith, reason- ably and in accordance with the terms of this Resolution, upon any resolution, order, notice, request, consent, waiver, certificate, statement, affidavit, requisition, bond or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper board or person or to have been prepared and furnished pursuant to any of the provisions of this Resolution, or upon the written opinion of any attorney, engineer or accountant believed by the Fiscal Agent to be qualified in relation to the subject matter. The Fiscal Agent shall not be bound to recognize any person as an owner of any Bond or to take any action at his request unless such Bond shall be deposited with the Fiscal Agent. Section 1209. Resignation of Fiscal Agent. The Fiscal Agent may resign and thereby become discharged from the obligations hereby created, by notice in writing to be given to the City and published once in a Daily Newspaper of general circulation in the City, and in a financial journal or Daily Newspaper of general circulation published in the Borough of Manhattan, State of. New York, not less than sixty (60) days before such resignation is to take effect, but such resignation shall take effect immediately upon the appointment of a new Fiscal Agent hereunder, if such new -77- C4© 324 Fiscal Agent shall be appointed before the time limited by such notice and shall then accept the trusts hereof. Section 1210. Removal of Fiscal Agent. The Fiscal Agent may be removed and thereby become discharged from the obligations hereby created by notice in writing to be given by the City to the Fiscal Agent and published once in a Daily Newspaper of general circulation in the City, and a financial journal or Daily News- paper of general circulation published in the Borough of Manhattan, State of New York, not less than sixty (60) days before such removal is to take effect, but such removal shall take effect immediately upon the appointment of a new Fiscal Agent hereunder, if such new Fiscal Agent shall be appointed before the time limited by such notice and shall then accept the trusts hereof. Section 1211. Vacancy of Office of Fiscal Agent. If at any time hereafter the Fiscal Agent shall resign, be removed, be dissolved, or otherwise become incapable of acting, or if the bank or trust company acting as Fiscal Agent shall be taken over by any governmental official, agency, department or board, the position of Fiscal Agent shall thereupon become vacant. If the position of the Fiscal Agent shall become vacant for any of the foregoing reasons or for any other reason, the City Commission may appoint a Fiscal Agent to fill such vacancy. The City C'-mmission shall publish notice of any such appointment by it made once each week for two (2) successive weeks in a Daily Newspaper of general circulation in the City and in a financial journal or Daily Newspaper of general circulation published in the Borough of Manhattan, State of New York. At any time within one (1) year after any such vacancy shall have occurred, the holders of a majority in principal amount of the Bonds issued pursuant to this Resolution and then Outstanding, by an instrument or concurrent instruments in writing, signed by such Bondholders or their attorneys in fact thereupto duly authorized and filed with the City, may appoint a successor Fiscal Agent, which shall supersede any Fiscal Agent theretofore appointed by the City Commission. Photostatic copies of each such instrument shall be delivered promptly by the City to the predecessor Fiscal Agent and to the Fiscal Agent so appointed by the Bondholders. If no appointment of a successor Fiscal Agent shall be made pursuant to the foregoing provisions of this Section, the holder of any Bond Outstanding hereunder or any retiring Fiscal Agent may apply to any court of competent jurisdiction to appoint a successor Fiscal Agent. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribed, appoint a successor - Fiscal Agent. Section 1212. Successor Fiscal Accent. Every successor Fiscal Agent appointed hereunder shall have a combined capital and surplus aggregating not less than Five Million Dollars ($5,000,000) and shall execute, acknowledge and deliver to its predecessor, and also to the City, an instrument in writing accepting such appointment hereunder, and thereupon, such successor Fiscal Agent, without any further act, shall become fully vested with all the rights, immunities, powers and trusts, and subject to all the duties and obligations of its predecessor; but such predecessor shall, nevertheless, on the written request of the City or of its succes- sor, and upon payment of the expenses, charges and other disburse- ments of such predecessor which are payable pursuant to the provisions of Section 1204 of this Article, execute and deliver an instrument transferring to such successor Fiscal Agent all the rights, immunities, powers and trusts of such predecessor here- under; and every predecessor Fiscal Agent shall deliver all property and moneys held by it hereunder to its successor. Should any instrument in writing from the City be required by any succes- sor Fiscal Agent for more fully and certainly vesting in such Fiscal Agent the rights, immunities, power and trusts hereby vested or intended to be vested in the predecessor Fiscal Agent, any such instrument in writing shall and will, on request, be executed, _ acknowledged and delivered by the City. Notwithstanding any of the foregoing provisions of this Article, any bank or trust company having power to perform the duties and execute the trusts of this Resolution and otherwise qualified to act as Fiscal Agent hereunder with or into which the bank or trust company acting as Fiscal Agent may be merged or consolidated, or to which the assets and business of such bank or trust company may be sold, shall be deemed the successor of the Fiscal Agent. Section 1213. Access to Facility. The City covenants that the Fiscal Agent or any successor Fiscal Agent shall at all times have free access to all properties included in the Facility and every part thereof for the purposes of inspection and examination, and that its books, records and accounts may be examined by the Fiscal Agent at all reasonable times. -79- 90-0324 ARTICLE RIII sale of Series 1990 Bonds Section 1301. Details of the Series 1990 Bonds. The effec- tive interest rate on the. Series 1990 Bonds shall not exceed eight percent (8%). For the purposes of the preceding sentence, the effective interest rate shall be determined in accordance with the "Canadian" or "true" interest cost method of calculation by doubling the semi-annual interest rate (compounded semi-annually) necessary to discount the debt service payments from the payment date to the date of the Series 1990 Bonds and to the purchase price thereof set forth in the Purchase Contract (as hereinafter defined), not including interest accrued to the date of delivery. The effective interest rate to be borne by the Series 1990 Bonds shall be determined by the City Manager (or such Assistant City Manager as shall be designated by the City Manager) at the time of execution of the Purchase Contract and shall be, in the judgment of such officer and subject to the maximum rate limitation set forth above, the lowest rate available to the City under the then current financial conditions taking into consideration the maturities and mandatory prepayment dates, if any, established for the Series 1990 Bonds. The Series 1990 Bonds shall be in such aggregate principal amount not to exceed $13,000,000 and may be subject to optional or mandatory prepayment with prepayment premiums not to exceed seven percent (7%), as approved by the City Manager (or such Assistant City Manager as shall be designated by the City Manager). The Series 1990 Bonds shall be sold at an underwriting discount or fee not to exceed two percent (2%) of the total of the aggregate principal amount of the Series 1990 Bonds. The Series 1990 Bonds may be Capital Appreciation Bonds or Capital Appreciation and Income Bonds. The Series 1990 Bonds may be sold at such premium or at such original issue discount as shall be approved by the City Manager (or such Assistant City Manager as he shall designate), the execution of the Purchase Contract to be conclusive evidence of such approval by the City Manager. The Series 1990 Bonds may be issued in one or more series and may mature on one or more dates, provided that the final maturity of any of the Series 1990 Bonds shall be no later than November 15, 2009. All of the particulars of this Section 1301, and such other characteristics as may be necessary or advisable to be included in the Series 1990 Bonds or in relation to the issuance of the Series 1990 Bonds, including, without limitation, the dated date of the Series 1990 Bonds, as approved by the City Manager (or such Assistant City Manager as shall be designated by the City Manager) , shall be contained in the Purchase Contract. Section 1302. Purchase Contract Approved. The proposal submitted by Merrill Lynch Capital Markets, Carmona Ferrand Montes Securities Corporation and W.R. Lazard, Laidlaw & Mead Incorporated (collectively, the "Underwriters") at this meeting in the form of the Purchase Contract to be entered into by and between the City and the Underwriters, a copy of which is attached hereto as Exhibit A to this Resolution (the "Purchase Contract"), is hereby adopted as to form. The Purchase Contract shall be accepted and the Series 1990 Bonds shall be awarded to the Underwriters at the prices and upon the terms and conditions stated in the Purchase Contract dim 90--0324 provided such prices, terms and conditions are in compliance in all respects with the conditions and ].imitations set forth in this Resolution. Subject to the foregoing, the Mayor or Vice Mayor, and the City Attorney as to the form of the Purchase Contract, are hereby authorized, empowered and directed, in the name and on behalf of the City, to execute and deliver the Purchase Contract in form substantially equivalent to the form attached hereto as Exhibit A, with such changes, additions and deletions as may be approved by the Mayor, the Vice Mayor or the City Manager, the execution of the Purchase Contract by the Mayor or Vice Mayor and as to form by the City Attorney to be conclusive evidence of the approval of any such changes, additions and deletions. Section 1303. Escrow Deposit Agreement Approved: Appointment of Escrow Agent. The City Commission hereby approves the Escrow Deposit Agreement to be entered into by and between the City and the Escrow Agent, in substantially the form thereof attached hereto as Exhibit B, with such changes, additions and deletions as may be approved by the City Manager, the execution of the Escrow Deposit Agreement by the City Manager and as to form by the City Attorney to be conclusive evidence of the approval of any such changes, additions and deletions. NCNB National Bank of Florida is hereby appointed as Escrow Agent under the Escrow Deposit Agreement. Section 1304. Preliminary Official Statement Ratified. The City Commission hereby approves the Preliminary Official Statement relating to the Series 1990 Bondi (the "Preliminary Official Statement"), in the form attached hereto as Exhibit C, if printed, or, if not printed, in substantially the form attached hereto as Exhibit C, with such changes, additions or deletions as may be approved by the Director of Finance. The use and distribution of the Preliminary Official Statement by the Underwriters in connec- tion with the offering and sale of the Series 1990 Bonds is hereby ratified, confirmed and approved. Section 1305. Official Statement Approved. The City Commis- sion hereby authorizes the preparation of the Official Statement to be used in the actual offer and sale of the Series 1990 Bonds to the public (the "Official Statement") and hereby approves the Official Statement, which shall be substantially in the form of the Preliminary Official Statement attached hereto as Exhibit C, with such changes, additions or deletions as shall be necessary and appropriate to reflect the terms of the sale of the Series 1990 Bonds by the City to the Underwriters and the terms of the resale thereof by the Underwriters to the public. The City Commission hereby approves future use by the Underwriters of the Official Statement in connection with the offering of the Series 1990 Bonds to the public and hereby authorizes the preparation and use by the Underwriters of any supplement or amendment to the Official Statement which is necessary so that the Official Statement does not include any untrue statement of a material fact and does not omit to state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. The Official Statement and any supple- ment or amendment thereto shall be approved by the Mayor, the Vice Mayor or the City Manager, such approval to be evidenced by the execution of a certificate by the Mayor, the Vice Mayor, or the City Manager and by the execution of an acknowledgment on such -81- certificate by the City Attorney that the City Attorney has approved the Official Statement as to form. th Vice ` Ma or or the Cit Mann a? -is hereby The Mayor, e y y g authorized, empowered and directed to execute the Official State- ment and any supplement or amendment thereto after the Official Statement or such supplement or amendment thereto has been approved as provided in this Section 1305. Section 1306. Further Official Action. The Mayor, the Vice Mayor, the City Manager, the Assistant City Managers, the Director of Finance, the City Attorney, the City Clerk and other officials and officers of the City are hereby authorized, empowered and directed to execute and deliver such other documents and take such other actions (including, but not limited to, the procurement o a municipal bond insurance policy to secure the Series 1990 Bonds and a Reserve Account Credit Facility) as shall be necessary and appro- priate to accomplish the performance of the obligations of the City in respect thereof. The Mayor, the Vice Mayor or the City Manager is hereby authorized to agree to such requirements as may be imposed by the issuer of any municipal bond insurance policy or by any rating agency with respect to the Series 1990 Bonds as a condi- tion of such credit enhancement or rating and are hereby authorized to amend such documents approved in this Resolution as may be necessary to comply with such requirements. Section 1307. Negotiated Sale. Bonds to the Underwriters is hereby findings or the City Commission as se clause of this Resolution. -82- The negotiated sale of the authorized based on the t forth in the last WHEREAS 90-0324 ARTICLE XIV Miscellaneous Provisions Section 1401. Effect of Covenants. All covenants, stipula- tions, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obliga- tions and agreements of the City and of the City Commission and of each department and agency of the City to the full extent autho- rized or permitted by law, and all such covenants, stipulations, obligations and agreements shall bind or inure to the benefit of the successor or successors thereof from time to time and any officer, board, body or commission to whom or to which any power or duty affecting such covenants, stipulations, obligations and _ agreements shall be transferred by or in accordance with law. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed _ upon the City or upon the City Commission by the provisions of this Resolution shall be exercised or performed by the City Commission, or by such other officers, board, body or commission as may be required by law to exercise such powers or to perform such duties. No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the City Commission in such person's individual capacity, and neither the members of the City Commission nor any official executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 1402. Manner of Giving Notice. Any notice, demand, direction, request or other instrument authorized or required by this Resolution to be given to or filed with the City or the City Commission shall be deemed to have been sufficiently given or filed for all purposes of this Resolution if and when sent simultaneously by certified mail, return receipt requested to the City and to MBIA as follows: to the City, if addressed to the Director of Finance of The City of Miami, Florida, 3006 Aviation Avenue, Third Floor, Miami., Florida 33133; and to MBIA if addressed to Municipal Bond Insurance Assurance Corporation, 113 King Street, Armonk, New York 10504. All documents received by the City Manager and the City Commission under the provisions of this Resolution shall be retained in their possession, subject at all reasonable times to the inspection of. the City, any Bondholder, and the agents and representatives thereof. Section 1403. Successorship of Paying Agents. Any bank or trust company with or into which a Paying Agent may be merged or consolidated, or to which the assets and business of such Paying Agent may be sold, shall be deemed the successor of such Paying Agent for the purposes of this Resolution. -83- 90-0324 Section 1404. Successorship of Officers. In the event that the offices of Mayor, City Manager, Director of Finance, City Clerk or City Attorney shall be abolished or any two or more of such offices shall be merged or consolidated, or in the event of a vacancy in any such office by reason of death, resignation, removal from office or otherwise, or in the event any such officer shall become incapable of performing the duties of such officer's office by reason of sickness, absence from the City or otherwise, all powers conferred and all obligations and duties imposed upon such officer shall be performed by the officer succeeding to the prin- cipal functions thereof or by the officer upon whom such powers, obligations and duties shall be imposed by law. Section 1405. Substitute Publication and Mailing. If, because of the temporary or permanent suspension of publication of any Daily Newspaper or financial journal or for any other reason, the City Manager shall be unable to publish in a Daily Newspaper or financial journal any notice required to be published by any provision of this Resolution, or if, because of the temporary or permanent suspension of postal service, the City shall be unable to mail any notice required to be given by the provisions of this Resolution, the City shall give such notice in such other manner as in its judgment shall most effectively approximate such publica- tion or mailing, as the case may be, and the giving of notice in such a manner shall for all purposes of this Resolution be deemed to be in compliance with the requirement for the publication or mailing, as the case may be, thereof. Section 1406. Inconsistent Resolutions. All resolutions and parts thereof which are inconsistent with any of the provisions of this Resolution are hereby declared to be inapplicable to the provisions of this Resolution. Section 1407. Further Acts. The officers and agents of the City are hereby authorized and directed to do all the acts and things required of them by the Bonds and this Resolution, for the full, punctual and complete performance of all of the terms, covenants, provisions and agreements contained in the Bonds and this Resolution. Section 1408. Headings Not Part of Resolutions. Any headings preceding the texts of the several Articles and Sections hereof and any table of contents, marginal notes or foot notes appended to copies hereof shall be solely for convenience of reference and shall not constitute a part of this Resolution, nor shall they affect its meaning, construction or effect. Section 1409. City and Bondholders Alone Have Rights Under Resolution. Except as herein otherwise expressly provided, nothing in this Resolution, expressed or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the City and the holders of the Bonds issued under and secured by this Resolution, any right, remedy or claim, legal or equitable, under or by reason of the Resolution or any provision hereof, this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the City and the holders from time to time of the Bonds issued hereunder. -84- 90-0:324 Section 1410. Effect of Partial .Invalidity. In case any one or more of the provisions of this Resolution or of any Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of. the Bonds, but this Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provision had not been contained therein. The Bonds are issued and this Resolution is adopted with, the intent that the laws of the State of Florida shall govern their construction. Section 1411. Resolution Effective. This Resolution shall take effect immediately upon its adoption. Section 1412. Rights of MBIA. Notwithstanding anything in this Resolution to the contrary, the rights of MBIA created under this Resolution shall remain in force only so long as (i) the bond insurance policy issued by MBIA with respect to any of the Bonds shall remain in effect and MBIA shall not be in default in its obligations thereunder to make payments to the owners of the Bonds insured by such policy, or (ii) MBIA shall have made payments of debt service on any of the Bonds pursuant to such policy. -85- 00 -0 324 w U PASSED AND ADOPTED this 26th day of April, 1.990. f (official Seal) 4ZA- ' VIER L. SUAREF, Mayor ATTEST: L MATTY HIRAI, City Clerk PREPARED AND APPROVED BY: Assistant City Attorney APPROVED AS TO FORM AND CORRECTNESS JOR E L. E ANDEZ, City Attorney - 86 - 00-0324 E 11 SCHEDULE A SPECIAL_ CONDITIONS FOR REFUNDING 1. Receipt by Municipal Bond Investors Assurance Corporation of the final debt service schedule on the issue within three business days from the sale date. 2. Receipt, satisfactory review and subsequent oral approval by Municipal Bond Investors Assurance Corporation of draft copies of the CPA's verification, escrow securities purchase con- tracts of SLG subscription forms and escrow agreement at least ten business days prior to closing. Final and signed copies of all the above documents to be sent via overnight mail from closing. 3. Receipt by Municipal Bond Investors Assurance Corporation at least five business days prior to closing of a draft opinion from Bond counsel (or Special Tax Counsel) to the effect that the refunding bonds are being issued in compliance with state law and that the interest on the refunding bonds is tax- exempt. 4. Receipt by Municipal Bond Investors Assurance Corporation at least five business days prior to closing of a draft opinion from Bond Counsel stating that the refunded bonds have been legally defeased. (This condition is only applicable in those situations where the refunding issue is legally defeasing the refunded issue.) Final executed copies of #3 and #4 to be sent via overnight mail. 5. If the escrow agreement allows for the substitution of secur- ities in the escrow account, then it should be provided in the escrow agreement that no such substitution may occur unless there has first been delivered to the escrow agent/trustee, (1) a CPA verification that the escrow investments, as sub- stituted, are sufficient to pay debt service, as it becomes due, on the refunded bonds and (2) an opinion of nationally recognized bond counsel to the effect that the substitution is permitted under the documents and the substitution has no adverse effect on the tax-exempt nature of the refunding bonds. 6. Escrow investments must be limited to U.S. Treasury Certificates, Notes and Bonds (including State and Local Government Series -- "SLGS"), direct obligations of the Treasury which have been stripped by the Treasury itself, "CATS" and "TIGRS" and obligations issued by the following agencies which are backed by the full faith and credit of the U.S.. (1) U.S. Export -Import Bark Direct obligations or fully guaranteed certificates of beneficial ownership (2) Farmers Home Administration Certificates of beneficial ownership. (3) Federal Financing Bank. (4) Federal Housing Adminstration Debentures (5) General Services Administration Participation certificates 90-0324 (6) U.S. Maritime Administration ® Guaranteed Title XI financing _ (7) New Communities Debentures U.S. government guaranteed debentures (8) U.S. Public Housing Notes and Bonds U.S. government guaranteed public housing notes and bonds (9) U.S. Department of Housing and Urban Development Project Notes Local Authority Bonds (10) Pre -refunded municipal bonds rated "Aaa" by Moody's or "AAA" by S&P. If however, the issue is only rated by S&P (i.e., there is no Moody's rating), then the pre - refunded bonds must have been pre -refunded with cash, direct U.S. or U.S. guaranteed obligations, or AAA- rated pre -refunded municipals to satisfy this condition. S A-2 C40-0324 EXHIBITS A, B, AND C TO RESOLUTION 90-324 PASSED AND ADOPTED ON APRIL 26, 1990 - are filed in a separate folder with the backup papers for City Commission Meeting #3957 90-0324 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM Honorable Mayor and Members TO of the City Commission FROM Cesar H. Od i y City Manager q RECOMMENDATION: DATE •� FILE .it�t1 i J SUBJECT : Issuance of Special Obligation Refunding Bonds REFERENCES ENCLOSURES It is respectfully recommended that the City Commission adopt the attached resolution authorizing the issuance of not exceeding $13,000 ,000 aggregate principal amount of Special Obligation Refunding Bonds of the City of Miami, Florida, for the purpose of paying at their respective maturities or redeeming all or a portion of the outstanding Special Obligation Bonds, Series 1985, of the City, issued pursuant to Ordinance Uo. 1003.4, and paying the cost of issuance of the bonds; providing for the payment of such bonds and the interest thereon from the net revenues of the Off -Street Parking Facility refinanced from the proceeds of the Series 1965 Bonds and certain designated non ad valorem revenue sources of the City; describinq the terms, security and other provisions of the bonds; setting forth the rights and reraedies of the holders of the bonds; and providing certain other details relating to the issuance of such bonds, including their sale through negotiation; distribution of a Preliminary Official Statement and an Official Statement; providing severability; and providing for an effective date. BACKGROUND: Tile City issued $13,720,000 Special Obligation Bonds in July 1985, with the purpose of refunding the Parking Revenuer Bonds issued in 1981 to finance construction of the Gover:iment Center Parking Garage. The 1985 bonds had an interest rate of 8.97%. With the recent decline in interest rates we expect to pay in the range of 7-7.5% on refunding bonds to replace the 1985 bonds outstanding balance of $13,100,000- The issuance of these refunding bonds will produce present value savings in excess of $500,000. Tliese savings represent a reduction in total debt service, principal and interest, over the 17 year life of the new bonds. Both new refunding and old refunded bonds will have their final maturity in the year 2007. The attached resolution authorizes the issuance of not exceeding $13,000,000 in Special Obligation Refunding Bonds. it also approves the distribution of a preliminary official statement and an official statement for the sale of the bonds, and provides other details relating to the issuance of the bonds. 90-0324 • O = Honorable Mayor and Member of the City Commission The resolution also pledges revenues of the Government Center Parking Garage and the utilities service tax on water for the repayment of the bonds. These revenues were also pledged to the currently outstanding bonds. This transaction will produce the additional benefit of releasing the pledge of the utilities service tax on gas also committed for the repayment of the old bonds. The Finance Department recommends adoption of the resolution. -2- 0 Vvurnrm e $13,000,000* THE CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION REFUNDING BONDS SERIES 1990 May , 1990 PURCHASE CONTRACT Honorable Mayor and Members of the City Commission of the City of Miami, Florida 300 Pan American Drive Miami, Florida 33133 Dear Ladies and Gentlemen: The undersigned, Merrill Lynch Capital Markets, as the _ Manager, acting for and on behalf of themselves and Carmona Ferrand Montes Securities Corporation and WR Lazard, Laidlaw & Mead Incorporated (collectively, the "Underwriters") offer to enter into this Purchase Contract with the City of Miami, Florida (the "City"), which, upon acceptance of this offer by _ the City, will be binding upon the City and upon the Underwriters. This offer is made subject to written acceptance _ hereof by the City at or before 11.:59 p.m., Eastern Daylight Time, on the date hereof and, if not so accepted, will be subject to withdrawal by the Underwriters upon written notice delivered to the City at any time prior to the acceptance hereof by the City. r *Preliminary; Subject to Change Terms used herein, unless otherwise defined, have the meanings ascribed thereto in the Official Statement. 1. Prcha nr3 _a1g�s Upon the terms and conditions and in reliance on the representations, warranties, covenants and agreements set forth herein, the Underwriters hereby agree to purchase from the City, and the City hereby agrees to sell and deliver to the Underwriters, all (but not less than all) of the aggregate principal amount of $13,000,000*, City of Miami, Florida, Special. Obligation Refunding Bonds, Series 1990 (the "Bonds"). The Bonds shall be dated May 1, 1990 except the Capital Appreciation Bonds which will be dated the date of delivery. The purchase price for the Bonds shall be , plus interest accrued on the Current Interest Bonds from the dated date to the date of the closing referred to in Paragraph 7 of this Purchase Contract (the "Closing"). The Bonds shall be as described herein and shall be issued and secured, under and pursuant to, Chapter 166, Florida Statutes, as amended, and Resolution No. duly adopted by the City on April 1990 (the "Resolution"). The Bonds shall mature at the times and in the amounts and bear interest at the rates set forth in Appendix I hereto and shall be subject to redemption as provided in Appendix II hereto. The information required by Section 218.385(4), Florida Statutes, to be provided to the City by the Underwriters is set forth in Appendix III hereto. The Table of Compound Accreted Value for Capital Appreciation Bonds is set forth in Appendix IV hereto. 2. Deli-vgsy of Official Statement- and Other Documgnts, On or before the Date of Closing, (as hereinafter defined) the City shall deliver, or cause to be delivered, to the Underwriters executed copies of the final Official Statement dated the date hereof substantially in the form of the Preliminary Official Statement dated (the "Preliminary Official Statement") with only such changes therein as shall have been accepted expressly by the Underwriters (which acceptance will not be unreasonably withheld) relating to the Bonds (such final Official Statement, including all Appendices thereto, financial and statistical *Preliminary; Subject to Change 2 information included therein, being herein called the "Official _= Statement"), signed on behalf of the City by the Mayor and City Manager and shall cause copies of the Official Statement, in sufficient quantity for the Underwriters to comply with the rules of the Municipal Securities Rulemaking Board and Rule 15c2-12(b)(4) of the Securities Exchange Act of 1934, as _— amended, (the "Exchange Act"), to be available to the Underwriters within seven business days of the execution of the Purchase Contract. Delivery of such copies of the Official Statement within such seven (7) business day period shall ±- constitute the City's representation that such Official Statement is complete as of the date of its delivery. At Closing, the City shall deliver, or cause to be delivered, to the Underwriters copies of the Resolution, certified to by the City Clerk, all substantially in the form heretofore delivered to the Underwriters, with only such changes therein as agreed upon by the Underwriters. 3. Representation of the Underwriters as to Authority. The Underwriters have been duly authorized to execute this Purchase Contract and have been duly authorized to act hereunder. 4. Public Offering, The Underwriters agree to make an offering of all the Bonds at not in excess of the initial public offering prices or yields set forth on the front page of the Official Statement. The Underwriters reserve the right to make concessions to dealers and to change such initial public offering prices as the Underwriters reasonably deem necessary in connection with the marketing of the Bonds. The Underwriters also reserve the right (i) to over -allot or effect transactions which stabilize or maintain the market price of the Bonds at a level above that which might otherwise prevail in the open market and (ii) to discontinue such stabilizing, if commenced, at any time. On the Date of Closing, the Underwriters shall certify to the City the reoffering price at which a substantial portion of the Bands of each maturity have been sold to the public. The City hereby authorizes the Underwriters to use the Official Statement and -- the information contained therein in connection with the offering and sale of the Bonds and ratifies and confirms its authorization of the use by the Underwriters prior to the.,date hereof of the Preliminary Official Statement in connection with such offering and sale. 5. Security Deposit, The Underwriters have delivered to the City a check for $ (representing 1 F percentum (lea) of the purchase price of the Bonds) payable to the order of the City. In the event the City does not accept this offer, such check shall be returned immediately to the Underwriters. If the offer made hereby is accepted, the City agrees to hold the check uncashed until the Closing as security for the performance by the Underwriters of their obligations to accept and pay for the Bonds at the Closing. In the event of the failure by the City to deliver the Bonds at the Closing, or if the City shall be unable to satisfy or cause other parties to satisfy the conditions of the obligations contained herein, or if the obligations of the Underwriters shall be terminated for any reason permitted by this Purchase Contract, such check shall be immediately returned to the Underwriters and the acceptance of such return shall constitute a full release and discharge of all claims by the Underwriters arising out of the transactions contemplated hereby. In the event that the Underwriters fail (other than for a reason permitted hereunder) to accept and pay for the Bonds at the Closing (as hereinafter defined), such check shall be cashed and the proceeds retained by the City as and for full liquidated damages and not as a penalty (it being understood by the parties hereto that actual damages for a breach hereof may be difficult or impossible to ascertain), for such failure and for any defaults hereunder on the part of the Underwriters, and such retention shall constitute a full release and discharge of all claims by the City against the Underwriters arising out of the transactions contemplated hereby. In the event that the Underwriters do not fail or default under terms of this Purchase Contract, such check shall be returned to the Underwriters at the.Closing. 6. (1iy's Representations, warranties and Agrgements._ By its acceptance hereof, the City represents and warrants to and agrees with the Underwriters that, as of the date hereof: (a) 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 City Charter (but only to the extent not inconsistent with and not repealed by the provision of Section 166.021 Florida Statutes); to the extent applicable, Part VII, Chapter 159, Florida Statutes. - Chapter 166, Florida Statutes; the Constitution of State of Florida; and any applicable provisions of law (collectively, the "Act"). (b) The City has full legal right, power and authority to issue and sell the Bonds as contemplated by the Resolution and the Official Statement. (c) The City has full legal right, power and authority to enter into this Purchase Contract and the Escrow Deposit Agreement and to sell and deliver the Bonds to the Underwriters as provided herein; by official action of the City taken prior to or concurrently with the acceptance hereof, the Resolution has been duly adopted in accordance with the Act; the Resolution is in full force and effect 4 9 324 and has not been rescinded; this Purchase Contract and the Escrow Deposit Agreement, when executed by the City, will be duly authorized and delivered and will constitute legal, valid and binding obligations of the City enforceable in accordance with their terms, except as the enforcement thereof may be affected by bankruptcy, insolvency, or other laws or the application by a court of equitable principles generally affecting creditors' rights; and the City has duly authorized and approved the consummation by it of all other transactions contemplated by the Resolution, the Preliminary official Statement, the Official Statement, the Escrow Deposit Agreement and this Purchase Contract to have been performed or consummated at or prior to the Date of Closing. (d) The execution and delivery of the Bonds, the Escrow Deposit Agreement and this Purchase Contract and the adoption and implementation of the Resolution and compliance with the obligations on the City's part contained herein and therein, will, not coi:flict with or constitute a material breach of or material default under the Act or any federal or Florida constitutional provision, law, administrative regulation, judgement, decree, loan agreement, indenture, bond, note, ordinance, resolution, agreement or other instrument to which the City is a party or to which the City or any of its properties or other assets is otherwise subject, nor will any such execution, delivery, adoption, implementation or compliance result in the creation or imposition of any material lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or other assets of the City under the terms of any such provision, law, regulation, document or instrument, except as provided or permitted by the Bonds and the Resolution. (e) All approvals, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the City of its obligations under.tpis Purchase Contract, the Resolution, the Escrow Deposit Agreement and the Bonds have been, or prior to the Closing will have been, duly obtained; provided, however, that this representation and warranty does not apply to such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds, or to such official action by the City which the Resolution contemplates is to be taken from time to time after the Closing. (£) The Bonds, when issued, registered and delivered in accordance with the Resolution and sold to the Underwriters as provided herein and in accordance with the provisions of the Resolution, will be valid and legally enforceable obligations of the City in accordance with their terms and the terms of the Resolution. (g) Both at the time of acceptance hereof by the City and (unless amended or supplemented as described in Paragraph 6(m) hereof) at all times during the period from the date hereof to and including the date which is twenty-five days following the end of the underwriting period for the Bonds (as determined in accordance with Paragraph 6(m) hereof), the statements and the information contained in the Preliminary Official Statement and the Official Statement pertaining to the City and the Facility are and will be true, correct and complete in all material respects and the Official Statement, to the knowledge of the City, does not as of the date of acceptance hereof and will not (unless amended or supplemented as described in Paragraph 6(m) hereof) at all times during the period from the date hereof to and including the date which is twenty-five days following the end of the underwriting period for the Bonds (as determined in accordance with Paragraph 6(m) hereof), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements and information therein, in light of the circumstances under which they were made, not misleading in any material respect. (h) Other than as disclosed in the Preliminary Official Statement and the Official Statement, the City has not been in default at any time on or after December 31, 1975, as to principal or interest with respect to any obligation issued or guaranteed by the City. (i) Except as described in the Preliminary Official Statement and the Official Statement, there is no action, suit, proceeding, inquiry or investigatidn, at law or in equity before or by any court, governmental agency or public board or body, pending or, to the best knowledge of the City, threatened: 90:1*01324 e (1) Which may affect the existence of the City or the titles of its officers to their respective offices; (2) Which may affect or which seeks to prohibit, restrain or enjoin the sale, issuance or - delivery of the Bonds, or the collection or disbursement of the Net Revenues or the Designated Revenues to pay the principal of and interest on the Bonds and premiums, if any, and to make other payments under the Resolution; (3) Which in any way contests or affects the validity or enforceability of the Bonds, the Resolution or either of them; (4) Which would cause the interest on the Bonds to be included in the gross income of the holders of the Bonds for federal income tax purposes; or (5) Which contests in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or which contests the powers of the City or any authority or proceedings for the issuance, sale or delivery of the Bonds, or the due adoption of the Resolution or the execution and delivery of this Purchase Contract and Escrow Deposit Agreement, or any of them; nor, to the best knowledge of the City, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds, the Resolution or either of them, the Escrow Deposit Agreement or this Purchase Contract. (j) The City will furnish such information, execute such instruments and take such other action not inconsistent with law in cooperation with the Underwriters as the Underwriters may reasonably request in order (i) to qualify the Bonds for'offbr and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate, and (ii) to determine the eligibility of the Bonds for investment under the laws of such states 90--0324 and Other jurisdictions, and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Bonds; provided that the City shall not be obligated to submit to the jurisdiction of a court of any state other than the state of Florida. (k) Prior to the execution of this Purchase Contract, the City delivered to the Underwriters copies of the Preliminary Official Statement which the City deemed to be final for purposes of Rule 15c2-12 of the Exchange Act as of the date thereof, except for the omission of no more than the following information: the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery date, ratings, and other terms of the Bonds depending on such matters. (1) If the Official Statement is supplemented or amended pursuant to Paragraph 6(m) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to Paragraph 6(m) hereof) at all times during the period from the date of such supplement or amendment to and including twenty-five days following the end of the underwriting period for the Bonds (as determined in accordance with Paragraph 6(m) hereof), the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. (m) During the period from the date hereof to and including a date which is twenty-five (25) days following the end of the underwriting period for the Bonds (as determined in accordance with this Paragraph 6(m) hereof) 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 Manager on behalf of the Underwriters shall reasonably object in writing, unless the City has obtained an opinion of counsel which may be the City Attorney, Co -Bond Counsel, or any other counsel retained by the City [and generally recognized as knowledgeable in the field of municipal bonds), stating that such amendment or supplement is necessary in order to make the Official Statement not misleading in the light of the 8 90=-0324 circumstances existing at the time. that- it is delivered to a purchaser, and (b) if any event relating to or affecting the City or the 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 the 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 respective opinions of Barnes, Darby & McGhee and Matzner, 2iskind, Kosnitzky & Jaffee, P.A., Co -Counsel to the Underwriters, to amend or to supplement the Official Statement in order to make the Official Statement not misleading in the 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 Manager and the City) which will amend or supplement the Official Statement so that such Official Statement, as amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the 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 Manager on or prior to the Date of Closing, the City can assume that the "end of the underwriting period" for the Bonds for all purposes of Rule 15c2-12 of the Exchange Act is the date of the Closing. In the event such notice is given in writing by the Manager, the Manager agrees to notify the City in writing following the occurrence of the "end of the underwriting period" for the Bonds as defined in Rule 15c2-12. Therefore, the "end of -..the underwriting period" for the Bonds as used in this Purchase Contract shall mean the Date of Closing or' such later date as to which notice is given by the Manager in accordance with the preceding sentence. 9 90:;0324 ME (n) The City covenants to comply with the requirements of the Internal Revenue Code of 1.986, as amended, (the "Code") in order to maintain the exclusion of the interest on the Bonds from gross income for purposes of federal income taxation. These requirements include, but are not limited to, provisions which prescribe yield and other limits within which the proceeds of the Bonds and other amounts are to be invested and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the Treasury Department of the United States. 7. The Closing. At 10:00 a.m., Eastern Daylight Time, on , 1990 (such date herein called the "Date of Closing"), or at such later time or on such later date as may be mutually agreed upon by the City and the Underwriters, the City shall, subject to the terms and conditions hereof, deliver the Bonds to the Underwriters in New York, New York in definitive form (all the Bonds to bear proper CUSIP numbers), drily executed and authenticated, and deliver the other documents hereinafter mentioned, and, subject to the terms and conditions hereof, the Underwriters shall accept such delivery and pay the purchase price of the Bonds as set forth in paragraph 1 hereof in Federal Funds to the order of the City (such delivery of and payment for the Bonds in New York, New _ York and the delivery of the other documents in Miami, Florida, herein called the "Closing"). The uncashed check referred to in Paragraph 5 shall be returned to the Underwriters at the Closing. The Closing shall occur at the offices of Greenberg, Traurig, Hoffman, Lifpoff, Rosen & Quentel, P.A., or such other place as shall have been mutually agreed upon by the City and the Underwriters. The Bonds will be made available for -- checking one business day prior to the Closing at the office of the or at such Other place as may be agreed upon by the City and the Underwriters. Simultaneously with the delivery of the Bonds, the Underwriters shall cause such Bonds to be delivered to The Depository Trust Company ("DTC"). 8. Closing Conditions, The Underwriters are entering into this Purchase Contract in reliance upon the representations, warranties and agreements of the City contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing, and upon the performance of the covenants and agreements herein, as of the*-, date hereof and as of the date of the Closing. Accordingly, the Underwriters' obligations under this Purchase Contract to 10 9U-0324 purchase, to accept delivery of and to pay for. the Bonds shall. be conditioned upon the performance of the covenants and agreements to be performed hereunder and under such other documents and instruments to be delivered at or prior to the Closing, and shall also be subject to the following additional conditions: (a) The representations and warranties of. the City contained herein shall be true, complete and correct on the date hereof and on and as of the Date of Closing, as if made on the Date of Closing. (b) At the date of execution hereof and at the Closing, the Resolution shall have been duly approved and adopted by the City, shall be in full force and effect, and shall not have been amended, modified or supplemented, except to the extent to which the Underwriters shall have given their prior written consent and there shall have been taken in connection therewith and in connection with the issuance of the Bonds all such action as, in the opinion of Barnes, Darby & McGhee and Matzner Ziskind, Kosnitzky & Jaffee, P.A., Co -Counsel for the Underwriters, shall be necessary and appropriate in connection with the transactions contemplated hereby. (c) At the Closing there will be no pending or threatened litigation or proceeding of any nature seeking to restrain or enjoin the issuance, sale or delivery of the Bonds, or the pledge, collection or application of the Net Revenues or Designated Revenues to pay the principal of and interest on the Bonds or in any way contesting or affecting the validity or enforceability of the Bonds, the Resolution, the Purchase Contract, the Escrow Deposit Agreement or contesting in anyway the proceedings of the City taken with respect thereto, or contesting in any way the due existence or, powers of the City or the title of any of the members of the City Commission or officials of the City to their respective offices and the Underwriters will receive the certificate of the Mayor and City Manager to the foregoing effect or an opinion of the City Attorney of the City, that any such litigation is without merit. (d) There shall have been no material adverse change in the collections of the water portion of the Utility Taxes since September 30, 1989. 11 90-- 0324 (e) At: the Closing, the Underwriters shall. receive the following documents, each dated as of the Date of Closing: (i) The unqualified approving opinions of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., and McCrary, Self & Dove, Co -Bond Counsel, substantially in the form attached to the Official Statement as Appendix ["F"]; (ii) Supplementary opinions of Co -Bond Counsel, addressed to the Manager on behalf of the Underwriters, stating that the Underwriters may rely upon the opinion referred to in (i) hereof as though addressed to them and to the effect that (A) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification as a trust indenture pursuant to the Trust Indenture Act of 1939, as amended and (B) the information contained in the Official Statement under the Headings "Description of the 1990 Bonds", "Security for the Bonds", "Tax Exemption" and "Summary of Certain Provisions of the Bond Resolution" (Appendix "_") insofar as such statements purport to summarize the Act, the Bonds, the Resolution and the exclusion of interest on the Bonds from gross income for federal income tax purposes are correct -as to matters of law, and to the extent indicated therein, present fair and accurate statements or summaries with respect to the information contained therein. Co -Bond Counsel may state in such opinions that they have not been involved in, nor have they undertaken any investigation with respect to, the preparation of the Official Statement except to the extent that they have compared the information in such sections of the Official Statement to the Act, the Bonds, the Resolution, the documents described therein and law pertaining to the exclusion from gross income of interest on the Bonds for federal income-tax purposes and in such capacity they will state that nothing came to their attention which would cause them to believe that such sections of the Official Statement (except for the financial and statistical data contained therein and except 9CIL -70324 12 ;For. information provided by the Bond Instir.er or DTC, as to which no view whatsoever is expressed) do not reflect an accurate statement or summary with respect to the Act, the Bonds, the Resolution and the exclusion of interest on the Bonds from gross income for federal income tax: purposes. (iii) An opinion, addressed to the City and the Manager on behalf of the Underwriters, of the City Attorney of the City to the effect that (i) the Escrow Deposit Agreement and this Purchase Contract have been duly authorized, executed and delivered by the City and constitute legal, valid, and binding agreements of the City in accordance with their terms except to the extent that the enforceability of the rights and remedies set forth therein may be limited by bankruptcy, insolvency or other laws affecting creditors' rights generally; (ii) the City has authorized, executed and delivered the Official Statement; (iii) the information in the Preliminary Official Statement and the Official Statement as to legal matters relating to the City, the Bonds and the Resolution is correct in all material respects and does not omit any statement which, in their opinion, should be included or referred to therein and, in addition, such counsel shall state that, based upon their participation in the preparation of the Official Statement as Counsel to the City and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement (except to the extent expressly set forth in this Subparagraph (iii)), , as of the Date of Closing nothing has come to their attention causing them to believe that (A) the Official Statement as of its date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of t•he•.' circumstances under which they were made, npt misleading (except for the financial and statistical information contained in the Official Statement and except for information provided by the Bond Issuer and DTC as to all of which no view need be expressed), or (B) the 13 90- 0324 Official Statement (as supplemented or amended pursuant to Paragraph 6(m) hereof, if applicable) as of the Date of Closing contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except as aforesaid); (iv) to the best of his or her knowledge the City is not in material breach of or in material default under any law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, ordinance, material resolution, material agreement or other material instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, and no event has occurred and is continuing that with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument; and (v) the execution and delivery of the Bonds, this Purchase Contract, the Official Statement, the Escrow Deposit Agreement and the enactment of the Resolution, and compliance with the provisions on the City's part contained therein, will not conflict with or constitute a material breach of or default under, any constitutional provision, law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, ordinance, resolution, agreement or other instrument to which the City is a party or to which the City ox any of its property or assets is otherwise subject, and any such execution, delivery, adoption or compliance will not result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City under the terms of any such law, regulation or instrument, except as expressly provided by the Official Statement and the Resolution; (vi) the -City has the right and power under the Act to apprbve.the Resolution, and the Resolution has been duly and 14 90--0324 lawfully approved, by the City, is in full force and effect and the Resolution constitutes the legal, valid and binding obligation of the City, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and no other authorization is required for the City to approve the Resolution (vi) to the best of his or her knowledge, 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 threatened against or affecting the City, affecting the corporate existence of the City or the title to office of any officer of the City, nor is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would have a materially adverse effect upon the transactions contemplated by the Official Statement or the validity of the Bonds, the Resolution, the Escrow Deposit Agreement or this Purchase Contract, or involving any of the property or assets under the control of the City that involves the possibility of any judgment or uninsured liability that would result in any material adverse change in the business, property, assets or the condition, financial or otherwise, of the City which would adversely affect the transactions contemplated hereby, except as described in the Official Statement; (vii) all authorizations, consents, approvals and reviews of governmental bodies or regulatory authorities then required for the City's adoption, enactment, execution or performance of the Bonds, the Resolution, the Official Statement, the Escrow Deposit Agreement and this Purchase Contract have been obtained or effected and, to the best of his or her knowledge, -.he or she has no reason to believe that the City'will be unable to obtain or effect any such .additional authorization, consent, approval or review that may be required in the future for performance of any of them by the City; and such other matters as Co -Bond Counsel or Co -Counsel to the Underwriters shall reasonably request; 15 90-r0324 and, in addition, the City Attorney shall give its opinion to the same effect as set forth under the caption "Litigation" in the Official Statement. (iv) A certificate, dated the Date of Closing, signed by the Mayor and City Manager, or other appropriate officials satisfactory to the Underwriters, to the effect that, to the best knowledge of each of them: (i) the representations of the City herein are true and correct in all material respects as of the Date of Closing; (ii) the City has performed all obligations to be performed hereunder as of. the Date of Closing; (iii) except as disclosed in the Official Statement, there is no litigation of which either of them have notice, and to the best knowledge of each of them no litigation is pending or threatened (A) to restrain or enjoin the issuance or delivery of any of the Bonds, (B) in any way contesting or affecting any authority for the issuance of the Bonds or the validity of the Bonds, the Resolution, the Escrow Deposit Agreement or this Purchase Contract (C) in any way contesting the corporate existence or powers of the City, (D) to restrain or enjoin the collection of revenues pledged or to be pledged to pay the principal of, premium, if any, and interest on the Bonds, (E) which may result in any material adverse change in the business, properties, assets and the financial condition of the City taken as a whole, or (F) asserting that the Official Statement contains any untrue statement of a material fact or omits any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (iv) any financial and statistical data relating to the City included in the Official Statement are true and as of the date of such certificate and since September 30, 1989, no material adverse change has occurred in the financial position or results of -operations of the City except as set forth in or contemplated by the Official Statement; (v) the City has not, since September 30, 1989, incurred any material liabilities other than in the 9�:324• 16 ordinary course of business or as set forth in or contemplated by the Official Statement; (vi) the Official Statement did not as of its date, and does not as of the Date of Closing contain any untrue statement of a material fact or omit to state a material fact required to be included therein or necessary in order to make the statements contained therein, in light of the circumstances in which they were made, not misleading, and (vii) other than as set forth in the Official Statement, that the City has not been in default at any time on or after December 31, 1979, as to principal or interest with respect to any obligation issued or guaranteed by the City. (v) Opinions each dated the hate of Closing and addressed to the Underwriters of Barnes, Darby & McGhee and Matzner, Ziskind, Kosnitzky & Jaffee P.A., Co -Counsel for the Underwriters, to the effect that (i) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Resolution is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (ii) based upon their participation and their review of the Official Statement as counsel for the Underwriters and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement, as of the date of the Closing nothing has come to the attention of such counsel causing them to believe that (A) the Official Statement as of its date contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except for the financial and statistical information contained in the Official Statement as to which no view need be expressed), or (B) the Official Statement..(as supplemented or amended pursuant to Paragr6ph 6(m) hereof, if applicable) as of the date of the Closing contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except as aforesaid). 17 9070324 t (vi) An opinion, dated the Date of Closing and addressed to the Underwriters, of counsel for (the "Bond Insurer") in form satisfactory to the Underwriters, Co -Bond Counsel and Co -Counsel to the Underwriters. (vii) The certification of Deloitte & Touche, independent certified public accountants, dated the Date of Closing, as to the mathematical accuracy and sufficiency of funds deposited with as Escrow Agent pursuant to the Escrow Deposit Agreement for the payment of the Series 1985 Bonds (as defined in the Official Statement) in accordance with the Escrow Deposit Agreement in form satisfactory to Co -Bond Counsel; (viii) A copy of the municipal bond insurance policy insuring the payment of the principal of and interest on the Bonds issued by Bond Insurer and effective on the Date of Closing. (ix) Evidence that Standard & Poor's Corporation and Moody's Investors Service, Inc. shall have assigned their ratings of AAA and Aaa, respectively, to the Bonds. W An opinion, dated the Date of Closing and addressed to the Underwriters, of counsel for _ satisfactory Underwriters (the "Bond Insurer") inform to Co -Bond Counsel, the and Co -Counsel to the Underwriters. (xi) Such additional legal opinions, certificates, instruments and other documents as the Underwriters may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Date of Closing, of the City's representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the City -•oh or prior to the Date of Closing of all the agreements then to be performed and conditions then to be satisfied by it. 18 90--0324 (f) Evidence that the (raying Agent,] the Escrow �= Agent: [and Road Registrar.] have been approved by the City. All of the evidence, opinions, letters, certificates, instruments and other documents, mentioned above or elsewhere = in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Underwriters and the City. If the conditions to the obligations of the Underwriters to purchase, to accept delivery of and to pay for - the Bonds contained in this Purchase Contract are not satisfied, or if the obligations of the Underwriters to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Purchase = Contract, this Purchase Contract shall terminate and neither the Underwriters nor the City shall be under any further - obligation hereunder, except that the respective obligations of the City and the Underwriters set forth in Paragraph 10 hereof shall continue in full force and effect and the deposit specified in Paragraph 5 hereof shall be returned to the =_ Underwriters. 9. Termination. The Underwriters may terminate this Purchase Contract by notice to the City in the event that between the date hereof and the Closing (a) legislation shall be enacted by the Congress of the United States or adopted by either House thereof or a decision by a court of the United States or the Tax Court of the United States shall be rendered or 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 of revenues or other income of the general character expected to be derived under the Resolution by the City or upon interest received on securities of the general character of the Bonds or which would have the effect of changing, directly or indirectly, the federal income tax consequences of receipt of interest on securities of the general character of the Bonds in the hands of the holders thereof, which in the reasonable opinion of the Underwriters would materially adversely affect the market price of the Bonds; (b) the United States shall become engaged in hostilities that have resulted in a declaration of war or a. national emergency; (c) there shall be in force a general suspension of trading on the New York Stock Exchange as the result of an event affecting the national economy; (d) a general banking moratorium shall have been established by federal, New York or Florida authorities; or (e) any event shall have occurred or shall exist which, in the reasonable 19 90-0324 opinion of the Underwriters, has caused or would or might: cause the information containers in the Official. Statement, as then supplementer) 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 the light of the circumstances under which they were made, not misleading as of such time. 10. Expenses" (a) Whether or not the Bonds are sold by the City to the Underwriters (unless such sale be prevented at Closing by the Underwriters' default), the City shall be obligated to pay the following expenses: (i) the cost of preparing and printing the Bonds, the Preliminary Official Statement, the Official Statement, the Blue Sky Survey and the Legal Investment Survey; (ii) the fees and disbursements of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. and McCrary, Self, Dove, incurred in their capacity as Co -Bond Counsel; (iii) the fees and. disbursements of the [Paying Agent], Escrow Agent and [Bond Registrar]; (iv) the fees and disbursements of Raymond James & Associates Inc. and Howard Gary & Company for their services as financial advisor; (v) the fees and disbursements of Deloitte & Touche for their services as certified public accountants for the City; and (vi) the fees and disbursements of any other experts, accountants, consultants or advisors retained by the City. (b) Whether or not the Bonds are sold by the City to the Underwriters (unless such sale be prevented at Closing by the City's default), the Underwriters shall be obligated to pay the following expenses and shall be permitted to pay such expenses from its discount: (i) all advertising expenses in connection with the public offering of the Bonds; (ii) the fees and disbursement of Barnes, Darby & McGhee and Matzner, Ziskind, Kosnitzky & Jaffee P.A., Co -Counsel to the Underwriters; and (iii) all other expenses incurred by them in connection with the public offering of the Bonds. 11. Notices. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing to the address set forth above and any notice or other communications to be given to the Underwriters under this Purchase Contract may be given -by delivering the same in writing to Merrill Lynch Capital ' ' Markets, 2485 U.S. Highway 19 North, Clearwater, Florida 34621 Attention: J. Scott Perry. 20 90--0324 1.2. Pa_rt.ies__in _In.t_eres_t_._ (a) This Purchase Contract is made solely for the benefit of the City and the Underwriters (including the successors or assigns of any Underwriters and no other person shall acquire or have any right hereunder or by virtue hereof. All of the representations, warranties and agreements of the City contained in this Purchase Contract shall remain operative and in full force and effect, regardless of: (i) any investigations made by or on behalf of any of the Underwriters; (ii) delivery of and payment for the Bonds pursuant to this Purchase Contract; or (iii) any termination of this Purchase Contract, but only to the extent provided by the last paragraph of Section 8 hereof. (b) No covenant, stipulation, obligation or agreement contained in this Purchase Contract shall be deemed to be a covenant, stipulation, obligation or agreement of any member, agent or employee of the City in his individual capacity and neither the members of the City Commission (the "Commission") nor any official executing this Purchase Contract shall be liable personally under this Purchase Contract or be subject to any personal liability or accountability by reason of the execution hereof. 13. Effectiveness. This Purchase Contract shall become effective upon the execution of the acceptance hereof on behalf of the City by the Mayor and attestation by the City Clerk, all in accordance with the requirements set forth in the City Charter, and shall be valid and enforceable at the time of such acceptance. 14. Counterparts.. This Purchase Contract may be executed in several counterparts, which together shall constitute one and the same instrument. The execution of this Purchase Contract on behalf of the City has been duly authorized by the Commission and the Commission has delegated the authority for the execution hereof to the Mayor or City Manager. 15. Florida Law Governs. The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State of Florida. 16. Entire Agreement. This Purchase Contract when accepted by the City in writing as heretofore specified shall constitute the entire agreement between the City and the Underwriters. 21 90-0324 17. fiead_ings.. The headings of the Sections of this Purchase Contract are inserted for convenience only and shall not be deemed to be part hereof. Accepted as of the date hereof: THE CITY OF MIAMI, FLORIDA By: Mayor ATTEST: Bv: City Clerk Approved as to form: City Attorney Very truly yours, MERRILL LYNCH CAPITAL MARKETS (MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED) CARMONA FERRAND MONTES SECURITIES CORPORATION WR LAZARD, LAIDLAW & MEAD INCORPORATED By: MERRILL LYNCH CAPITAL MARKETS (MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED) as Manager Bv• Name, Title 90-0324 22 J .13 Maturity Date (Nov. 1) $13,000,000* THE CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION REFUNDING BONDS SERIES 1990 MATURITY SCHEDULE Current Interest Serial Bonds Principal Amount Interest _ Rate �k Appendix I Price $ _ % Current Interest terms Bonds, due Nov. 1, Price 100% (Plus Accrued interest) $ _ Capital Appreciation Bonds Original Approximate Price Per Maturity Date Principal Maturity Yield to $100 Maturity (Nov. 1) Amount Amount Maturity Value $ $ $ r- v 90�70 324 Appendix 11 [to be changed pursuant to Official Statement] Redemption Provisions Mandatory R9do1np-tion. The Current Interest Term Bonds maturing in the year are subject to mandatory redemption prior to maturity,, by lot, in such manner as the Registrar may deem appropriate, through Amortization Installments by operation of the Bond Amortization Account, at a redemption price equal to par plus interest accrued to the redemption date, on November 1, , and on each November 1 thereafter, in the following principal amount in the years specified: Principal Year Amount_ *Stated Maturity Optional Redemption. The Current Interest Serial bonds maturing on or after November 1, , and the Current Interest Term Bonds are redeemable prior to their stated dates of maturity, at the option of the City, in whole on any date on or after November 1, , or in par",'L in such order of maturity as the City shall determine (and by lot within maturities) on November 1, , and on any interest payment date thereafter, at the redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued interest to the redemption date: Period During which Redeemed Redemption _^(Both Dates Ine_lusiv.e Price 90-©324 [The Capital Appreciation Bonds are redeemable prior to their stated dates of maturity, at the option of the City,in whole on any date on or after November 1, or in part in such order of maturity as the City shall determine (and by lot within maturities) on November 1, or on any January l or November 1 thereafter, upon payment of the respective redemption prices set forth below for each such Capital Appreciation Bond to be redeemed (expressed as a percentage of the Accreted Value on the redemption date):] Period During Which Redeemed Redemption (Bath Dates Inclusiv_Q Price Appendix ITT DISCLOSURE STATEMENT The undersigned, as Underwriters, propose to negotiate with the City of Miami, Florida, for the sale of $13,000,000* principal amount of its Special Obligation Refunding Bonds, Series 1990 (the "Bonds"), to be completed on this date. Prior to the award of the Bonds, the following information is hereby furnished to the City: 1. Set forth is an itemized list of the nature and estimated amounts of expenses to be incurred by the Underwriters in connection with the issuance of the Bonds: Underwriters' Underwriters' Clearance: CUSIP: PSA: MSRB: Muni f ax : Out of Pocket: Day Loan: Federal Funds Contingency: Closing: Total: Counsel -Fee Counsel-Exp. Loan: LP (Per $1,000) 2. Total Set forth below are the names, addresses and estimated amounts of compensation of all "Finders", as defined in Section 218.386, Florida Statutes: - 3. The amount of the underwriting spread expected to be realized by the Underwriters is $ which _ includes the following: (per '$isboo) Management Fee: Underwriters' Risk: Expenses: Average Takedown: 90-0324 � - 0 4. The management fee to be charged by the Underwriters is $--_,-_ _—_ f___-- per Bond). 5. Set forth below are all other fees, bonuses and other compensation estimated to be paid by the Underwriters on behalf of the City from bond proceeds in connection with the Bond issue to all persons not regularly employed or retained by them. Underwriters' counsel fee $ Underwriters' counsel out -of -Pocket expenses $ _ 6. The name and address of the Underwriters connected with the Bonds is as follows: Merrill Lynch Capital Markets , 2485 U.S. Highway 19 North Clearwater, Florida 33602 Carmona Ferrand Montes Securities Corporation 500 Fifth Avenue Suite 1822 New York, NY 1011.0 WR Lazard, Laidlaw & Mead Incorporated 650 Smithfield Street Centre City Tower Pittsburgh, PA 15222 IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement on behalf of the Underwriters this day of , 1990. Very truly yours, MERRILY. LYNCH CAPITAL MARKETS MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED CARMONA FERRAND MONTES SECURITIES CORPORATION WR LAZARD, LAIDLAW &-MEAD INCORPORATED ` By: MERRILL LYNCH CAPITAL MARKETS' MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED as Manager By: Appendix IV Table of Compound Accreted Value for - Capital_Appreciation Bonds 4 9 Y-.0324 0 Exhibit B THE CITY OF MIAMI, FLORIDA and NCNB NATIONAL BANK OF FLORIDA, as Escrow Agent ESCROW DEPOSIT AGREEMENT DATED AS OF MAY 10 1990 �U: '0324 ESCROW DEPOSIT AGREEMENT THIS ESCROW DEPOSIT AGREEMENT (the "Agreement") made and entered into as of May 1, 1990, by and between The City of Miami, Florida (the "City"), and NCNB National Bank of Florida, as Escrow Agent (the "Escrow Agent"). W I T N E 8 8 8 T H: WHEREAS, the City has heretofore issued its Special Obligation Bonds, Series 3.985 (the "Series 1985 Bonds") in the currently outstanding aggregate principal amount of $13,100,000; and WHEREAS, the City desires to refund and defease the outstand- ing Series 1985 Bonds which will mature or be called for redemption in the amounts and on the dates, and bearing interest, as more particularly described in Schedule A attached hereto and made a part hereof (the "Outstanding Obligations"); and WHEREAS, in order to provide, among other things, for the refunding and defeasance of the Outstanding Obligations, the City has authorized and issued, in accordance with a Resolution adopted on April 26, 1990 (the "Resolution"), its Special Obligation Refunding Bonds, Series 1990, in the aggregate principal amount of $ (the "Bonds"); and WHEREAS, a portion of the proceeds derived from the sale of the Bonds will be applied to the purchase of Defeasance Obligations (as such term is hereinafter defined), which principal amount of Defeasance Obligations will mature and produce investment income and earnings at such times and in such amounts as will be suffi- cient, to pay when due, upon maturity or earlier redemption thereof, all of the principal and interest on the Outstanding Obligations; and WHEREAS, in order to provide for the proper and timely application of the moneys deposited hereunder, the maturing principal amount of the Defeasance Obligations purchased therewith, and investment income and earnings derived therefrom to the payment of the Outstanding Obligations, it is necessary for the City to enter into this Agreement with the Escrow Agent; - NOW, THEREFORE, the City, in consideration of the foregoing and the mutual covenants herein set forth and in order to secure the payment of the principal of and interest on all of the Outstanding Obligations according to their tenor and effect, does by these presents hereby grant, warrant, demise, release, convey, assign, transfer, alien, pledge, set over and confirm, unto the Escrow Agent and to its successors in the trust hereby created, and to it and its assigns forever, all and singular the property hereinafter described, to wit: 90- 0324 with upon deliv All right, the Escrow issuance a ery of this DIVISION I title and interest in and to $ deposited Agent and derived from the proceeds of the Bonds nd delivery of the Bonds and execution of and Agreement. DIVISION II All right, title and interest in and to the Defeasance Obligations described in Schedule B attached hereto and made a part hereof, together with the income and earnings thereon. DIVISION III Any and all other property of every kind and nature from time to time hereafter, by delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for additional security hereunder by the City or by anyone in its behalf to the Escrow Agent for the benefit of the Outstanding Obligations. DIVISION ID All property which is by the express provisions of this Agreement required to be subject to the pledge hereof and any additional property that may, from time to time hereafter, by delivery or by writing of any kind, by the City or by any- one in its behalf, be subject to the pledge hereof. TO HAVE AND TO HOLD, all and singular, the Trust Estate (as such term is hereinafter defined), including all additional property which by the terms hereof has or may become subject to the encumbrances of this Agreement, unto the Escrow Agent, and its successors and assigns, forever in trust, however, for the bene- fit and security of the holders from time to time of the Out- standing Obligations, but if the principal of and interest on all of the Outstanding Obligations shall be fully and promptly paid when due, upon the redemption thereof, in accordance with the terms thereof, then this Agreement shall be and become void and of no further force and effect; otherwise the same shall remaain.in full force and effect, and upon the trusts and subject to the covenants and conditions hereinafter set forth. - 2 - ARTICLE I DEFXNITIONS Section 1.01. Definitions. In addition to words and terms elsewhere defined in this Agreement, the following words and terms as used in this Agreement shall have the following meanings, unless some other meaning is plainly intended. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Resolution. "Defeasance Obligations" shall mean non -callable obligations of a kind set forth in Schedule D hereto. "Trust Estate", "trust estate" or "pledged property" shall mean the property, rights and interests described or .referred to under Divisions I, II, III and IV, above. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Words importing the singular number shall include the plural number and vice versa unless the context shall otherwise indicate. The word "person" shall include corporations, associations, natural persons and public bodies unless the context shall otherwise indicate. Reference to a person other than a natural person shall include its successors. ARTICLE II ESTABLISHMENT OF ESCROW DEPOSIT TRUST FUND; FLOW OF FUNDS Section 2.01. Creation of Escrow Deposit Trust Fund and Deposit of Moneys. There is hereby created and established with the Escrow Agent a special and irrevocable trust fund designated the Escrow Deposit Trust Fund (the "Escrow Deposit Trust Fund"), to be held by the Escrow Agent and accounted for separate and apart from other funds of the City and, to the extent required by law, of the Escrow Agent. Concurrently with the delivery of this Agreement, the City herewith deposits or causes to be deposited with the Escrow Agent and the Escrow Agent acknowledges receipt of immediately available moneys for deposit in the Escrow Deposit Trust Fund in the amount of $ from the proceeds of the Bonds which, when' invested in Defeasance Obligations, will provide moneys sufficient to pay the principal of, redemption premium, if any, and interest on the Outstanding Obligations, when due and payable upon the maturity or earlier redemption thereof, as more particularly described in Schedule C attached hereto and made a part hereof. - 3 - 90-.0324 Section 2 . 02.. Paymentof Outstanding ._Obligations. The Bond proceeds will be sufficient to purchase $ principal amount of Defeasance Obligations, all as lasted in Schedule B attached hereto and made a part hereof, which will mature in principal amounts and earn income at such times, all as described in Schedule B, so that sufficient moneys will be available to pay, as the same matures or are redeemed and become due, all principal of, redemption premium, if any, and interest on the Outstanding Obligations. Notwithstanding the foregoing if the amounts deposited in the Escrow Deposit Trust Fund are insufficient to make said payments of principal and interest, the City shall deposit into the Escrow Deposit Trust Fund the amount of any deficiency immediately upon notice from the Escrow Agent. Section 2.03. Irrevocable Trust _.Create. The deposit of moneys and Defeasance Obligations or other property hereunder in the Escrow Deposit Trust Fund shall constitute an irrevocable deposit of said moneys and Defeasance Obligations and other property hereunder for the benefit of the holders of the Out- standing Obligations, subject to the provisions of this Agreement. The holders of the Outstanding Obligations shall, subject to the provisions of this Agreement, have an express lien on all moneys and principal of and earnings on the Defeasance Obligations and other property in the Escrow Deposit Trust Fund. The moneys deposited in the Escrow Deposit Trust Fund and the matured principal of the Defeasance Obligations and other property hereunder and the interest thereon shall. be held in trust by the Escrow Agent, and shall be transferred in the necessary amounts as hereinafter set forth, for the payment of the principal of and interest on the Outstanding Obligations as the same become due and payable, upon the redemption thereof, as more specifically set forth in Schedule C hereto. Section 2.04. Purchase of Defeasance Obligations. The Escrow Agent is hereby directed to immediately purchase the Defeasance Obligations listed on Schedule B. The Escrow Agent shall purchase the Defeasance Obligations solely from the moneys deposited in the Escrow Deposit Trust Fund as provided in Section 2.02 hereof. The Escrow Agent shall apply the moneys deposited in the Escrow Deposit Trust Fund and the Defeasance Obligations purchased therewith, together with all income or earnings thereon, in accordance with the provisions hereof. The Escrow Agent shall have no power or duty to invest any moneys held hereunder or to make substitutions of the Defeasance Obligations held hereunder or to sell, transfer or otherwise dispose of the Defeasance Obligations held hereunder' except as provided in this Agreement, nor shall the Escrow Agent have any liability with respect to such investments, including, Without limitation, any losses or taxes thereon. 4 - 90-tJ3Z4 e Section 2.05. Substitution of certain Defeasance Obligations . (a) If so directed by the City on the date hereof, the Escrow Agent shall accept in substitution for all or a portion of the Defeasance Obligations listed in Schedule 9, Defeasance Obligations (the "Substituted Securities"), the principal of and interest on which, together with any Defeasance Obligations listed in Schedule B for which no substitution is made, will meet the requirements of payment of all principal of and interest on the Outstanding Obligations as set forth in Schedule C hereof. The foregoing notwithstanding, the substitution of Substituted Securities for any of the Defeasance obligations listed in Schedule B may be effected only upon compliance with Section 2.05(b)(1) and (2) below. (b) If so directed by the City at any time during the term of this Agreement, the Escrow Agent shall, upon receipt of the opinion and verification required by (1) and (2) respectively, below, sell, transfer, exchange or otherwise dispose of, or request the redemption of, all or a portion of the Defeasance Obligations then held in the Escrow Deposit Trust Fund and shall substitute for such Defeasance Obligations other Defeasance Obligations, desig- nated by the City, and acquired by the Escrow Agent with the pro- ceeds derived from the sale, transfer, disposition or redemption of or by the exchange of, such Defeasance Obligations held in the Escrow Deposit Trust Fund: (1) The Escrow Agent shall have received an opinion of nationally recognized counsel in the field of law relating to municipal bonds stating that such substitution will not adversely affect the exclusion from gross income for Federal income tax purposes of interest on the Outstanding Obligations and the Bonds and is not inconsistent with the statutes and regulations applicable to the Outstanding Obligations and the Bonds; and (2) The Escrow Agent shall have received verification from an independent certified public accountant stating that the principal of and interest on the substituted Defeasance Obligations, together with any Defeasance Obligations and a stated dollar amount of cash remaining in the Escrow -Deposit Trust Fund, if any, will be sufficient without reinvestment, to pay the remaining principal of, redemption premium, if any, , and interest on. the Outstanding Obligations as set forth in Schedule C hereof. Any moneys relating from the sale, transfer, disposition or redemption of the Defeasance Obligations held hereunder and the substitution therefore of other Defeasance Obligations not necessary for the payment of principal of, redemption premium, if any, and interest on the Outstanding Obligations, shall be - 5 - 90-0324 _ deposited in the Bond Set -vice Account of the Sinking Fund created and established in the Resolution. Section 2.06. Transfers from Escrow Deposit Trust Fund. As the principal of the Defeasance Obligations set forth in Schedule B shall mature and be paid, and the investment income and earnings thereon are paid, the Escrow Agent shall, no later than the maturity or redemption date for the' Outstanding Obligations, as specified in Schedule C hereof, transfer to the paying agent for the outstanding Obligations from the Escrow Deposit Trust Fund amounts sufficient to pay the principal of and interest on the Outstanding Obligations coming due, as specified in Schedule C hereof. The City shall cause the registrar and paying agent for the Outstanding Obligations to perform its responsibilities, described in the Resolution, in connection with the redemption of the Outstanding Obligations including the giving of notice of redemption as required therein. Section 2.07. Escrow Deposit Trust Fund Constitutes Trust Fund. The Escrow Deposit Trust Fund created and established pursuant to this Agreement shall be and constitutes a trust fund for the purposes provided in this Agreement and shall be kept separate and distinct from all other funds of the City and, to the extent required or permitted by law, of the Escrow Agent and used only for the purposes and in the manner provided in this Agreement. Section 2.08. Transfer of Funds After All Payments Required by this Agreement are Made. After all of the transfers by the Escrow Agent for payment of the principal of and interest on the Outstanding Obligations provided in Schedule C have been made, all .remaining moneys and securities, together with any income and interest thereon, in the Escrow Deposit Trust Fund shall be deposited in the Bond Service Account of the Sinking Fund created and established by the Resolution; provided, however, that no such transfers (except transfers made in accordance with Sections 2.05 hereof and with the following paragraph hereof) shall be made until all of the principal of and interest on the Outstanding Obligations have been paid. Notwithstanding the foregoing, upon the direction of the City, the Escrow Agent shall release moneys and securities to the City from the Escrow Deposit Trust Fund from time to time upon.receipt of: (1) an opinion of nationally recognized counsel in the;, field of law relating to municipal bonds stating that such release will not adversely affect the exclusion from gross income for Federal income tax purposes of interest on the Outstanding Obligations and the Bonds and is not inconsistent with the statutes and regulations applicable to the Outstanding Obligations and the Bonds; and 90-�-0324 (2) a verification From an independent certified public accountant stating that the principal of and interest on the remaining Defeasance Obligations, together with any cash remaining in the Escrow Deposit -Trust Fund, if any, will be sufficient without reinvestment, to pay the remaining principal of, redemption premium, if any, and interest on the Outstanding Obligations as set forth in Schedule C hereof. ARTICLE III CONCERNING THE ESCROW AGENT Section 3.01. Duties of Escrow Agent. The Escrow Agent shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Escrow Agent. Section 3.02. Liability of Escrow Agent. (a) The Escrow Agent shall not be liable for the accuracy of the calculations as to the sufficiency of moneys and of the principal amount of the securities and the earnings thereon to pay the Outstanding Obligations. So long as the Escrow Agent applies any moneys, securities and interest earnings therefrom to pay the Outstanding Obligations as provided herein, and complies fully with the terms of this Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Outstanding Obligations caused by such calculations. (b) The Escrow Agent shall have no lien, security interest or right of set-off whatsoever upon any of the moneys or invest- ments in the Escrow Deposit Trust Fund for the payment of fees or expenses for services rendered by the Escrow Agent under this Agreement. (c) The Escrow Agent shall not be liable for any loss or damage, including counsel fees and expenses, resulting from its actions or omissions to act hereunder, except for any loss or damage arising out of its own bad faith, gross negligence or willful misconduct. Without limiting the generality of the fore- going, the Escrow Agent shall not be liable for any action. taken or omitted in reliance on any notice, direction, consent, certifi- cate, affidavit, statement, designation or other paper or document reasonably believed by it to be genuine and to have been duly and properly signed or presented to it by the City. (d) Notwithstanding any other provision elsewhere contained in this Agreement, the Escrow Agent is acting solely as agent of the City and does not assume any obligation or relationship of agency or trust for or with any owners or holders of Bonds. - 7 - 90- 0324 Section 3.03. Fees_. Expenses and Indemnification. (a) The City shall pay to the Escrow Agent for its perfor- mance hereunder: (a) such compensation as may mutually be agreed upon in writing; and (b) its reasonable out-of-pocket expenses (including counsel fees and expenses) incurred in connection with this Agreement. (b) To the extent permitted by law, the City shall indemnify and exonerate, save and hold harmless the Escrow Agent from and against any and all claims, demands, expenses (including counsel fees and expenses) and liabilities of any and every nature which the Escrow Agent may sustain or incur or which may be asserted against the Escrow Agent as a result of any action taken or omitted by the Escrow Agent hereunder without bad faith, negligence or willful misconduct. At any time, the Escrow Agent may apply to the City for written instructions with respect to any matter arising under this Agreement and shall be fully protected in acting in accordance with such instructions. In addition, the Escrow Agent may, as reasonably necessary, consult counsel to the City or its own counsel, at the expense of the City, and shall be fully protected with respect to any action taken or omitted in good faith in accordance with such advice or opinion of counsel to the City or its own counsel. Section 3.04. Permitted Acts. The Escrow Agent and its affiliates may become the owner of or may deal in the Outstanding Obligations as fully and with the same rights as if it were not the Escrow Agent. ARTICLE IV MISCELLANEOUS Section 4.01. Amendments to this Agreement. This Agreement is made for the benefit of the City and the holders from time to time of the Outstanding Obligations and it shall not be repealed, _ revoked, altered or amended without the written consent of all such — holders, the Escrow Agent and the City; provided, however_, toat the City and the Escrow Agent may, without the consent of, or notice _- to, such holders, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such holders, �- and shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; and (b) to grant to or confer upon. the Escrow Agent for the benefit of the holders of the Outstanding Obligations any addi- — 8 90-0324 r tional rights, remedies, powers that may lawfully be granted to or conferred upon the Escrow Agent. The Escrow Agent shall be entitled to rely upon an unqualified opinion of a nationally recognized counsel in the field of law relating to municipal bonds with respect to compliance with this Section. Section 4.02. Severability. If any one or more of the covenants or agreements provided in this Agreement on the part of the City or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. Section 4.03. Agreement Binding. All the covenants, promises and agreements in this Agreement contained by or on behalf of the City or by or on behalf of the Escrow Agent shall bind and inure to the benefit of their respective successors and assigns, whether so expressed or not. Section 4.04. Termination, Resignation and Removal of Escrow Agent. (a) This Agreement shall terminate when all transfers and payments required to be made by the Escrow Agent under the provisions hereof shall have been made. The provisions of Sections 3.02 and 3.03 of this Agreement shall survive the termination of this Agreement. (b) The Escrow Agent may evidence its intent to resign by giving written notice to the City. Such resignation shall take effect only upon delivery of the Trust Estate to a successor Escrow Agent designated in writing by the City, and the Escrow Agent shall thereupon be discharged from all obligations under this Agreement and shall have no further duties or responsibilities in connection herewith. The Escrow Agent shall deliver the Trust Estate without unreasonable delay after receiving the City's designation of a successor Escrow Agent and upon payment of all of its fees and expenses. (c) The City may evidence its intent to remove the Escrow Agent by giving written notice to the Escrow Agent. Such, removal shall take effect only upon delivery of the Trust Estate to a successor Escrow Agent designated in writing by the City, and the Escrow Agent shall thereupon be discharged from all obligations under this Agreement and shall have no further duties or responsi- bilities in connection herewith. The Escrow Agent•shall deliver the Trust Estate without unreasonable delay after receiving the MM 90-0324 City's designation of a successor Escrow Agent and upon payment of all of its fees and expenses. (d) If after 30 days from the date of delivery of its written notice of intent to resign or of the City's notice of intent to remove, the Escrow Agent has not received a written designation of a successor Escrow Agent, the Escrow Agent's sole responsibility shall be in its sole discretion either to retain custody of the Trust Estate and apply the Trust Estate in accor- dance with this Agreement without any obligation to .reinvest any part of the Trust Estate until it receives such designation, or to apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent and after such appointment to have no further duties or responsibilities in connection herewith. Section 4.05. Execution by Counterparts. This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. Section 4.06. Notices. Any notice, instruction, request for instructions or other instrument in writing authorized or required by this Agreement to be given to either party shall be deemed given if addressed and mailed certified mail to it at its offices at the address set forth below, or at such other place as such party may from time to time designate in writing: (a) if to the City, at Department of Finance City of Miami, Florida 3006 Aviation Avenue Third Floor Miami, Florida 33133 Attention: Director (b) If to the Escrow Agent, at 400 North Ashley Avenue Tampa, Floria 33601 Attention: Section 4.07. Governing Law. This Agreement shall, be governed by, and construed in accordance with, the laws of the State of Florida. - 10 - 90.-0324 P IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers and .its _- corporate seal to be hereunto affixed and attested as of the date first above written. THE CITY OF MIAMI, FLORIDA (SEAL) By_ City Manager ATTEST: - City Clerk NCNB NATIONAL BANK OF FLORIDA, as Escrow Agent ( SEAL) By Title: ATTEST: Authorized Officer 90-. 0324 STATE OF FLORIDA j SS: COUNTY OF DADE ) On the day of May in the year 1990, before me personally came Cesar Odio, to me known, who, being by me duly sworn, did — depose and say that he resides in Miami, Florida; that he is the City Manager of The City of Miami, Florida; that he knows the seal _ thereof; that the seal affixed to said instrument is the seal of The City of Miami, Florida; that it was so affixed by order of the _ City Commission of The City of Miami, Florida; and that he signed his name thereto by like order. My Commission Expires: NOTARY PUBLIC STATE OF FLORIDA - 12 - 90-0324 0 STATE OF FLORIDA ) COUNTY OF DADE ) On the _ day of May in the year 1990, before me personally came to me known, who, being by me duly sworn, did depose and say that (s)he resides in that (s)he is a Vice President of , the banking association described in and whit executed the above instrument; that (s)he knows the seal of said association; that the seal affixed to said instrument is the corporate seal of said association; that it was so affixed by commission of the Board of Directors of said corporation; and that (s)he signed (her)his name thereto by like commission. My commission Expires: NOTARY PUBLIC STATE OF FLORIDA 13 - c 90!--03 4 SCITEDULE A OUTSTANDING OBLIGATIONS The city of Miami Special Obligation Bonds, Series 1985 A - 1 90--0324 a SCHEDULE D INDURIL4ENT OF BOND PROCEEDS Investment of Bond Proceeds: U.S. Government Principal Purchase Maturity Interest Securities (Par) AmountL Price Date Rate i:N:W1 90--0324 w SCHEDULE C SCHEDULE OF PAXMENT8 ON OUTSTANDING OBLIGATIONS The City of Miami Special Obligation Bonds, Series 1985 Principal Amount Interest C - 1 Total Payment Date 90-0324 0 SCHEDULE D DEFEASANC£ OBLIGATIONS Direct obligations of, or obligations the principal of and the interest on which are guaranteed by, the United States of America, or evidences of indirect ownership of such obligations. _ D - 1. ..90-0324 Exhibit C PR. LTHINARY O"XCT AI, STAT tXX1RA' DATR7D __ , 1990 C,rpdit RA.tt"got y'wt Otamdlard A Poor'sx In the opinion of Bond Counsel, assuming continuing compliance with certain tax covenants, under existing laws, regulations, rulings and judicial decisions, the interest on the Series 1990 Bonds is excluded from gross income for federal income tax purposes. However, see the caption "TAX TREATMENT" herein for a description of the alternative minimum tax on corporations and certain other federal income tax consequences of ownership of the Series 1990 Bonds. Co -Bond Counsel is further of the opinion that the Series 1990 Bonds and the interest thereon are exempt from taxation under the laws of the State of Florida, except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations, as defined therein). $13,000,000 The City of Miami.. Florida Special Obligation Refunding Bonds Series 1990 Dnteds Sony 1, 1990 for cu rmt Intwtent sanAs Dues Nowsbar 15, as abotm baler Date of Dalieuy for Capital AppiecUtim ll= e The Series 1990 Bonds are issuable as fully registered bonds, and when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), New York, New York. DTC will act as securities depository (the "Securities Depository") of the Series 1990 Bonds. Individual purchases will be made in book -entry form only, in the principal amount of $5,000 or integral multiples thereof. Purchasers will not receive certificates representing their interest in the Series 1990 Bonds purchased. Interest on the Current Interest Bonds is payable semi-annually on November 15 and May 15 in each year, commencing November 15, 1990. Interest on the Current Interest Series 1990 Bonds will be payable :o the registered owners shown on the registration books of the City on the fifteenth day (whether or not a business day) of the month preceding an interest payment date, by check or draft maLled to such registered owners by the Bond Registrar and Paying Agent. The Series 1990 Bonds are subject to optional and mandatory redemption prior to maturity as further described herein. The Series 1990 Bonds are being issued to advance refund the City's Special Obligation Bonds, Series 1985, of which $13,100,000 remain outstanding and to pay certain costs of issuance of the Series 1990 Bonds. The Series 1985 Bonds were used to advance refund $10,345,000 aggregate principal amount of the City's Parking Revenue Bonds (Additionally Secured by Non -Ad Valorem Revenues), Series 1981, which were originally issued to finance the cost of constructing an off street parking garage and related facilities in the Downtown Government Center in the City. The Series 1990 Bonds are special obligations of The City of Miami payable exclusively from the Not Revenues of the Facility and Revenues derived from certain utilities services taxes collected on the sale of water. Neither the faith and credit nor the taxing power of the City to levy ad valorem real or tangible personal property taxes is pledged to the payment of the Series 1990 Bonds (See, 'Security for the Bonds') herein. Payment of the principal of and interest on the Series 1990 Bonds as and when the sane shall became due and payable will be insured under the terms of a municipal bond insurance policy issued by 9o-0324 KaturAtz Maturity $0, 000, 000 L11PLI MM Il1TRRRRT RRAIAL PO1R R Principal Int*rerat Principal Amount Rate Maturity Amount_ $0,000,000.00 CAPITAL APPRRCIATIOR EMS Original Accreted Approximt• Principal value at Yield Amount ftLUXA&I to Maturity Intercat hate Original Principal Amount Per $100 Accreted Valup at Maturity The Series 1990 Bonds are offered when, as and if issued and received by the Underwriters, subject to the receipt of the unqualified approving opinions of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., and McCrary Self & Dove, Co -Bond Counsel, as to the validity and federal tax status of the interest on the Series 1990 Bonds. Certain legal matters in connection with the Series 1990 Bonds will be passed upon for the City by Jorge L. Fernandes, City Attorney, and for the Underwriters by their Co -Counsel, Matzner, Siskind, Rosnitzky & Jaffee, P.A. and Barnes, Darby & McGhee. Raymond James and Associates, Inc. and Howard Gary & Company will act as Financial Advisors to the City. It is expected that the Series 1990 Bonds will be available for delivery in New York, New York, on or about , 1990. MERRILL LYNCH CAPITAL MARKETS CAR4ONA FERRAND NONTES SECURITIES CORPORATION W.R. LAZARD, LAIDLAW & MEAD, INCORPORATED 9®-0324 This Preliminary official Statement and the information contained herein are subject to completion or amendment without notice. These securities may not be sold nor may an offer to buy be accepted prior to the time the Official Statement is delivered in final form. tinder no circumstances shall this Preliminary official Statement constitute an offer to sell or a solicitation of an offer to sell or a solicitation of an offer to buy, not shall there be any sale of these securities in any jurisdiction to which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. I THE CITY OF MIANI , FLORIDA MEMBERS OF BOARD OF CITY COMMISSIONERS 1CAVIER L. SUAREZ, MAYOR MILLER J. DAWAINS, MICE MAYOR MSIRIAMI ALONSO VICTOR DR YURRE J. L. PLUMMBR, JR. CITY OFFICIALS CityManager .........................CESAR H. ODIO City Attorney.............JORGE L. FERNANDEE, ESQ. Director of Finance..........CARLOS E. GARCIA, CPA CityClerk.............................MATTY HIRAI Co -Bond Counsel. GREENBERG, TRAURIG, HOFFMAN, LIPOFF, ROSEN & QUENTEL, P.A. AND MCCRARY SELF & DOVE Financial Advisors RAYMOND JAMES AND ASSOCIATES, INC. AND HOWARD GARY & COMPANY Independent Certified Public Accountants DELOITTE & TOUCHE i 9C��324 No person has been authorized to give any information or to make any representations other than those contained in this Official Statement in connection with the offer made hereby and, if given or made, such information or representations must not be relied upon as having been authorized by the City, neither the delivery of this Official Statement nor any sale hereunder shall create any implication that there has not been a change in the affairs of the City since the date hereof. This Official Statement does not constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there will be no change in the affairs of the City from the date hereof to the date of the delivery of the Bonds, but see paragraph headed "Closing Certificate" herein. This Official Statement is submitted in connection with the initial public offering of the Bonds. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES 1990 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. TABLE OF CONTENTS Paae =53 INTRODUCTION THESERIES 1990 BONDS .............................................. - _i General ................................................... - Book -Entry Only System .................................... Interest Payment Dates .................................... - Capital Appreciation Bonds ................................ Mandatory Redemption ...................................... - Optional Redemption ....................................... -=ts Authorization .... .......... .............................. A Security for the Series 1990 Bonds ........................ WATER UTILITIES SERVICE TAX REVENUES ............................... - Additional Parity Bonds ................................... THEPLAN OF REFUNDING .............................................. = WATER UTILITIES SERVICE TAX PLEDGE ................................. _- - Rate Covenant .......... ....... _........................... - Flow of Funds ............................................. Reserve Account ........................................... - _ Insurance.......... ............................. _ = ESTIMATED SOURCES AND APPLICATION OF FUNDS ......................... THEFACILITY....................................................... Description of the Facility ............................... I 90--0324 The Manager ............................................... The Axsa... • ...... ..... ............................. FINANCIAL PERFORMANCE OFTHE FACILITY .............................. SUM4ARY OF THE OPERATION OF THE FACILITY ........................... GOVERNMENT CENTER PARKING GARAGE ANALYSIS .......................... Existing Conditions....* .................................. TAXHATTBRS........................................................ VERIFICATION OF MATHEMATICALCOMPUTATIONS .......................... UNDERWRITING....................................................... LITIGATION......................................................... RATINGS............................................................ FINANCIAL ADVISORS ................................................. APPROVAL OF LEGAL PROCEEDINGS ...................................... CLOSING CERTIFICATE ................................................ APPROVALAND OFFERING STATEMENT .................................... APPENDIX A - Description of the City.. .............. .......... APPENDIX H - City of Miami Comprehensive Annual Financial Report.................................0... ..................... APPENDIX C - Proposed Form of Bond Counsel Opinion .................. APPENDIX D - Summary of the Resolution .............................. APPENDIX E - Computation of Accreted Values of Capital Appreciation Bonds..............................0................. 1! 90---0324 PRELIMINARY OFFICIAL STATEMENT $13000000 THE CITY OF XIAMI, FLORIDA SPECIAL OBLIGATION REFUNDING BONDS SERIES 1990 DESCRIPTION OF THE ISSUE INTRODUCTION The purpose of this Official Statement of The City of Miami, Florida (the "City"), which includes the cover page and appendices attached hereto, is to set forth information concerning the City's Special Obligation Refunding Bonds, Series 1990 (the "Series 1990 Bonds"), to be issued in the aggregate principal amount of $13,000,000 authorized by the City Commission of The City of Miami. The Series 1990 Bonds are being issued for the purpose of advance refunding the City's Special Obligation Bonds, Series 1985 (the "Series 1985 Bonds"), of which $13,100,000 aggregate principal amount remain outstanding, which were issued to advance refund the City's Parking Revenue Bonds (Additionally Secured by Ikon Ad Valorem Revenues), Series 1981 (the "1981 Bonds"). THE SERIES 1990 BONDS General The Series 1990 Bonds in current interest form (the "Current Interest Bonds"), are being issued in the aggregate principal amount of $13,000,000, are dated May 1, 1990, and are issuable as _ fully registered bonds in the denomination of $5,000 or integral - multiples thereof. The Series 1990 Bonds in capital appreciation form (the "Capital Appreciation Bonds") are being issued in the aggregate original principal amount of $0,000,000.00, dated the date of delivery thereof, in original principal amounts that will �T accrete to $5,000 at maturity or integral multiples thereof. _f Interest on the Current Interest Bonds will be paid to the registered owners shown on the registration books of the City on the day (whether or not a business day) of the month of an interest payment date (the "Record Date"), by check or draft mailed to such registered owners by the Paying Agent, irrespective of any transfer or exchange of any Bond subsequent to such Record Date and prior to such interest payment date, unless the City defaults in the payment of interest due on such interest payment date. In the event of any such default, such defaulted interest will be payable =_ to the person in whose name such Bond is registered at the close _? of business on a special record date for the payment of such defaulted interest established by notice mailed by the Bond Registrar to the registered owners of the Bonds not less than fifteen (15) days preceding such special record date. Such notice 90--0324 shall be mailed to the person in whose name the Bonds are registered at the close of business on the fifth day preceding the date of mailing of such notice. The principal of, and premium, if any, on the Current Interest Bonds and the accreted value of the Capital Appreciation Bonds at maturity or earlier redemption thereof, are payable upon presentation and surrender of the Bonds, at NCNB National Bank of Florida, in the City of Tampa, Florida, as Bond Registrar and Paying Agent. NCNB National Bank of Florida, in the City of Tampa, Florida will also serve as Escrow Agent. Book-Rntry Only System The Depository Trust Company, New York, New York ("DTC") will act as a securities depository for the Series 1990 Bonds. The ownership of one fully registered Series 1990 Bond for each maturity as set forth on the cover page of this Official Statement, each in the aggregate principal amount or original principal amount of such maturity, as the case may be, will be registered in the name of Cede & Co., as nominee for DTC. DTC is a limited purpose trust company organized under the laws of. the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "Clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC was created to hold securities of its participants (the "Participants") and to facilitate the clearance and settlement of securities transactions among Participants in such securities through electronic book -entry changes in accounts of the Participants, thereby eliminating the need for physical movement of securities certificates. Participants include securities brokers and dealers, banks, trust companies, clearing corporations,, and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly. The Series 1990 Bonds will be available in book -entry form only, with bond certificates evidencing ownership of the Series 1990 Bonds and will be immobilized at DTC (and not available for distribution to the public) and transfers of ownership effected on the records of OTC and its Participants. So long as DTC or its nominee is the sole registered owner of the Series 1990 Bonds, interest on and principal of the Series 1990 Bonds will be paid when due, either at maturity, upon earlier redemption or otherwise, to DTC or its nominee by NCNB National Bank of Florida, as Paying Agent (the "Paying Agent"). Disbursement of principal and interest payments to Participants of DTC will be the responsibility of DTC; disbursement of principal and interest payments to beneficial owners of the Series 1990 Bonds ("Beneficial Owners") by Participants of DTC will be the responsibility of such Participants and other nominees of Beneficial Owners. i 2 �©--0324 So long as DTC or its nominee is the sole registered owner of the Series 1990 Bonds, references herein to the Bondholders or registered owners or Holders of the Series 1990 Bonds shall mean DTC or its nominee and not the Beneficial Owner's. For every transfer and exchange of ownership interest in the Series 1990 Bonds, the Beneficial Owner may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. So long as the book -entry system is used for the Series 1990 Bonds, the City shall send any notice of redemption to DTC, or its nominee, as registered owner of the Series 1990 Bonds. Forwarding of such notice to the Participants is the responsibility of DTC. Forwarding of such notice to Beneficial Owners by Participants is the responsibility of the Participants and other nominees of Beneficial Owners of the Series 1990 Bonds. Any failure of DTC to mail such notice to any Participant will not affect the validity of the redemption of the Series 1990 Bonds. The City can make no assurances that DTC, the Participants or other nominees of the Beneficial Owners of the Series 1990 Bonds will distribute such redemption notices to the Beneficial Owners of Series 1990 Bonds, or that they will do so on a timely basis, or that DTC will act as described in this Official Statement. See "Notice of Redemption" below. If less than all of the Series 1990 Bonds of any one maturity shall be called for redemption, the particular Series 1990 Bonds or portions of Series 1990 Bonds of such maturity to be redeemed shall be selected by lot or in any customary manner of selection by DTC and Participants in such manner as DTC and Participants may determine. DTC may determine to discontinue providing its services with respect to the Series 1990 Bonds at any time by giving notice to the City and the Registrar and Paying Agent and discharging its responsibilities with respect thereto under applicable law. Under such circumstances of there is no successor securities _- depository), the City is obligated to deliver fully registered Series 1990 Bond certificates, as provided in the Resolution. The City may, but is not obligated to, determine that the interests of the Beneficial Owners maybe adversely affected if the book -entry system is continued. In the event the City makes such a determination, the Registrar and Paying Agent will so notify DTC and if there is no successor depository, full registered Series 1990 Bonds in certificated form will be made available to Participants. In the event that the book -entry only system is discontinued, as described in the two preceding paragraphs, the following requirements of the Resolution will apply: principal or Redemption Price, if any, of the Series 1990 Bonds will be payable at the corporate trust office of the Paying Agent and interest on the Series 1990 Bonds will be payable by check or draft by the Paying Agent mailed to each registered owner of the Series 1990 Bonds at 3 90-0324 the address of such owner as it appears in the registration books which will be maintained by the bond registrar. The fully registered Series 1990 Bonds will, be transferable only by presentation and surrender thereof to the Paying Agent together with an assignment duly executed by the owner of the Series 1990 Bonds or his duly authorized representative in form satisfactory to the Trustee and containing information required by the Trustee in carder to effect such transfer and upon payment of any charge, made as reimbursement for any tax, fee or other governmental charge imposed with respect thereto; Series 1990 Bonds may be exchanged for an equal aggregate principal amount of Series 1990 Bonds of the same maturity and interest rate in other authorized denominations upon surrender thereof at the corporate trust office of the Trustee, and the Trustee will not be required to transfer or exchange any Series 1990 Bond: (i) during a period beginning 15 days prior to the selection of Series 1990 Bonds for redemption and ending on or the date of first publication of notice (or the mailing thereof if there is no publication) of redemption or (ii) called for redemption. Interest Payment Dates The Current Interest Bonds bear interest at the rates per annum set forth on the cover page of this Official Statement, payable semi-annually on November 15 and May 15 of each year, commencing November 15, 1990, and mature on November 15, in the years and principal amounts set forth on the cover page of this Official Statement. Capital Appreciation Bonds The Capital Appreciation Bonds are being issued in original principal amounts that will accrete to $5,000 at maturity or integral multiples thereof as set forth below. Such Capital Appreciation Bonds are payable upon redemption or at maturity in an amount (the "Accreted Value") equal to the original principal amount of such Bonds, plus interest compounded semiannually on May 15 and November 15 of each year, commencing on November 15, 1990, at the approximate yields provided for such Capital Appreciation Bonds on the cover page hereof. The Accreted Value per $5,000 maturity amount of the Capital Appreciation Bonds on each May 15 and November 15 is shown in Appendix "E" hereto. Nandatory Redemption The Current Interest Term Bonds that mature on November 15, are subject to mandatory redemption in part by lot prior to their scheduled maturity from moneys in the Sinking Fund established under the Resolution in satisfaction of applicable Amortization Requiretents (as defined in the Resolution), at a price equal to 100% of the principal amount thereof plus interest 4 90-0324 accrued to the redemption date, beginning on November 15, of the years and in the principal, amounts set forth below: PRINCIPAL, A-M-9_M * * Final Maturity The Capital appreciation Bonds that mature on November 15, are subject to mandatory redemption in part by lot prior to their scheduled maturity, from moneys in the Sinking Fund established under the Resolution in satisfaction of applicable Amortization Requirements (as defined in the Resolution) at a redemption price equal to Accreted Value at the redemption date on November 15, of the years and in the original principal amounts and corresponding Accreted Values at the redemption dates set forth below: ORIGINAL ACCRETED VALUE PRINCIPAL AMOUNT AT REDEMPTION DATE * * Final maturity Optional Redemption The Current Interest Bonds maturing after November 15, may be redeemed prior to their respective maturities, at the option of the City from any moneys that may be made available for such purpose, in whole or in part on any date not earlier than November 15, , (if in part, in inverse order of maturity and by lot within a maturity), at the following redemption prices (expressed as percentages of the principal amount being redeemed), plus accrued interest to the redemption dates Redemption Periods Redemption (Dates Inclusivel Prices November 15, through November 14, $ November 15, through November 14, 5 90--0324 November 15, through November 1.4 , November 15, v and. thereafter The Capital Appreciation Bonds that mature after November 15, may be redeemed prior to their respective maturities, at the option of the City from any moneys that may be available for such purpose, in whole or in part on any date not earlier than November 15, (if in part, in inverse order of maturity and by lot within a maturity), at the following prices (expressed as percentages of the Accreted Value being redeemed at the redemption date): Redemption Periods Redemption (Dates Inclusive) Prices November 15, through November 14, $ November 15, through November 14, November 15, through November 14, November 15, and thereafter At least thirty (30) days and not more than sixty (60) days before the redemption date, a notice of any such redemption, either in whole or in part, signed by the Fiscal Agent (a) shall be filed with the Paying Agent and the Fiscal Agent and (b) shall be mailed, postage prepaid, to all registered owners of Bonds to be redeemed at their addresses as they appear on the registration books provided for in the Resolution, but failure so to mail any such notice to the owner of any Series 1990 Bond shall not affect the validity of the proceedings for redemption of any other Series 1990 Bonds. Each such notice shall set forth the date fixed for redemption, the redemption price to be paid and, if less than all of the Series 1990 Bonds then Outstanding shall be called for redemption, the numbers of such Series 1990 Bonds. The Fiscal Agent shall also send a copy of such notice by mail or overnight delivery service for receipt not less than thirty ( 30 ) days before such redemption date to the following: The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530; Midwest Securities Trust Company, Capital Structures - Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605; Pacific Securities Depository Trust Company, Post Office Box 7041, San Francisco, California 94120; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention' Bond Department; Standard and Poor's Called Bond Record, 25 Broadway, New York, New York 10004; and Moody's Municipal and Government, 99 Church Street, New York, New York 10007; provided, however, that such mailing as provided in this paragraph shall not be a condition precedent to such redemption and failure so to mail any such notice shall not affect the validity of any proceedings for the redemption of the Bonds. 6 9®--0324 on the redemption date interest will cease to accrue on the Series 1990 Bonds to be redeemed and the registered owners of such bonds will cease to be entitled to any benefit or security under the Resolution except to receive the redemption price thereof, provided that the Paying Agent has, on or before such date, received agonies for the redemption of the Series 1990 Bonds so called for redemption. Authorisation Issuance of the Bonds has been authorized by the City Commission of the City pursuant to the Constitution and laws of the State of Florida, particularly Chapter 166, Florida Statutes, as amended, and pursuant to the provisions of Resolution No. , adopted by the Commission on April 26, 1990 (collectively the "Resolution"). Security for the Series 1990 Bonds The Series 1990 Bonds and any additional Bonds issued under the Resolution will be secured by and payable as to principal and interest from moneys deposited in the Sinking Fund created by the Resolution from the Net Revenues of the Facility (defined in the Resolution to mean the Revenues of the Facility less the Current Expenses of the Facility). To the extent such Net Revenues are insufficient therefor the City has covenanted in the Resolution the City will, in the City budget for each Fiscal Year the Bonds are outstanding, budget as a first priority item an amount equal to (a) 100% of the Principal and Interest Requirements for ;the ensuing Fiscal Year less (b) any amounts on deposit in the Revenue Fund net of amounts required to pay current expenses, the Bond Service Account, Redemption Account and the General Reserve Fund (up to an amount equal to $100,000) as of the last day of the prior Fiscal Year. Such budgeted amount will be a first charge against the Designated Revenues received in such Fiscal Year. Upon receipt by the City of Designated Revenues in such Fiscal Year the City Manager will cause such Designated Revenues to be deposited with the Fiscal Agent,. to the credit of the Bond Service Account and the Redemption Account, one day prior to an interest payment date or a principal payment date, as the case may be, the amounts necessary, together with the amounts already on deposit in such Accounts, as will be sufficient to pay the interest and principal, as the case may be, due on the respective principal payment date and interest payment date. To the extent such Designated Revenues are insufficient therefor, principal of and interest on the Series 1990 Bonds will be payable, from moneys or the Reserve Account Credit Facility (hereinafter defined) held in the Reserve Account. The Resolution provides further that, if in any Fiscal Year moneys are withdrawn from the Reserve Account to pay the principal of or the interest on the Series 1990 Bonds, the City will include in the City budget for the next ensuing Fiscal Year budget as a 90-0324 first priority item an amount equal to the amount of such withdrawal from the Reserve Account. Such budgeted amount will be a first charge against the Designated Revenues received in such next ensuing Fiscal Year. Designated Revenues are defined in the Resolution to mean the non -ad valorem tax revenue sources available to the City consisting of the Utility Services Taxes collected by or on behalf of the City from the sale of water in each Fiscal Year. Upon receipt by the City of Designated Revenues less amounts utilized to pay principal of and interest on the Series 1990 Bonds as described above in such next ensuing Fiscal Year such Designated Revenues shall first be deposited as received with the Fiscal Agent for the credit of the Reserve Account until the amount so deposited equals such budgeted amount. Such budgeting and deposit requirements are cumulative and will be carried forward to ensuing Fiscal Years if not previously satisfied. The following is a summary of the Water Utilities Service tax revenues. WATER UTILITIES SERVICE TAX REVENUES Fiscal Year Water 1980 $ 843,102 1981 994,455 1982 1,188,627 1983 1,182,863 1984 1,243,166 1985 1,312,772 1986 1,432,916 1987 1,586,795 1988 1,637,432 1989 11699,962 1990* 1,731,979 * Budgeted Amount. (Actual collections for five months ended February 28, 1990 amount to $698,610.) Additional Parity Bonds The Resolution provides for the issuance of additional parity Bonds to be issued to provide additional funds to pay the costs of any additional project hereinafter authorized by the City or to refund any series of Bonds. Before any such additional parity Bonds shall be issued under the provisions of the Resolution (except Bonds to refund all or any portion of the Bonds then Outstanding) the City Commission shall adopt a resolution authorizing the issuance of such Bonds and fixing the amount and the details thereof. If such additional parity Bonds are being issued to pay the costs of a project 8 90--0324 authorimed by the City, the City Is regpAred, among other things, to deliver a certificate of an Independent certified public accountant prior_ to the issuance of such additional parity Bonds certifying that the sum of the Revenues and Designated Revenues during the immediately preceding Fiscal Year or any twelve (12) consecutive months selected by the City of the eighteen (18) months immediately preceding the issuance of said additional parity Bonds were at least equal to one hundred twenty percent (120%) of the Maximum Annual Debt Service on (1) the Bonds originally issued pursuant to this Resolution and then Outstanding, (2) any parity Bonds theretofore issued and then Outstanding, and (3) the additional parity Bonds then proposed to be issued. THE PLAN OF REFUNDING The Bonds are being issued for the purpose of advance refunding the Series 1985 Bonds. See "ESTIMATED SOURCES AND APPLICATION OF THE FUNDS". Pursuant to the terms of the Resolution, the advance refunding of the Series 1985 Bonds will be effected by depositing a portion of the proceeds of the Series 1990 Bonds into the Escrow Deposit Trust Fund (the "Escrow Fund") created and established pursuant to the Escrow Deposit Agreement dated as of May 1, 1990 by and between the City and NCNB National Bank of Florida, Tampa, Florida, as escrow agent (the "Escrow Agent"). Such proceeds, together with any cash deposited with the Escrow Agent will be used to purchase certain non -callable direct obligations of the United States of America, and any cash remaining after such purchase will be held uninvested (all such uninvested cash and obligations being herein collectively referred to as the "Government Obligations"). The Government Obligations will bear interest at such rates and will be scheduled to mature at such times and in such amounts that, when paid in accordance with their respective terms, together with cash balances, sufficient moneys will be available (i) to pay, when due, interest and principal on the Series 1985 Bonds and (ii) to redeem the Series 1985 Bonds on 1, 19 at their Redemption Price of % of the principal amount thereof. The Escrow Fund shall be held by the Escrow Agent, in irrevocable trust and used solely for the payment of the interest, principal and Redemption Price on the Series 1985 Bonds. WATER UTILITIES SERVICE TAX PLEDGE The City presently levies and collects Utilities Service Taxes pursuant to Section 166.231, Florida Statutes, on the purchase of certain utility services including, but not limited to water service pledged to the Series 1990 Bonds, gas, telecommunications and electrical services. This tax is levied upon purchases of these services within the City. The tax is collected by the seller from the purchaser at time of payment for such services and remitted to the City on a monthly basis. The Series 1990 Bonds 9 90-0324 ( and any parity Bonds to be issued pursuant to the Resolution), enjoy a first lien and charge on the Designated Revenues. Rate Covenant The City has covenanted that it will fix, charge and collect rates and charges for the use of the services and facilities furnished by the Facility and that from time to time, and as often as it shall be necessary, it will adjust such rates and charges by increasing or decreasing the same or any selected categories of rates and charges so that the Revenues together with Designated Revenues will at all times be sufficient in each Fiscal Year to provide an amount at least equal to the sum of (a) one hundred per centum (100%) of the Current Expenses of the Facility for the current Fiscal Year and (b) one hundred per centum (100%) of the Principal and Interest Requirements for the current Fiscal year and (c) one hundred per centum (100%) of the Reserve Account Deposit Requirement for the current Fiscal Year. Flow of Funds The City has covenanted that all Revenues of the Facility will be collected and deposited as received with a Depositary or Depositaries to the credit of the Miami Special Obligation Parking Facility Revenue Fund (the "Revenue Fund"). All moneys in the Revenue Fund shall be held by the City in trust and applied as provided in the Resolution. The Resolution creates a special fund designated "Miami Special Obligation Parking Facility Interest and Sinking Fund" (herein sometimes called the "Sinking Fund"). Within the Sinking Fund three separate accounts designated "Bond Service Account", "Redemption Account", and "Reserve Account" respectively. An additional special fund is created and designated by the Resolution as the "Miami Special Obligation Parking Facility General Reserve Fund" (herein called the "General Reserve Fund"). The moneys in each of said Funds and Accounts shall be held in trust and applied only as provided in the Resolution with regard to each such Fund and Account and, pending such application, shall be subject to a lien and charge in favor of the owners of the Outstanding Series 1990 Bonds and for the further security of such owners until paid out or transferred as provided in the Resolution. The Resolution requires that the City Manager, on or before the 5th day of the month next succeeding the month in which Series 1990 Bonds are initially issued and not later than the 5th day of each month thereafter, shall cause to be withdrawn an amount equal to the balance remaining in the Revenue Fund on the last day of the preceding month, less an amount (to be held for the payment of Current Expenses) equal to an amount not exceeding the amount necessary for Current Expenses during the next ensuing three (3) 10 90-0324 months as determined by the City Manager, and shall cause to be deposited the sum so withdrawn with the Fiscal Agent to the credit of the following Accounts or Funds in the followinar order: (a) to the credit of the Bond Service Account, an amount equal to one -sixth (1/6th) of the amount of interest payable on the Bonds on the interest payment date next succeeding (less any amount received as capitalized or accrued interest from the proceeds of the Bonds which is available for such interest payment) and beginning in December, 1990, an amount equal to one -twelfth (1/12th) of the next maturing installment of principal on all Serial Bonds then outstanding; subject to certain adjustments as provided in the Resolution; (b) to the credit of the Redemption Account an amount equal to one -twelfth (1/12th) of the principal amount of Term Bonds then outstanding required to be retired, in satisfaction of the Amortization Requirements, if any, for such Fiscal Year, plus the premiums, if any, on the principal amount of Term Bonds which would be payable in such Fiscal Year if such principal amount of Term Bonds were to be redeemed prior to their respective maturities from moneys held for the credit of the Sinking Fund; (c) to the credit of the Reserve Account, such amount, if any, of any balance remaining after making the deposit under clauses (a) and (b) above (or the entire balance if less than the required amount) as may be required to make the amount deposited in such month to the credit of the Reserve Account equal to the Reserve Account Deposit Requirement for such months; (d) to the credit of the General Reserve Fund, the balance, if any, remaining after making the deposits under clauses (a), (b) and (c) above. If the amount deposited in any month to the credit of any of the Accounts or Funds mentioned in (a) to (c), inclusive, above shall be less than the amount required to be deposited under the foregoing provisions, the requirement therefor shall nevertheless be cumulative and the amount of any deficiency in any month shall be added to the amount otherwise required to be deposited in each month thereafter until such time as all such deficiencies have been made up. To the extent there are deficiencies in the Bond Service Account or the Redemption Account one day prior to an interest payment date or principal payment date, the City shall cause to be transferred certain Designated Revenues to such Accounts as described above. The amounts required to be deposited in the Accounts mentioned in clauses (a), (b) and (c) above in any month may be reduced to the extent that all or a portion of the deposit required in any such month has theretofore been realized from the investment of moneys on deposit in any such Account. 11 90-0324 Reserve Account The Resolution requires that the Reserve Account be funded in an amount equal to the maximum Principal and Interest Requirements of the Outstanding Bonds issued under the provisions of the Resolution in the current or any subsequent Fiscal Year. The Resolution provides that in lieu, or in partial substitution, of a deposit of cash or securities to fund the Reserve Account, the City may deposit an irrevocable letter of credit, insurance policy, surety bond or other acceptable evidence of insurance (the "Reserve Account Credit Facility") in to the Reserve Account; provided that the issuer providing such Reserve Account Credit Facility shall be, in the case of a letter of credit, a banking association, bank or trust company or branch thereof, or, in the case of an insurance policy, surety bond or other acceptable evidence of insurance, a municipal bond insurer, in either case rated, at the time of and deposit into the Reserve Account, in any of the three highest rating categories of either Moody's Investors Service, Inc. or any successors thereto or Standard and Poor's Corporation or any successors thereto. If at any time the moneys held for the credit of the Reserve Account shall exceed the Reserve Account Requirement, such excess shall be withdrawn by the Fiscal Agent and deposited to the credit of the Revenue Fund; provided, however, that if such excess of moneys on deposit in the Reserve Account shall result from the substitution of a Reserve Account Credit Facility for moneys previously on deposit in the Reserve Account, such excess may, at the option of the City, be withdrawn by the Fiscal Agent and deposited to the credit of the General Reserve Fund. - In the event moneys, or a portion thereof, or the Reserve Account Credit Facility on deposit in the Reserve Account are used for any deficiency in the Bond Service Account of the Redemption Account, such moneys or the Reserve Account Credit Facility shall be replaced, in an amount equal to 1/12 of the deficiency created by such withdrawal until the deficiency is made up, first from moneys available in the Revenue Fund after all payments required pursuant to the Resolution and all required current applications and allocations to the Bond Service Account and the Redemption Account and then from Designated Revenues to the extent previously described herein. Moneys or the Reserve Account Credit Facility held for the credit of the Reserve Account shall first be used for the purpose of paying the interest on and the principal of the Bonds whenever and to the extent that the moneys held for the credit of the Bond Service Account and the General Reserve Fund shall be insufficient for such purpose and thereafter for the purpose of making deposits to the credit of the Redemption Account pursuant to the requirements of the Resolution whenever and to the extent that withdrawals from the Revenue Fund and the amount on deposit in the General Reserve Fund are insufficient for such purposes. If at any time the moneys held for the credit of the General Reserve Fund 12 90-0324 shall exceed $100,000, such excess may be withdrawn by the Fiscal Agent for use by the City for any )lawful purpose. Insurance (Copy to come]. ESTIMATED SOURCES AND APPLICATION OF FONDS Sourcesa Current Interest Bonds Par Amount $ O.I.D. on Current interest Bonds < > Capital Appreciation Bonds Par Amount Existing Debt Service Reserve 1985 Bond Service Account Accrued Interest TOTAL Uses: Deposit to Escrow Fund $ Debt Service Reserve Surety Premium Excess Proceeds Applied. to Defeasance Underwriters' Discount Costs of Issuance Insurance Premium Accrued Interest TOTAL THE FACILITY Description of the Facility The parking garage structure provides parking for 1,100 cars (40 percent compact, 60 percent full size). Contingent upon user demand, conversion to all compact spaces would increase capacity to 1,315 spaces. Construction of the Facility began in 1982 and the garage was opened in late 1983. The parking garage contains "at grade" parking plus six floors of on -structure parking. Stairs are located in the four corners of the structure, and elevators are located in the southeast and northwest corners. The Manager 13 90--0324 The City of Miami's Department of Off -Street Parking (the "Department") is under contract with the Casty to manage the Facility. In addition, the Department manages under separate management agreements, the operations of the Miami Convention Center Parking Garage for the City and the Bayside Parking Garage for the Bayside Center Limited Partnership. The Department consists of six parking garages, 58 lots, and on -street meters with a total capacity of 22,024 parking spaces, including the managed garages not owned by the Department. One hundred and twenty six full-time and thirty seven part-time persons are employed by the Department. [Copy to Come] The Area The Downtown Government Center (the "Center") is a 30-acre urban redevelopment project which includes governmental office space. The Center is serviced by the 637-space Metro -Dade garage which is approximately 98% full at this time and the 1,100-space City of Miami Government Center garage which is approximately 80% full at this time. The Center consists of City, County, and State agencies occupying in excess of 1.1 million square feet of office space with approximately 5,000 employees. Number of daily visitors to the Center, which also includes a library and two museums, is estimated to range between 5,000 and 8,000. FINANCIAL PERFORMANCE OF THE FACILITY The following table summarizes the operations of the facility since Fiscal Year 1986. 14 90--0324 i ii i I . I , , I I, HI l 1111.111 ml Ilo 1. A, II I I Ili i' . d ' h il.i I , III ' IN SUNARY OF OPMR270M OF T®C FACILITY ($ in Thousands) Actual Fiscal Fiscal Fiscal fiscal Six Months Year Year Year Year Rnded 1986 1987 1988 1989 03/31/90 Operating Revenues..........we..... $ 349 $ 443 $ 861 $ 660 $ Operating Expenses(a) .............. 243 336 289 443 Operating(Loss) Before Dep. ...... 406 107 572 217 Non Operating Income ................ 122 162 158 139 Operating Transfers In(b).......... . -1,041 968 596 856 Income, before Debt Service and Dep. Debt Service ................. 1.269 1i237 1.326 1.212 Debt Service Coverage ............... _1,20 1 1.199 1.175 1,153 1.06% 1.03% 1.13% 1.050 (a) Excludes annual depreciation charges approximating $160,000 (b) Represents transfer of Utilities Service tax on water and gas. GOVERNMENT CENTER PARKING GARAGE ANALYSIS Revenue for Fiscal Year 1989-90 is projected to be approximately $865,000. This represents approximately 1,265 monthly customers at the current $55.00 rate and approximately 80 transient customers per day with an average charge of $5.00. Revenues are expected to increase in the next five years by 5% annually. Operating expenses are anticipated to increase approximately 4% per year from the $426,473 budgeted in fiscal year 1990. TAX HATTERS The Internal Revenue Code of 1986, as amended (the "Code"), includes requirements which the City must continue to meet after the issuance of the Series 1990 Bonds in order that interest on the Series 1990 Bonds not be included in gross income for federal income tax purposes. The City's failure to meet these requirements may cause interest on the Series 1990 Bonds to be included in gross income for federal income tax purposes retroactive to their date of issuance. The City has covenanted in the Resolution to take the actions required by the Code in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Series 1990 Bonds. In the opinion of Co -Bond Counsel, assuming continuing compliance by the City with the tax covenants referred to above, under existing statutes, regulations, rulings and court decisions, interest on the Series 1990 Bonds is excluded from gross income for federal income tax purposes. Interest on the Series 1990 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, interest on the Series 1990 Bonds is taken into account in determining adjusted net book income (adjusted current earnings for taxable years beginning after 1989) for the purposes of computing the alternative minimum tax imposed on corporations. Co -Bond Counsel are further of the opinion that the Series 1990 Bonds and the interest thereon are exempt from taxation under the laws of the State of Florida, except as to estate taxes and taxes imposed by Chapter 220, Florida Statutes, as amended, on interest, income or profits on debt obligations owned by corporations, as defined therein. Except as described above, Co -Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or the disposition of the Series 1990 Bonds. Prospective purchasers of the Series 1990 Bonds should be aware that the ownership of the Series 1990 Bonds may result in other collateral federal tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry the Series 1990 Bonds or, in the case of a financial institution, that portion of the owner's interest expense allocable to 16 90-0324 interest on a Series 1990 Bond, (1i) the reduction of the loss reserve deduction for property and casualty insurance companies by 15 percent of certain items, including interest on the Series 1990 Bonds, (iii) for taxable years beginning before 1992, the inclusion of interest on the Series 1990 Bonds in "modified alternative minimum taxable income" for purposes of the environmental tax imposed on corporations, (iv) the inclusion of interest on the Series 1990 Bonds in the effectively connected earnings and profits (with adjustment) of United States branches of foreign corporations doing business in the United States for purposes of a branch profits tax, (v) the inclusion of interest on the Series 1990 Bonds in the passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year, and (vi) the inclusion in gross income of interest on the Series 1990 Bonds by recipients of certain Social Security and Railroad Retirement benefits. VERIFICATION OF MATHEMATICAL COMPUTATIONS The accuracy of the mathematical computations of the adequacy of the maturing principal amounts of direct obligations of, or obligations the principal of and interest on which are guaranteed by the United States of America and the interest earned on such obligations, together with moneys, if any, deposited with the Escrow Agent, to pay when due, the Series 1990 Bonds will be verified by Deloitte & Touche, independent certified public accountants. Such verification of the accuracy of the mathematical computations will be based upon information supplied by the City. UNDERWRITING Merrill Lynch Capital Markets, Carmona Ferrand Montes Securities Corporation and W.R. Lazard Laidlow & Mead, Incorporated (the "Underwriters") have agreed to purchase the Series 1990 Bonds under a Bond Purchase Agreement at a discount equal to $ (_ % of the principal amount of the Series 1990 Bonds). The Underwriter is committed to take and pay for all of the Series 1990 Bonds if any are taken. The Series 1990 Bonds are being offered for sale to the public at the price shown on the cover of this Official Statement. The Bond purchase Agreement provides that the obligations of the Underwriter are subject to certain conditions, including, among other things, that (a) there has been no material change in the condition of the City from that set forth herein, (b) no event has occurred which impairs or threatens to impair the status of the interest on the Series 1990 Bonds as excluded from gross income for federal income taxation purposes, and (c) proceedings relating to the Series 1990 Bonds are not pending or threatened by the Securities and Exchange Commission. 17 90-Q324 LITIGATION There is not now pending any litigation restraining or enjoining the issuance or delivery of the Series 1990 Bonds or the levy or collection of parking revenues and utility services taxes to pay the principal of or the interest on the Series 1990 Bonds, or questioning the proceedings or authorization under which the Series 1990 Bonds are to be issued, or affecting the validity of the 1990 Bonds. The City's existing litigation is routine litigation incidental to the conduct of its activities as a municipality and, in the opinion of the City Attorney, any such pending litigation which represents potential liability for the City will not have a material of feet on its ownership or operation of the Facility or the ability of the City to pay the principal of or interest on the Series 1990 Bonds. RATINGS In connection with the sale of the Series 1990 Bonds, the City [expects to receive] [has received] a commitment from for a policy of insurance guaranteeing the timely repayment of principal and interest on the Bonds. The City intends to purchase such insurance policy from which will be issued at the time of delivery of the Bonds. Moody's Investors Service, Inc. and Standard & Poor's Corporation (the "Rating Agencies") rate all new issues insured by "�" and " " respectively. An explanation of the significance of the rating may be obtained from the Rating Agencies. The ratings reflect only the respective views of the Rating Agencies and the City makes no representation as to the appropriateness of the ratings. There is no assurance that the ratings assigned will continue for any given period of time or that they will not be changed, suspended or withdrawn by either of the Mating Agencies. Any change, suspension or withdrawal of the ratings may have an effect on the market price of the Bonds. FINANCIAL ADVISORS The City will utilize the services of Raymond James and Associates, Inc., St. Petersburg, Florida, and Howard Gary & Company, Miami, Florida, as independent financial advisors to the City in connection with the issuance, sale and delivery of the Series 1990 Bonds. APPROVAL OF LEGAL PROCEEDINGS Legal matters incident to the authorization, delivery and sale of the Series 1990 Bonds, and with regard to the tax status thereof under existing laws, regulations, rulings and judicial decisions, are subject to the unqualified approving opinion of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., and McCrary Self & Dove, Co -Bond Counsel. The form of such opinion is attached hereto as Appendix C. W, 9Q--0324 L� Certain legal matters will be passed on for the City by Jorge L. Fernandez, City Attorney, and for the Underwriters by Matzner, Ziskind, Kosnitzky & Jaffee P.A., and Barnes, Darby & McGhee. CLOSING CERTIFICATE Concurrently with the delivery of the Bonds, the City Manager and the Director of Finance will furnish their certificate to the effect that, to the best of their knowledge, this Official Statement, as of its date and as of the date of delivery of the Bonds, did not and does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. APPROVAL AND OFFERING STATEMENT The references, excerpts and summaries of all documents referred to herein do not purport to be complete statements of the provisions of such documents, and reference is directed to all such documents for full and complete statements of all matters of fact relating to the Bonds, the security for the payment of the Bonds and the rights and obligations of the holders thereof. Copies of such documents may be obtained from the City's Director of Finance at 3006 Aviation Avenue, Miami, Florida 33133, telephone number (305) 579-6350, or from the Financial Advisors Raymond James and Associates, Inc., Public Finance Department, 880 Carillon Parkway, St. Petersburg, Florida 33176, telephone number (813) 573-8189, and Howard Gary & Company, 3050 Biscayne Boulevard, Suite 603, Miami, Florida 33137, telephone number (305) 571-1380. The information contained in this Official Statement has been compiled from official and other sources deemed to be reliable, and is believed to be correct as of this date, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Financial Advisors or the Underwriters. `1 Any statement made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the of fairs of the City of Miami since the date hereof. 19 90-0324 APPENDIX A DESCRIPTION OF THE CITY Geography 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 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, ,p trade winds and other local climatic factors. Its average yearly temperature is 75.512F. Summer temperatures average 81.4°F and winter temperatures average 69=10F. Rainfall comes most fre- quently between the months of May and September, with June the _. heaviest, averaging nine inches. Population The U.S. Bureau- of Census estimated the population of the City at: 346,865 as of April 1, 1980. The 1988 population of the City has been estimated to be 369,007 by the State of Florida Division of Population Studies, Bureau of Business and Economic Research, University of Florida. During 1980, the City population increased by 50,000 to approximately 400,000, due to a large influx of Cuban and Haitian refugees. Some of these people have subsequently relocated to other jurisdictions. The 1988 population of 369,007 provided by the State of Florida is being challenged by the City. According to City estimates, the 1988 population is approximately 380,000 and is expected to increase to 400,000 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 90--0324 fa 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 the Off -Street Parking Board and the Downtown Development Author- ity are appointed by the respective bodies and ratified by the Commission. City elections are held in November every two years on a non -partisan basis. At each of these elections a Mayor is elected for a two-year term. In November, 1988 the voters of the City approved extending the term of Mayor from two years to four years. Candidates for Mayor must run as such and not for the Commission in general. At each election two members of the Com- mission are elected for four-year terms. Thus, the City Commis- sioners' terms are staggered so that there are always at least two experienced members on the Commission. The City Manager serves as the administrative head of the municipal government, charged with the responsibility of managing the City's financial operations and organizing and directing the administrative infrastructure. The City Manager also retains full authority in the appointment and supervision of department directors, preparation of the City's annual budget and initiation of investigative procedures. In addition, the City Manager takes appropriate action on all administrative matters. Mayor and City Commissioners Xavier L. Suarez was elected Mayor in November, 1985 and reelected in 1987 for respective two-year terms. 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. He is currently a partner in the Miami law firm of Tew, Jorden, Schulte & Beasley. Mayor Suarez has actively served the Miami community for a number of years through participation on numerous advisory boards and committees. Victor H. De Yurre was elected Commissioner in November, 1987 for a four-year term and Vice Mayor by the Commission in November, 1988 for a one-year term. Vice Mayor 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. Vice Mayor. De Yurre has his own legal practice and has served on numerous advisory boards and committees in the Miami area. A-2 e Y 3 y 90--0324 —pia — Miller J. Dawkins was elected Commissioner in November, 1981 and reelected in 1985 for a four-year term. Commissioner. Dawkins is a graduate of Florida Memorial College and holds a Master of Science degree from the University of Northern Colorado. Commis- sioner Dawkins has been employed for over 17 years at Miami Dade Community College. Rosario A. Kennedy was elected Commissioner in November, 1985 for a four-year term, becoming the first Hispanic woman ever elected to the Commission. Commissioner Kennedy is a Vice Pres- ident of Terremark, Inc., a Miami real estate development and investment firm. Commissioner Kennedy has served on numerous business, civic and community boards, in leadership and member- ship capacities in the Miami area. J.L. Plummer, Jr., was appointed a Commissioner in October, 1970 and was elected Commissioner in November, 1971, and reelected in 1975, 1979, 1983 and 1987 for four-year terms. Com- missioner Plummer is a graduate.of Miami Senior High School and the Cincinnati College of Mortuary Science. He is Chairman of the Board of Ahern -Plummer Funeral Homes, Miami, Florida. 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. His responsibilities extended over the functions of parks and recreation, building and vehicle maintenance, and public facilities. During the Mariel Boatlift in 1980, he was appointed to the President's Task Force on Refugee Affairs. Mr. Odio has a Bachelor of Science degree in 1-iblic Administration from Florida Memorial College, Miami, Florida and majored in Business Administration at the University of Santo Tomas de Vil.lanova, Havana, Cuba. Carlos E. Garcia, Director of Finance since June 1980, joined the City in November, 1976 as Assistant Finance Direc- tor. He 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. He is licensed as a CPA in the State of Florida and is a member of the American and Florida institutes of CPA's and of the Government Finance Officers' Association of the United States arl Canada. Jorge L. Fernandez, the City Attorney for the City of Miami, Florida, has been a member of the City Attorney's Office since 1982. Mr. Fernandez graduated from Calvin College with a degree A-3 90►- 0324 in History and Education and received a Masters Degree in Admin- istration and Supervision from Florida International Univer- sity. He received his J.D. degree from Wayne State University School of Law and is active in several professional and community organizations including the Florida Bar Local Government Law Section, the American Bar Association's Urban, State and Local Government Law Section, the National Institute of Municipal Law Officers, the Dade County Bar Association and the Cuban American Bar Association. Matty Hirai was appointed City Clerk on September 1, 1985. She was the City's Assistant City Clerk from September, 1976 to August, 1985. She is a graduate of Edison High School and has completed college courses at Pasadena City College, University of California at Los Angeles, and Hunter College, New York. She attended specialized courses at Syracuse University and obtained the three -wear Certified Municipal Clerk Certificate extended by that University. 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. Those 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 enforce- ment services. The Police Department provides a full range of police serv- ices and presently has a uniformed force of 1,047 and a full- time, permanent civilian component of 351. The Fire Department is rated as Class I and provides a full range of fire protection and emergency services as well as providing a full range of medi- cal and rescue services. The City provides garbage and trash pickup and enforces sanitation requirements. Disposal of trash and garbage is per- formed by the County under contract with the City. The Depart- ment of Public Works maintains certain streets and sidewalks and _ -'1 manages construction of sewers and other capital facilities required by the City. The State of Florida and the County are t 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 assoc- �_ iated with these facilities. A-4 90--0324 Regional Government Services Th.e following information and data concerning the County describe the regional government services the County provides for residents of the County, 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 stan- dards set by the Board of County Commissioners of the County (the "County Commission"), or (2) with the consent of the governing body of the City. Since its inception, the County government has assumed responsibility for a number of functions, including 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; 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 Eire department; 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 a County -wide water and sewer system; the coordination of the various surface transporta- tion 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 func- tions; furnishing of data to municipalities, the Hoard of Public Instruction and several state agencies for the purpose of budget preparation and for their respective governmental operations; collection by the County Tax Collector of all taxes and distribu- tion 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 area to accommo- date and foster this 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 a $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 air- port expressway, a cargo tunnel and the Cargo Clearance Center which will centralize the operations of all cargo related federal agencies. 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 protects represent an estimated investment of public and private funds in excess of $2.4 billion. Bayside The Rouse Company, a leading builder of specialty marketpla- ces 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 sq. ft. of new 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 and a surface lot. 90--0;324 Bayfront Park Bayfront Park, adjacent to the Sayside project area, is currently being redeveloped at a total project cost of $ 2 0 million. More than fifty percent 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 and 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. It is estimated that over $1.0 billion in private investment will occur during the next 20 years. Phase I develop- ment is underway, with 1,139 units anticipated to be under con- struction by the end of 1989. Public infrastructure work, including utilities, street improvements and pedestrian ameni- ties, is now being designed for implementation in conjunction with the private development. Total public investment in Phase I Redevelopment is over $45 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 and the University c.' Miami Hurricanes. This 300,OOn square feet multi -purpose facility, completed in 1988 at a total cost of $52 million, accommodates up to 1.5,600 spectators. A-7 9Q-Q324 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 area to expand by attracting to the area many national and inter- national firms doing business in Latin America. In Greater Miami, over 100 international corporations have set up hemis- pheric operations. Among them are such corporations as Dow Chem- ical, Gulf Oil Corporation, Owens-Corning Fiberglass Corporation, American Hospital Supply, Coca-Cola Interameriean Corporation, Ocean Chemicals, Inc., a subsidiary of Rohm & Haas 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, and 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 ;calf of the occupied space with storage companies occupying an additional 35 percent of the City's industrial space. Trans- portation and service companies occupy the bulk of the remaining 15% of the City's industrial space. The Industrial Development Authorit reports that approximately two-thirds of trial firms own their facilities. There -' trial parks in Greater Miami. y (IDA) of Dade County Greater Miami's indus- are currently 37 indus- 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. Roughly 30,000 jobs are provided by nearly 500 manufacturers. Florida apparel firms, most of which are centered in the Miami area, shipped $849 million of merchandise in 1980, a 56 percent increase over 1970 figures. South Florida is one of the fastest growing interior design centers in the nation. Over 190 design -related businesses pro- vide 5,600 ancillary jobs and generate $350 million into the local economy. More than $20 million in new construction oas taken place in the past five years at the Miami Design Plaza, located on 38 acres within a 14-block area in midtown Miami. It is anticipated that approximately $5 million more will be inves- ted in the district in the inunediate future. A-8 90-0324 Financial Institutions The County is growing as an international financial center with 41 foreign banks and 'ten representative offices operating in the community. Additionally, there are 29 Edge Act Banks that have moved to the Miami area. These include: Bank of Boston International South, Bankers Trust International, Banco de Santander -international, Chase Bank international, Citibank International, Irving Trust, American Express Bank International, Manufacturers Hanover International, and Morgan Guaranty International. The Federal Reserve Edge Act Amendment, adopted in 1979, permitted banks to open international banking subsid- iaries outside their home states. The Federal Reserve System has located a branch office in Dade County to assist the Atlanta office with financial transactions in the South Florida area. There are 69 local banks in Dade County which together have a total of approximately $26 billion in deposits. A ten year summary is presented below: Bank Deposits (1) Number of Year Banks Total Deposits 1988 .......... 69 $25,958,000,000 1987 .......... 73 23,042,378,000 1986 .......... 75 21,615,733,000 1985 .......... 76 21,770,028,000 1984 .......... 73 19,256,581,000 1983 .......... 70 16,158,326,000 1982 .......... 65 13,486,248,000 1981 .......... 65 9,234,540,000 1980 .......... 63 9,341,691,000 1979 .......... 71 7,982,108,000 Source: The F.D.I.C., Atlanta, Georgia. (1) The information presented is for the County as a whole, which includes the City. The figures include national and state chartered banks that are F.D.I.C. insured; state chartered non-insured banks are not included. A-9 c 90--0324 Tou r i. sm Greater Miami always has been a very attractive city for domestic and international tourists. Its climate and beaches draw many thousands of visitors throughout the year. Local government and private interests have cooperated in developing outstanding attractions and events which include power boat races at Miami Marine Stadium, the Orange Bowl Classic, the Seaquarium, Planet Ocean, Parrot Jungle, Monkey Jungle, the Orchid Jungle, dog and horse race tracks, Jai Alai, the Vizcaya Palace 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, International Folk Festival, Orange Bowl Marathon, Calle Ocho Open House, Carnaval Miami, Coconut Grove Art Festival, Kwanza and Goombay Festivals, Hispanic Heritage Week, Little River Oktoberfest and the Orange Bowl festival events.' Two 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 $240,000 in prize money in 1988. The Tamiami CART Grand Prix race has been held at the Florida International University campus in Greater Miami since 1985. During 1988, approximately 7.0 million out-of-state visitors stayed in over 53,559 hotel and motel rooms in Greater Miami. Many of these visitors participated in international trade activ- ities such as conventions and conferences. Tourists and visitors expended approximately $5.2 billion in Greater Miami in 1988, according to the estimates of the County. Medical Facilities The 40 hospitals located in Greater Miami offer virtually all general and highly specialized medical services. This pro- gressive and growing health care delivery system provides educa- tional opportunity for the health care professional and places Miami in the forefront of communities with comprehensive national and international 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 585 berthing facilities provided by City -owned marinas. Athletics for speu:-ator sports fans are held at the City - owned Orange Bowl Stadium, the Miami Arena, the Bobby Maduro A-10 90-0324 Baseball Stadium, the Marine Stadium and the Miami. Convention Center. 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 23 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 a wide range of subtropical nature settings unique only to South Florida in the continental U.S. Each park has a combination of facilities that are enjoyed year round. These facilities include but are not limited to: public swimming pools, tennis courts, handball courts, boat ramps, vita courses, picnic areas, lakes for swimming and boating, equestrian trails and baseball and softball fields. " The Greater Miami area's 22 public beaches 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 z 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 theatres draw plays and concerts from around the United States which appeal to all ages. Operas are performed by both amateurs and professionals. Resident dance companies offer a full calen- dar of events. Educational Institutions The public schools of the County provide educational facilities on primary and secondary levels. Public school enrollment, including both primary and secondary levels, since 1980 is as follows: A-11 90--0324 School Enrollment Public School System Dade County Year Miami Total 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 1980 ................ 35,093 226,576 Source: Dade County School Board. Over 70,000 students are enrolled in the following colleges and universities located within the area: Barry University Florida International University Florida Memorial College International Fine Arts College Miami Christian Colleae Miami -Dade Community College St. Thomas University University of Miami Film Industry Film Production in South Florida is third in national rank- ing (behind New York and Los Angeles), according to figures released by the State's Department of Commerce, Motion Picture and Television Bureau. State and local officials estimate that between 50 to 60 percent of Florida's film business is conducted in South Florida (Dade and Broward Counties. The 1988 film production totals for Florida were g256 million, of which $155 million was spent in South Florida. 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 A-12 9Q--0324 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 this country. Export More than fifty-five percent of Florida's foreign trade, which according to the U.S. Commerce Department's 1988 figures totalled in excess of $27.5 billion, flows through the ports of the City. Further stimulation in the investment climate has resulted from the implementation of the 12 year Caribbean Basin Initiative program, designed to boost the economies of 27 countries of Cen- tral 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 consulates located in the Greater Miami area. These trade offices include those established by Belgium, Chile, Colombia, the Dominican Republic, Guatemala, Hong Kong, Jamaica, Korea, Panama, Spain and the Philippines. 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 ranks 9th in the nation and llth in the world in the number of passengers using its facilities. It ranks 4th in the nation and 7th in the world in the movement 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 ware- house and office space, and maintenance sloops. Approximately 30,000 individuals are employed at the airport. In 1988 the Airport served 24.3 million passengers and handled 1.4 billion rounds of cargo. Previous years statistics are presented.below: A-13 90--032`! Year Passengers (000s_ cargo (000's lbs.1 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 1980 ..... 20,507 1,130,800 1979 ..... 19,628 1,066,313 Source: Dade County Aviation Department. Port of Miami The Port of Miami is owned by the County and is operated by the Dade County Seaport Department. From 1979 to 1988, the number of passengers sailing from the Port increased from 1,350,332 to 2,502,411, an increase of 85%. This increased growth highlights the Port's emergence as the world's leading cruise ship port. The Port of Miami specializes in unitized trailer and con- tainer cargo handling concepts. The most effective use of equip- ment and the Port's convenient location combine to make the Port the nation's leading export port to the Western Hemisphere. From 1979 to 1988 the total cargo handled increased from approximately 2.3 million tons to over 2.6 million tons, an increase of 14%. A summary of the growth in revenues, passengers and cargo for previous years is presented below: Year Revenues Passengers Cargo (Tonnage) 1988 ..... $26,489,275 2,502,411 2,602,556 1987 ..... 19,933,917 2,633,041 2,425,937 1986 ..... 17,973,522 2,520,511 2,406,084 1985 ..... 17,135,048 2,326,685 2,333,026 1984 ..... 15,943,548 2,217,065 2,287,281 1983 ..... 14,201,008 2,002,654 2,305,645 1982 ..... 12,949,687 1,760,255 2,665,921 1981 ..... 12,468,522 1,567,709 2,757,374 1980 ..... 12,056,896 1,459,144 2,485,791 1979 ..... 8,110,840 1,350,332 2,291,382 Source: Dade County Seaport Department. A-14 90-- 0324 Demographic Data The following table indicates the distribution by age groups among the population of residents of the City and of the County. Age Group as a Percentage of Total Population 1980 Age Group 6-19....... 20-34....... 35-59....... 60-75....... Miami bade Number _ Percentage Number Percentage 23,459 7% 113,544 7% 61,826 17 330,738 20 75,919 22 374,276 23 106,569 31 471,351 29 55,924 16 230,136 14 23,168 7 105,736 7 346,865 100% 1,625,781 1000 Source: 1980 U.S. Census of Population and Housing. Retail Sales Although the City contains 22 percent of the population of the County, almost half of the dollar value of sales transactions for the County are reported in the City. The following table presents five years of taxable sales information for the City and the County. Taxable Sales ($ in thousands) Fiscal Year 1988(1) 1987(1) 1986 1985 1984 Miami ............. $ 8,708,334 $ 6,686,603 $ 6,400,652 $ 5,900,000 $ 5,438,000 Dade County....... $18,401,045 $15,860,503 $14,556,903 $13,500,000 $12,223,000 Miami/Dade........ 47% 43% 44% 45% 45% Source: Department of Revenue; State of Florida. (1) In.ludes amounts received from the State of Florida tax -n the sale of professional services which became effective in JuLy, 1987 and was repealed in December, 1987. A-15 9a-0324 Housing The U.S. Census figures far 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. 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 Miami Percentage Dade Percentage 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........ 1,684 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. Occupied Housing by Tenure 1970 Percentage 1980 Percentage Owner Occupied........... 43,158 36% 45,738 340 Renter Occupied.......... 77,235 64 88,308 66 Total ................ 120,393 100% 134,046 1000 Source: 1970 and 1980 U.S. Census of the Population and Housing. A-17 90-0324 Building Permits The dollar value of building permits issued in the City and in the unincorporated areas of the County since 1979 is as follows: Building Permits Issued ($ in thousands) City of Unincorporated Year Miami Dade County A88.................... $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 1980. ................. 350,054 1,020,840 1979.................... 201,667 963,144 Source: City of Miami Department of Building and Zoning and Dade County Department of Building and Zoning. New residential construction in the City since 1979 has been estimated as follows: Number of Year Units 1988............... 21.2 1987............... 1,425 1986............... 801 1985............... 603 1984............... 1,018 1983............... 661 1982............... 1,753 1981............... 3,164 1980............... 2,188 1979............... 11995 Source: City of Miami Department of Building and Zoning. ROW s FINANCIAL SECTION } General Purpose Financial StAtementrs Combined Balance Sheet —All Fund -Types I 20-21 and Account Groups.... .. ...... ... .... Combined Statement of Revenues. Expenditures and Changes in Fund Balances --All Governmental Fund II 23 Types and Expendable Trust Funds .. ........ .... Combined Statement of Revenues, Expenditures and Changes in Fund Balances —Budget and Actual. —General Fund, Special Revenue Funds III 24-25 and Debt Service Funds .......... ........................ ........ Combined Statement of Revenues. Expenses and Changes in Fund Equity ---All Proprietary Fund 'Types and Pension Trust Funds .... ... IV 26 2 Combined Statement of Changes in �4 Financial Positron —All Fund Types Proprietary Funds V 27 and Pension Trust ........................ .................... Dotes to Financial Statements ........... 28-55 Supplemental Combining and Individual Fund Statements and Schedules General Fund: Comparative Balance Sheet ................ . Schedule of Revenues. Expenditures and Changes in f= Fund Balance ---Budget and Actual —Budgetary Basis ...................... A-2 62-63 �8 special Revenue Funds: Combining Balance Sheet ............................................... B-1 68-69 Combining Statement of Revenues. Expenditures and r.t Changes in Fund Balances ......................... ................. B-2 70-71 41 Combining Statement of Revenues, Expenditures and Changes in Fund Balances --Budget and ,Jq Actual --Budgetary Bans —Miami Sports and Exhibition Authority, '# Downtown Development Authority, Rescue Services, 3 Community Development, Cable T.V., law Enforcement Fund, Metro Dade Tourist Tax, Storm Sewer Water Fund, and Public Service Tax Special Revenue Funds ............................ B-3 72-75 := Debt Service Funds: ICombining Balance Sheet ............................................... C•1 79 s ;$t Combining Statement of Revenues, Expenditures and s Changes in Fund Balances ............ ................................ C-2 81 Combining Statement of Revenues, Expenditures and Changes in Fund Balances --Budget and Actual ---General Obligation Bonds, and Other ' Special Obligation Bonds Debt Service Funds ............................. C-3 82-63 Capital Projects Funds: Combining Balance Sheet ......................................... ..... D-1 87 Combining Statement of Revenues, Expenditures and r; Changes in Fund Balances ........ ... . .. .. .. D-2 88 ;;; ; Enterprise Funds: Combining Balance Sheet ............. E-1 92-93 Combining Statement of Revenues, Expenses and Changes in Fund Equity ........................ ... ... .. .... E-2 94 Combining Statement of Changes in Financial Position .. ........ E-3 95 -'? Schedules of Operations —Budget and Actual ......................... E 4 96-99 Internal Service Funds: Combining Balance Sheet .................................... . ........ F-1 103 Combrnrn, Statement of Revenues, Expenses and Changes �n Fund Equity ... ................ ........ . F-2 104 ` Combining Statement of Changes in Financial Position .. o . ........... F-3 105 Schedules of Operations —Budget and Actual .......... F-4 106-107 Trust and Agency Funds: ' Combining Balance Sheet ............................ . Combining Statement of Revenues, Expenditures and Changes in Fund Balances —Expendable Trust Funds ... ........ G-2 1 1 2 Combining Statement of Revenues. Expenses and Changes in Fund Balances —Pension Trust Funds .. .... .. G-3 113 Comb Irnng Statement of Changes in Financial Position —Pension Trust Funds .. ........ Statement of Changes in Assets and Liabilities —Agency Funds ............................. G-5 15 fs 961-0:324 APPENDIX B FINANCIAL SECTION OF THE COMPREHENSIVE ANNUAL FINANCIAL REPORT OF THE CITY FOR THE FISCAL YEAR ENDED SEPT[MBER 30, 1489 FINANCIAL STATEMENTS ]7 90-03 4 THIS PAGE INTENTIONALLY LEFT BLANK 18 THIS PAGE INTENTIONALLY LEFT BLANK M 90- 0324 N O EXHIBIT 1 CITY OF MIAMI, FLORIDA D TYPE AND ACCOUNT GROUPS COMBINED BALANCE SHEET TEMBFU (in thousands) Proprietary Fund Fiduciary Totals Fund Types Account Groups (Memorandum 0#'M , Government&$ Fund Types Types _ General General Special Debt Capital Internal Service Trust and Fixed A'ssats lang•Termbt 1989 1988 Agency General Revenue Service Proiects Enterprise ASSETS AND OTHER DEBITS Assets Equity in pooled cash and investments INoies 21E) and 41 Other cash and investments jNote 41 Pension cash and investments, including accruV.d interest [Notes 2fFl and 41 Receivables, net (it allowance for doubtful accounts of $2 346 Taxes Accounts Assessment liens INote 2(C)) Proceeds from securities sold Pension members" contnbunons Due from other funds [Note 51 Due from other governments [Note tit Notes receivable inventories[ Note 21G►) Other assets Re5lncted cash and investments, includuu accrued interest (Notes 2(H). 4 and 8(GI[ Property. plant and equipment, nel [Notes 2(L) and 71 Bond issuance cosis.net [Note 21KII Other debris Amount available for debt service General Obligation bonds Special obligation bonds Subordinate Obligation Debt Amount available in Sell insurance Fund tut claims payable Amount to be provided to( retirement of general long-term debt General obligation bonds Special obligation bonds and loans Subordinate Obligalrwi Debt Accrued compensated absences Claims and other payables Total assets and other debris $ 7.226 $ 6,516 $ 5.464 $62,011 $ 1.524 $ 449 $4.612 2U.724 $ - - 2ri.'2t)H P) 8.'U - 2.422 ___. - 2.062 - - _ - 543.053 - - 543.05:i 3H8.ti 1 3 - 1.434 4 '.) 13 832 -- 602 - - 5 70 __ __ 10,622 1 Ot)Ei 2.6G7 3.357 - 158 3 3.90 - � 4.067 ', 23 - - 4.061 - - - 1.402 -- - 1,402 1 21+5 - _ 30 -- -_ 306 (� 1 _ 3.649 2,012 - -- 3.6 36 2.13ti - 1.21 1 72 =_ _ 13.316 6.32t) I %` 2 i ti,91 1 1,997 4.204 - 119 -- _ _ 125 1 2 1 -- 930 H48 123 80/125 197 42 - 1.99:3 - 1 - - - 75,683 36,,iH 1 - 1.808 8.093 33.413 28.946 3,423 - - - 15ti.314 13.516 -- 455,36) - -- 625.251 1,578 5)89' l t3 1.131 1.329 249 - - 1 690 1,61t) - - - _ - - 8.2 r.1 8.214 ' lEil 84 8.1 - -- _ 1.221 1.221 a In 195.8tit) 1`)5.8tit) ltili - 88.501 88.501 -- - $.tilit3 8.666 15.580 i5.SHO 13 2'.,? - - - - 46.127 46.121 1•i ,'itt_, �'�2(X).1)H2 $1`.3.115 $3t3�i.')43 $L1ti:�.338 £.) ',`35.•3U1 $lfi,fi(11 $19.3ti] $iH.'2lti 40 $`)!1._1 i "ini p r it I" i Ili )I "'t Mill rrll�I I� l Ill I 1. _�I-Ill... I 111 II 11� 4 1 w , : I I,. �h I)I III II - a II II I;Iu III . �I� '.:s�. �ww. :,w��.�.•�.�-w+,f.�...--.�..,.--....,...�...,.,...�...'...»._..�...,......... LIABILITIES Deficit In lxx,led cash and Invebimeuis Vouchers and accounts payable Payable for securities purchased Accrued expenses [Note 2(1)1 Due to other funds INoie 51 Due to other governments Deterred revenue Deposits Claims payable INotes 8 and 101 Matured bonds and interest payable 11181 Payable front restricted assets Construction contracts and other Accrued interest Current portion of bonds payable Revenue bonds payable — net of current portion 111 8) General obligation bonds payable INute 81 Subordinate obligation debt (Note 81 Special obligation bonds and loans (Note 81 Certificates of participation [Note 81 Deferred compensation plan liabilities (Note 2(N)1 Other payables N Total liabilities EQUITY AND OTHER CREDITS Contributed capital INoie 2(0)I Investment in General fixed assets Retained earnings (deficit) Reserved INotes 2(0) and 91 Unreserved Fund balances (Note 2(0)1 Reserved for Employee retirement plan tieneftis Encumbrances Debt service Miami Arena Unreserved INoie 2(0)1 Designated for hurricane loss Designated for claims payments Designated for subsequent year's expenditures and approved pill Undesignated Total retained earnings (d0wil)/fund balances Total equity and other credits Total liabilities, equity and oilier credits EXHIBIT I (continued) Governmental Fund T Types Proprietary Fund Types Fiduciary Fund Types Account Groups totals 1Memorandum 0nly) General Special Revenue Debt Service Capital Projects Enterprise Internal Service Trust and Agency General Fixed Assets General Lore — --- -- hat [5eb ] 989 3 98S $ -- 3,625 $ — 3,389 $ — $ 3,902 $ - 7,920 $ — 760 $ — 2.833 $ -- $ •1 ") 4,229 162 206 4.278 — 51 - 4 1 ,718 — 11J 896 -- — — — 15,580 H96 22.516 2.t,1)ki 1 /3 6,845 1,322 485 — — 13.316 1.i192 — 2,457 — 105 -- 3.715 370 -- 169 — - — — — 37t) 287 — -- 531 — - 1,002 — — 1.046 2.54!) 8._328 3,015 _729 — — 4,449 - -- — 2.000 — 41.519 •13.519 )8, 15.5 — — — 4,4.39 - 513 - - -- - -- 1.888 50 51:3 i 78 — — -- — 2.2W 1,915 — - — — 1,9J8 4.1 15 1.919 595 — - -- 84,644 -- — -- — 84,644 85 3:36 — 360 -- — - -- 8,750 8.750 8.75t) — — - - 42.929 — — — 96,715 139.644 88.i144 - - - - -- 1.515 - - - 7.575 11.140 - -- - 13 23 - 64 - 20,724 -- - 20,124 i ! 1 •# # --- -- - 5. /69 5.869 1 ;i lu 11,202 8,791 9,238 4.449 149,508 12,401 27,940 - 365.943 588.472 I i.18:) — — -- /4, / /8 9,462 — — — 84.240 7 ,'.5.1 ) 455.361 — 455.31i 1 _ i?8. /26 — — -- — - — --- — 4.188 (28,392) — (2,148) — — — — — -- 4.188 (30.540) 16 6/4 j30,828) - 819 — - - 9,a99 — - 541.519 — — 54 1.519 488. 1 /U - 19 9,133 5. 163 - - - - - 10.518 10,•#•19 - 1,209 - -- -- - - 14 -- - - 1,209 1 79:1 500 -- -. -- __ - 721 - --- 121 2 135/ - 4,486 2,258 7,084 -- 2!15 80,092 - — -- - - 82.3fi0 li•# 401 — — — 11.825 _ 5.305 10.f;10 9.988 9•1.9!)4 124,11)'i1 (2.148) 542.800 — — 637,265 51l.4,N 5.30Ei 10.570 — 9,988 _94 !:h4 E10 ! 74 7.31.1 5420H) 455.3fi 1 — 1.1 7ti,86ti i.i;8:1, / 14 $1f0)07 $19,361 $18.22(i $994"1 $/tit1U82 $19./l5 $5A).141) $#55.3fiI $3fi5.943 $t.7t3!i.33H $!,!1.1!,.491 See act.t)Illpailying IIt4w, ill lilt., Iltlaillt 1.11 Slrill!111e111] I r I I I^ I I 1. I I 'III III rl il�lll��'I I!I!I�lil' 11'I IlIj�91' III I!'I'I' q`1119� III, I ' III II I @ I if I' I' II' •III III I' � ��f III 1 III 'I I 'I I!! ) � � II �I�! I � S �� �• I II I I I II1l I I I I I!f I I I I C I III Il I "' I THIS PAGE INTENTIONALLY LEFT BLANK 22 EXHIBIT 11 CITY OF MIAMI, FLORIDA COMBINED STATEMF-14T OF REVENUES. EXPENDITURES, AND CHANGES IN FUNS? BALANCES ALL GOVERNMEf1 "AL FUND TYPES AND EXPENDABLE TRUST FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 1989 (in thousands) FI FunA ToWe Govemmwital Fund Types Types (Ma"WW Wdum Qnlyl General 5peci� Revernus Do" Cervite C Pr Eupsnda b1e Trust 1989 1 see Revenues. Taxes (Note 31 $1 1 1 ,558 $34, 789 $28,463 $ -- $ - $1 74,810 $165,831 Licenses and permits 6,330 - - - - 6,330 6,399 Intergovernmental 29,738 31,167 - 1,629 6.066 68.600 66.015 ►ntragovernmental .. 2,720 - - - 34.566 37.286 39,193 Charges for services.. 3,297 - - - - 3,297 1,648 Contributions from employees and retirees - - - - 3,337 3.337 1,604 Assessment lien collections - - 1,904 - - 1,904 2,403 Interest 1,822 1,257 1,268 5,694 538 10,579 10.312 Other 1,574 2,051 216 3,014 262 7,117 13.736 Total revenues 157,039 69.264 31.851 10,337 44.769 313,260 307,141 Exoenditures: Current: General government 19,513 - - - - 19,513 20.205 Public safety 118,808 2,694 - - - 121,502 114.162 Public improvements 11,523 - - - - 11,523 12,521 Culture and recreation 10,773 - - -- - 10.773 10,321 Grants and related expenditures - 24,823 - -- - 24.823 16,847 Contributions to pension funds (Note 121 - - - - 27,132 27,132 29,878 Insurance - - - - 1,806 1.806 1,961 Economic development - 1,551 - - - 1,551 1,673 Claim payments - - - - 14,461 14,461 9,355 Other 15,972 4,527 709 - 3,306 24,514 21,019 Debt service: Principal retirement (Note 81 169 - 1 1,410 - - 11,579 13.912 interest and fiscal charges 627 17,370 469 - 18,466 19,016 Capital outlay 5,769 - - 34.252 - 40,021 63.753 Total expenditures . 183,154 33,595 29,489 34,721 46,705 327,664 335,123 Excess (deficiency) of revenues over (under) expenditures . (26,1 15) 35,669 2,362 (24,384) (1,936) (14,404) (27,982) Other financing sources (uses): Operating transfers in.. 34,304 6,423 542 12,490 - 53,759 47,826 Operating transfers out ........... (15,633) (40,286) (2,449) (12,529) - (70,897) (73,213) Proceeds from debt issuance, net - --- 8,750 54,472 - 63,222 6.755 Repayment of subordinate note -- -- (8,750) - - (8,750) - Proceeds of refunding bonds, net ........ .. - - 21,694 - - 21.694 - Payment to refunded bond escrow agent .... - - (21.694) - - (21,6941 - Other ...... .. ........ 5,769 - - - - 5,769 - Total other financing sources (uses) , . 24,440 (33,863) (1�907) 54,433 - 43,103 (18,632) Cumulative effect of accounting change ...... - - - - - (368) Excess (deficiency) of revenues and other financing sources over expenditures and other financing uses .... (1.675) 1.806 455 30.049 (1,936) 2.8,699 (46.982) Fund balances at beginning of year, as previously reported..... ... 6,980 8,764 9,533 74,389 3,157 102,823 149,805 Reclassification of loan (Note 8 (E)1 .... - - - (9,484) - (9,484) -- Fund balances at beginning of year, as r reclassified 6,980 8,764 9_533 64,905 3,157 93,339 149,805 Fund balances at end of year . $ 5,305 $10,570 $ 9,988 $94,954 $ 1,221 $122,038 $102.823 See accompanying notes to the financial statements 23 90---0324 CITY OF MIAM1, FLORIDA COMBINED STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES --BUDGET AND ACTUAL GENERAL FUND, SPECIAL REVENUE FUNDS AND DEBT SERVICE FUNDS YEAR ENDED SEPTEMBER 30, 1989 (in thousands) Revenues Taxes [Note 3) Licenses and permits Intergovernmental Intragovemmental Charges for services Assessment hen collections Interest Other Total revenues Expenditures General government Public safety Public improvements Culture and recreation Grants and related expenditures Economic development Other Debt service Principal retirement [Note 8) Interest and fiscal charges Capital outlay Total expenditures Excess (deficiency) of revenues over expenditures Other financing sources (usesl. Operating transfers in Operating transfers out Proceeds of refunding bonds, net Payment to refunded bond escrow agent Other Total other financing sources (uses) Excess (deficiency) of revenues and other financing sources over expenditures and other financing uses Fund balances at beginning of year _ 6,980 Fund balances at end of year $ 5,305 (1) Does not include funds for which budgets have not been adopted. See Note 2(d)(1) See accompanying notes to financial statements. 24 General Fund Encombnancaa 13aginninq Actual F asvorabls Actual o! Era! of Budgetary 1GAAP basis) Year Year Basin Budget (Unfavorable) 5111.558 $ — $— $111,558 $112,705 $0,147) 6.330 — — 6,330 8,091 (1.761) 29.738 — — 29.738 29,521 217 2.720 — — 2,720 2,451 269 3.297 — — 3,297 3.334 (37) 1.822 — — 1,822 1.790 32 1,574 — — 1,574 2,048 1474) 157,039 — — 157 039 159,940 2901) 19,513 240 201 19.474 20,013 539 118,808 98 153 118.863 120,018 1.155 11.523 424 51 11.150 12.106 956 10.773 54 41 10,760 10,854 94 15.972 346 373 15,999 16.607 608 169 — — 169 169 — 627 — — 627 514 1113) 5,769 — — 5.769 — 5,7691 183,154 1,162 819 182.811 180.281 (2.530) (26.115) 11.162) (819) (25,772) 120.341) (5,4311 34,304 — — 34,304 37,591 (3.287) 115.633) — — (15,633) (17.250) 1.617 5.769 -- — 5.769 — 5,769 24,440 — — 24,440 20,341 4,099 11,6751 $11.162! $(8191 $ 11.3321 $ — S(1.3Z'2i 90-0324 $freclal Rovenue(1) _ Oebt $ervlce(1) Variance Variance Favorable Fevorabie Budget Actual (Unfavwnbh) oudgot Actual (Unfovorablq) $ 35.084 $ 34.413 $ (671) $23.406 $ 23.591 $ 185 26.771 16,921 (9.850) — — — — — — 2.750 1.904 (846) 895 1.199 304 350 730 380 49 881 832 3 216 213 62.799 53,414 (9.385) 26.509 26.441 (681 5.933 2,694 3.239 — — — 18.002 7,576 10.426 -- - - 1.516 1,526 (10) — — — 1.688 1,742 (54) 287 425 11381 -- — — 11.410 11,410 - - — — 14,812 13,954 858 27.139 13.538 13.601 26.509 25.789 _ 720 35.660 39,876 4,216 — 652 652 1,365 2,254 889 — — — (37,025) 139,783) (2,758) — (20) (20) — -- — — 21,694 21.694 — -- — — (21.694) 12l.694) (35,660) (37.529) (1,869) — (20) (20) $ — 2,347 $ 2,347 $ — 632 $ 632 6,270 1.313 $ 8.617 $ 1,945 25 90--0324 CITY OF MIAMI, FLORIDA COMBINED STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND EQUITY ALL PROPRIETARY FUND TYPES AND PENSION TRUST FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 1989 (in thousands) Operating revenues: Charges for services Contributions from employers (Note 121 Contributions from employees and retirees (Note 121. . Realized gain (loss) on sale of investments Interest and dividends . Total operating revenues Operating expenses: Personai services Contractual services . Materials and supplies Benefit payments Refunds Utilities Intragovernmentai charges Other . Total operating expenses Operating income (loss) before depreciation expense Depreciation expense Operating income (loss) Non -operating revenues (expenses): Interest income Interest and fiscal charges. . . Other Net non -operating revenue (expenses) Income (loss) before operating transfers Operating transfers in Operating transfers out ... ... . Net operating transfers Income (loss) before extraordinary item ..... Extraordinary item -loss on debt refinancing ....... . Net income (loss) ... . Retained earnings (deficit) at beginning of year, as previously reported. ......... . Reciassificaiton of loan Retained earnings (deficit) at beginning of year, as EXHIBIT Ill Fiduciary Totals Proprietary Fund Types Fund Types (Memorandum Only) internal Pension Enterprise Service Trust 1989 1988 $ 42,674 $15,587 $ - $ 58,261 $ 51,001 - - 22,267 22,267 23,616 --- - 13,521 13.521 12,960 - - 17,630 17,630 (4,532) - - 32,114 32,114 28,039 42,674 15,587 85.532 143,793 111.084 30,216 9.477 1,649 41,342 40,540 5,630 1 , i 23 - 6.753 7,277 405 3,171 - 3,576 3,383 - - 29,017 29,017 27,535 - - 2,040 2,040 2,098 1,172 1,864 -- 3,036 2,853 3,279 - - 3,279 3,614 12,506 141 25 12.672 11,639 53.208 15,776 32.731 101,715 98.939 (10.534) (189) 52,801 42.078 12,145 5,003 3.760 - 8,763 7.790 (15,537) (3.949) 52,801 33,315 4,355 1,359 495 - 1,814 3,238 (8,4331 (763) - (9,196) (7,564) 2,669 (201) 8 2,476 (262) (4,405) (509) 8 (4,906) (4,588) (19,942) (4,458) 52,809 28.409 (233) 18,633 4,599 - 23,232 28,158 (5,334) (760) -- (6,094) (2,771) 13,299 3,839 - 17,138 25,387 (6,643) (619) 52,809 45,547 25.154 - - - - (6,940) (6,643) (619) 52,809 45.547 18,214 (12,625) (1,529) 488,770 474,616 456,402 (4,936) - - (4,936) - reclassified ................. . . . (17,561) (1,529) 488.770 Retained earnings (deficit) at end of year ........... (24,204) (2,148) 541,579 Contributed capital at beginning of year ............ 68,097 9,452 -- Contributions from other governments ......... 976 - -- Contributions from other funds ................ 5,705 10 -- Zontributed capital at end of year ... .. .... 74,778 9,w62 Total fund equity.. $ 50.574 $ 7,314 $541,579 See accompanying notes to financial statements. 26 469,680 515.227 77,549 976 5,715 84,240 $599.467 456,402 474,616 73,772 370 3,407 77,549 $552.165 90-0324 CITY OF MIAM1, FLORIDA COMBINED STATEMENT OF CHANGES IN FINANCIAL POSITION ALL PROPRIETARY FUND TYPES AND PENSION TRUST FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 1989 (in thousands) Working capital provided by Operations. Income (loss) before extraordinary item . . Items not requiring current outlays of working capital Deprec+at+on, amortization and bond accretion . Loss on dispositions of property, plant and equipment Total provided by operations before extraordinary item Extraordinary item -loss on debt refinancing Total provided by operations Other - Decrease (increase) in restricted accounts - Conmbutions and equity transfers, net Proceeds from long term debt. Increases in other liabilities Total . Working capital appl;ed to'. Additions of property, plant and equipment. Reduction of debt . Decrease in bond discount (Increase) decrease in other liabilities Increase Idecrease) in other assets, net Total Increase in working capital Summary of increases (decreases) in working capital: Cash and investments Pension investments Accounts receivable, net Due from other funds Due from other governments ... Inventories... Prepaid expenses .. . .. ... .... ..... . Accounts payable and accrued expenses .... Due to other funds . Deposits refundable .... .. ... ..... . Payable for securities purchased Deferred revenue Current portion of cenificate of participation Increase in working capital . . EXHIBIT u Proprietary Fund Fiduciary Totals r Types _ Fund Types (Memorandum Only) intamal Pension Enterl3dae 8ervtce Trust 1989 1988 $ (6,643) $ (619) $52,809 $ 45,547 $ 25,154 6,326 3.8d 1 - 10,167 8.492 526 470 - 996 1.069 209 3,692 52.809 56,710 34,715 - _ -- - _ - (6,940) 209 3. 6 22 52.809 56,710 27.775 (14.544) 1,368 - (13,176) 3, 162 6,684 10 - 6,694 3,777 25,727 - - 25,727 68,771 - - - - 194 18,076 5,070 52,809 75,955 103,679 16,452 2.164 - 18.616 19,731 860 1.915 - 2.775 62,830 (76) - - (761 (336) 139 - - 139 - 495 - - 495 (724) _ 17,870 4,079 - 21,949 81,501 $ 206 $ 991 $52,809 $ 54.006 $ 22,178 $ 3,056 $ 161 - 3.217 S (3,719) - - 54,440 54,440 29,429 1,943 - 182 2,125 (1,964) 2,417 1,211 (855) 2.773 (297) 18 64 - - 82 174 873 - - 873 (352) (3,212) 542 (2,068) (4,738) (1.602) (4,720) (1:322) -- (6,042) (2,241) (181) - - (181) 340 - - 1,110 1,110 2.675 12 - - 12 (335) - 335 - 335 70 $ 206 $ 991 $52.809 $ 54,006 $ 22,178 See accompanying notes to financial statements. 27 90-0324 CITY OF MIAMI, FLORIDA NOTES TO FINANCIAL STATEMENTS 1. GENERAL DESCRIPTION The City of Miami, (the ''City '), in the County of Dade, was incorporated in 1896. and comprises approximately 34 square miles of land and 20 square miles of water. The City operates under the Commission/City Manager form of gov- ernment and provides the following services public safety, public works, solid waste, parks and recreation, public facili- ties, planning, zoning, housing, and community develop- ment. Dade County (the "County'') is a separate govern- mental entity and its financial statements are not included in this report The Florida Legislature, in 1955, approved and submitted to a general election, a constitutional amendment designed to give a new form of government to the County. The Coun- ty is. in effect, a municipality with governmental powers ef- fective over twenty-seven cities and unincorporated areas, including the City of Miami It has not displaced nor re- piaced the cities' powers. but supplements them The County can take over particular activities of the City's opera- tions (1 ) if the services fall below certain minimum stan- dards set by the County Commission, or (2) with the con- sent of the governing body of the City Since inception, the Metropolitan County Government has assumed responsibility on a county -wide service basis for a number of functions. including county -wide police services, complementing the municipal police service; a uniform sys- tem of fire protection, complementing the municipal fire protection, a consolidated two-tier court system,. a consoli- dated water and sewer service; the coordination of the vari- ous surface transportation programs; the instatlation of a central traffic control computer system; the merging of all public transportation systems into a county system, effect- ing a combined public library system and centralization of the property appraiser and tax collector functions. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND REPORTING PRACTICES The financial statements of the City have been prepared in accordance vvith generally accepted accounting principles ("GAAP") as applied to governmental units. The Govern- mental Accounting Standards Board ("GASB") is the stan- dard -setting body for governmental accounting and financial reporting. The more significant of the City's accounting poli- cies are described below. A. Financial Reporting Entity For financial reporting purposes, the City includes those funds, account groups, agencies, boards. commissions and authorities that are generally controlled by or dependent on the City. Control by or dependence on the City is deter- mined on the basis of such factors as budget adoption, tax- ing authority, outstanding debt secured by revenues or gen- eral obligations of the City, obligation of the City to finance 28 any deficits that may occur or receipt of significant subsidies from the City The following is a brief review of each of the potential component units addressed in defining the reoort- ing entity for the City. (1) Included within the entity DOWNTOWN DEVELOPMENT AUTHORITY ("DDA")—The DDA is governed by a board approved by the City Commission The Commission must ap- prove the miilage levied on the special taxing district es- tablished to fund DDA. The DDA has been included within the reporting entity as a special revenue fund since its inception. MIAMI SPORTS AND EXHIBITION AUTHORITY ("MSEA")—The MSEA was created to promote the development of sports, convention and exhibition facili- ties within the City using the City's portion of the 3110 Convention Development Tax. The City Commission must approve the MSEA's board membership and oo- eratsng budget. The various funds of the MSEA have been included in the reporting entity since its ,nceotion in 1983. DEPARTMENT OF OFF-STREET PARKING ("DOSP")—The DOSP is an agency and instrumentali- ty of the City, which owns and operates parking facili- ties within the City The City Commission has reserved the right to confirm new members of the Off -Street Parking Board, to establish and fix rates and charges for parking services, to approve the DOSP operating bud- get and to authorize the issuance of revenue bonds. The DOSP is included in the reporting entity as an en- terprise fund. The City has also authorized the Off -Street Parking Board to administer the operations of the Maurice Gus - man Cultural Center and the Olympia Budding, which are properties owned by the City. Such operations are separately accounted for within the reporting entity under the title of the "G&O Enterpnse Fund". In the event that operating revenues of the G&O Enterprise are not sufficient to cover operating expenses, the DOSP or the City will provide any necessary cash re- quirement subject to authorization by the City Commis- slon. CITY OF MIAMI FIRE FIGHTERS' AND POLICE OF- FICERS" RETIREMENT TRUST ("FIPO") and CITY OF MIAMI GENERAL EMPLOYEES' AND SANITATION EMPLOYEES' RETIREMENT TRUST ("GESE"I—Both FIPO and GESE are essentially single -employer public employee retirement systems under the administration and management of separate Boards of Trustees and are included in the reporting entity as pennon trust funds. 90-0 324 City of Miami, Florida Dotes to Financial Statements (2) Excluded from the entity MIAMI CAPITAL DEVELOPMENT, INC. (" MCDI")— MCDI is a non-profit corporation which facilitates busi- ness development within the City under a delegate agency agreement with the City by providing financial assistance to entrepreneurs and thus fosters Citywide and neighborhood economic development. MCDI's scope of services is not limited solely to the City limits and the City Commission has limited ability to influence operations or the appointment of MCDI's board of di- rectors, representing principally the private business and financial community HEALTH FACILITIES AUTHORITY ("HFA")—The HFA is an agency established under State Statute to issue revenue bonds. Such debt is not an obligation of the City. The HFA has no significant operations other than the issuance of such debt. MIAMI POLICE AND FIRE FIGHTERS' RELIEF AND PENSION FUNDS —These money -purchase benefit plans, established under Florida State Statutes Sec- tions 175 and 185, are funded solely by certain excise taxes collected by the State of Florida. The City has no financial oversight responsibility for these plans, nor are plan benefits financially integrated with those provided under the City's FIPO Trust. Boards of Trustees are in- dependent of the City Commission (See Note 12(f)). B. Basis of Presentation The financial transactions of the City are recorded in individ- ual funds and account groups. Each is accounted for by providing a separate set of self -balancing accounts that compose its assets. ►!abilities, reserves, fund equity, reve- nues and expenditures or expenses. The vanous funds and account groups are reported by generic classification within the financial statements. The following fund types and account groups are used by the City'. Governmental Funds Governmental funds are those through which most govern- mental functions of the City are financed. The acquisition, use and balances of the City's expendable financial re- sources and the related current liabilities (except those ac- counted for in propneta.y funds) are accounted for through governmental funds. The measurement focus is upon deter- mination of financial position and changes in financial posi- tion, rather than upon net income determination. The fol- lowing are the City's governmental fund types: General Fund --The General fund is the general operating fund. It is used to accoi int for all financial resources except those required to be accounted for in another fund. Special Revenue Funds --Special revenue funds are used to account for the proceeds of specific revenue sources 29 (other than expendable trusts or major capital orojects) that are !egally restricted to expenditures for specified purposes Debt Service Funds —Debt service funds are used to ac- count for the accumuiation of resources for, and the pay- ment of, general long-term debt principal, interest and re- lated costs. Capital Projects Funds --Capital projects funds are used to account for financial resources to be used for the acquisi- tion or construction of major, capital facilities (other than those financed by proprietary funds). Proprietary Funds Proprietary funds are used to account for the Citv's organi- zations and activities which are similar to those often found in the private sector. This means that all assets, liabilities, equities, revenues, expenses and transfers related to the City's business activities —where net income and capital maintenance are measured —are accounted for through proprietary funds. The measurement focus is upon determi- nation of net income, financial position, and changes in fi- nancial position. Enterprise Funds --Enterprise funds are used to account for operations: • that are financed and operated in a manner similar to private business enterprises —where the interest of the City is that the costs of providing goods or ser- vices to the aeneral public on a continuing basis be financed or recovered primarily through user charges, or • where the City has decided that periodic determina- tion of revenues earned, expenses incurred, and/or net income is appropriate for capitai maintenance, public policy, management control, accountability, or other purposes. Certain enterprise funds have historically operated at a loss and have required operating subsidies from the general fund. If future operations are not sufficient to offset these deficits, the City will continue to support these activities from the general fund or other discretionary funds (See Note 9). Internet Service Funds--Intemal service funds are used to account for the financing of goods or services provided by one department or agency to other departments or agen- cies of the City, on a cost -reimbursement basis. Fiduciary Funds Trust and Agency Funds --Trust and agency funds are used to account for assets held by the City in a Trustee ca- pacity or as an agent for individuals, private organizations. other governments, and/or other funds. These include ex- pendable trust, pension trusts, and agency funds. The City's expendable trust funds (Self -Insurance and Pension Administration) are accounted for in essentially the same 90--0324 City of Miami, Florida Notes to Financial Statements manner as governmental funds. Pension trust funds are ac- counted for rn essentially the same manner as oroorietary funds since capital maintenance is critical. The City's agen- cy funds are custodial in nature (assets equal liabilities) and used to account for deposits held under issuance of a cable T V license and assets held under three deferred compen- sation plans for certain employees. Account Groups Account Groups are used to establish accounting control and accountability for the City's general fixed assets and the unmatured principal of its general long-term obligations. The two account groups are not funds. They do not reflect available financial resources and related liabilities —but are accounting records of the general fixed assets and general long-term obligations. General Fixed Assets —This account group is used to ac- count for all fixed assets of the City, other than those ac- counted for in the enterprise funds and internal service funds. General Long -Term Debt --This account group is used to account for the long-term portion of claims payable, ac- crued compensated absences, lease purchase obligations and outstanding principal balances of long-term debt, other than revenue and special obligation bonds payable and other long-term liabilities recorded in the enterprise funds and internal service funds. Totals (Memorandum Only) —Amounts in the "Totals (Memorandum Only)" columns in the combined financial statements represent a summation of the combined finan- cial statement line items of the fund types and account groups and are presented for analytical purposes only. The summation includes fund types and account groups that use different bases of accounting, includes interfund trans- actions that have not been eliminated and the caption "Amounts to be orovided," which is not an asset in the usual sense. Consequently, amounts shown in the "Totals (Memorandum Only)" columns are not comparable to a consolidation and do not represent the total resources avail- able or total revenues and expenditures/expenses of the City. C. Basis of Accounting Basis of accounting refers to when revenues and ex- penditures or expenses are recognized in the accounts and reported in the financial statements. Bans of accounting re- lates to the timing of the measurements made, regardless of the measurement focus applied. (1) Modified Accrual All governmental funds and expendable trust fu.. is are accounted for using the modified accrual bans of ac- counting. Their revenues are recognized in the period in which they become susceptible to accrual i.e., when 30 they become measurable and available to pay liabilities of the current period. Ad valorem taxes, utility service taxos, charges for service, investment earnings, fines and forfeitures, franchise taxes, are susceptible to ac- crual. The City considers property taxes as ava!lable when collected in the current year or within 60 days subsequent to September 30th. A one year availability period is used for revenue recognition for all other gov- ernmental fund revenues. Occupational license reve- nues collected in advance of periods to which they re- late are recorded as deferred revenues. Where grants revenue is dependent upon expenditures by the City. revenue is accrued as such expenditures are incurred. Special assessments are recorded as receivables and deferred revenue when levied and recognized as reve- nue when due, provided they are collected in the cur- rent year or within 60 days subsequent to September 30th. Special assessments are recorded in the General Obligation Bonds Debt Service fund since they re- present a partial reimbursement of costs incurred in certain capital projects originally financed with general obligation bonds. The Gry does not issue special as- sessment bonds. Expenditures under the modified accrual basis of ac- counting are generally recognized when the related fund liability is incurred and expected to be liquidated with available resources. Exceptions to this general rule include principal and interest on general long-term debt which are recognized when due or when debt service funds resources have been provided during the current year for payment of principal and interest due early in the following year. The agency funds are custodial in nature and do not in- volve measurement of results of operations. They are accounted for under the modified accrual basis of ac- counting. Assets and liablrties are recognized when they occur regardless of the timing of related cash flows. (2) Accrual All proprietary and pension trust funds use the accrual bans of accounting. Under this method, revenues are recorded when earned, and expenses are recorded at the time liabilities are incurred. D. Budgetary Pollay (1) Budget Policy The City Commission annually adopts the budget ordi- nance for all governmental funds of the Gry, except for the following funds: • Other Special Revenue Funds • MSEA Subordinate Obligation Note Debt Service Fund 90-0324 City of Miami, Florida Notes to Financial Statements • MSEA Special Obligation Bonds Debt Service Fund • All capital projects funds (budgets are adopted on a project basis) Annual operating budgets are adopted on a basis sub- stantially consistent with generally accepted account- ing principles ("GAAP") except that (a) budgetary comparisons for the general fund Include encum- brances as expenditures. (b) certain activity within the Miami Sports and Exhibition Authority special revenue fund related to the Miami Arena operations is not in- cluded within the administrative budget and (c) certain receivables of DDA have been written off and the ad- vance from the City was recorded as a liability. Adjustments necessary to compare the results of oper- ations in the special revenue and debt service funds as presented in the Combined Statement of Revenues. Expenditures and Changes in Fund Balances (Exhibit II) to that presented in the Combined Statement of Reve- nues, Expenditures and Changes in Fund Balance — Budget and Actual (Exhibit 111) are as follows iin thou- sands): Excess (Deficiency) of Revenues and Other Financing Sources Over Expenditures Fund and Other Balance Financing So amber Special Revenue Funds Uses 30, 1989 Actual —Exhibit II $1.806 $10.570 Plus (less) funds not budgeted. Other Funds (9) (2,650) Plus net effect of MSEA activity not budgeted 425 572 Plus net effect of DDA write off of receivable and advance from City recorded as liability 125 125 Actual —Exhibit III $2.347 $ 8,617 Debt Service Funds Actual —Exhibit it $ 455 $ 9.988 Plus (less) Funds not Budgeted. MSEA Subordinate Obligation Debt 373 (84) MSEA Special Obligation Bonds 0 96) (7.959) Actual Exhibit III $ 632 $ 1,945 In addition, capital project funds are budgeted on a to- tal project basis for which annual budgets are not avail- able. The City also adopts non -appropriated operating budg- ets for the proprietary funds substantially on a GAAP oasis, with several exceptions. Such exceptions in- clude: 31 • Debt orinaoal payments are budgeted as debt Ser- vice. The portion of debt service reoresentino orir c - pal payments reduces the related liability on a GAAP bans • Deurecianon expense �s not budgeted. • Ceram non -operating expenditures for capital outlays are not budgeted. (2) Budget —Legal Compliance The City follows these procedures in establishing the budgetary data reflected in the financial statements. • Prior to August 31 st, the City Manager submits to the City Commission a proposed operating budget for the fiscal year commencing the following October 1 st The operating budget includes proposed exoendi- tures and the means of financing them Budgetary control is legally maintained at the fund level except for the General fund, which is at the departmental lev- el. • Public hearings are conducted to obtain taxpayer comments. • Prior to October 1 st, the budget is legally enacted through passage of an ordinance • Overall changes to the adopted budget must be ao- proved by a majority vote of the Commission • Generally, the Commission and City Manager rnav transfer among departments any part of an unencum- bered balance of an appropriation to a purpose for which an appropriation for the current year has prov- en msufficient. At the close of each fiscal year, the unencumbered balance of each appropriation revers to the fund from which it was appropriated and is subject to future appropriations. • Budgets are monitored at varying levels of classifica- tion detail, however, expenditures cannot legally ex- ceed appropnations at the individual fund level. Budgeted amounts in the accompanying financial statements are as originally adopted, or as amended by the City Commission and City Manager throughout the year. During the year, seven supplementary appropria- tions were approved totaling approximately $9,000,000. (3) Encumbrances Encumbrance accounting, under which purchase or- ders, contracts, and other commitments for the expen- diture of monies are recorded in order to reserve that portion -of the applicable appropriation, is employed in the general and capita, projects funds. On the non- GAAP budgetary basis. encumbrances are recorded as expenditures of the current year. On a GAAP basis, en- cumbrances outstanding at year-end are repored as 90--0324 _ y City of Miami, Florida Notes to Financial Statements reservat!ons of fund balance since they do not consti- tute expermtUres or liabilities because the commit- ments wilt be honored during -the subsequent year (4) Excess of Expenditures Over Appropriations in individual Funds The following funds incurred an excess of expenditures over aoorooriations for the fiscal year ended September 30, 1989 (in thousands). Special Revenue Funds • Downtown Development Authority $ 10 • Cabie T V 10 • Metro -Dade Tourist Tax 58 Debt Service Funds: • Other Special Obligation Bonds 34 E. Pooled Cash and Investments The City maintains an accounting system in which substan- tially all cash, investments and accrued interest are record- ed and maintained in a separate group of accounts. All such cash and investments, including accrued interest, are re- flected as pooled cash and investments. Investments are stated at cost or amortized cost, which approximates mar- ket. All investments consist of U.S. governmental obliga- tions and prime commercial paper Interest income is atlo- cated based upon the approximate proportionate balances of each fund"s equity in pooled cash and investments. No interest is charged to funds having deficit balances. Individual fund overdrafts (deficit pooled cash accounts) have been reported as an tnterfund payable in that fund with an offsetting interfund receivable reported, to the extent possible, in a fund of a similar fund type, or in the general fund if monies are not available in the individual funds within the same fund type. The funds listed below maintained sep- arate cash and investment balances and are recorded as "Other cash and investments" in the accompanying finan- cial statements. In addition, certain other City funds main- tain separate restricted cash and investment accounts in compliance with debt requirements (See Notes 4 and 8) • Miami Sports and Exhibivon Authority Special Reve- nue Fund • Downtown Development Authority Special Revenue Fund • Special Obligation Bonds Debt Service Fund (MSEA) • Subordinate Obligation Note Debt Service Fund (MSEA) • Miami Arena Capital Projects Fund (MSEA) • Exhibition Expansion Capital Projectr Fund (MSEA) • Off -Street Parking Enterprise Fund • G & 0 Enterprise Fund 32 • FIPO Pension Trust Fund • GEEE Pension Trust Fund • Deferred Comoensation Agency Fund F. Pension investments Pension investments for the FIPO and GESE Trust Funds are carried at cost. Debt securities are adjusted for amorti- zation of premiums and discounts. Premiums and discounts are amortized using the straight -fine bans over the life of the investment. Approximate market value of investments are determined as follows • Securities traded on a national securities excharge are valued at the last reported sales prices or the last business day of the fiscal year; • Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last reported bid once, • Commercial paper and money market funds are val- ued at cost which approximates market. Investment policy is determined by the Boards of Trustees and is implemented by outside investment advisors. Invest- ment advisors use the foilowing guidelines. FIPO • Bonds, notes or other obligations of the United States Government and its agencies and in bank cer- tificates of deposit. • Corporate common stock, preferred stock, convert- ible debentures (subject to 5% limitation for any one entity of the equity portfolio and provided the aggre- gate investment does not exceed 1 percent of total outstanding capital stock of any one corporation), • Notes collateralized by first mortgages on real proper- ty or guaranteed by the Federal Housing Administra- tion or the Veterans Administration. • Corporate interest bearing obligations, * Venture capital, private placements and letter stocks, • Real estate, financial institutional futures, listed op- tions and stock index futures. All of the above investments are subject to the following ag- gregate portfolio limitations based upon cost at time of purchase: equities (65%). fixed income (65%), real estate (15%), venture capital (5%) and all other types of invest- ments (10%). GESE • Unlimited investments in bonds, notes or other obli- gations of the United States Government and its agencies and in bank certificates of deposit. 90--0324 City of Miami, Florida Notes to Financial Statements • Irrdiv!dual-rivestments in the foilowinq cannot exceed 1 000 of the funds available `or investments: • • Corporate common stock, preferred stock, con- ver ibie debentures (provided the aggregate in- vestment does not exceed 3 percent of total out- standinq capital stock of any one corporation) • • Notes collateralized by first mortgages on real property or guaranteed by the Federal Housing Administration or the Veterans Administration a Corporate interest bearing obligations Purchases and sales of securities are reflected on a trade date basis. Gain or loss on sales of securities is based on average cost. G. inventories Inventories are only ssgn!ficant to and reported in proprietary funds. Inventories are valued at the lower of cost (first -in, first -out basis) or net realizable value Inventory in the mter- n2i service funds consists of expendable supplies held for consumption. H. Restricted Assets Certain proceeds of bonds. notes and loans, as well as cer- tain resources set aside for their repayment are classified as restricted cash and investments because their use is limited by applicable bond covenants I. Accumulated unpaid Vacation, Sick Pay, and Other Employee Benefit Amounts Under terms of Civil Service regulations, labor contracts and administrative policy, City employees are granted vacation and sick leave in varying amounts. Additionally, certain over- time hours can be accrued and carried forward as earned time off. Unused vacation and sick time is payable upon separation from service. subject to various limitations depending upon Vie employee's seniority and civil service classification. The City has significantly decreased accumulated vacaton time earned in prior years by buying out such time from employ- ees, and by hirntmg the accumulation of current year's earned vacation time. Accumulated unpaid compensated absences are accrued when earned in the governmental and proprietary funds, with the long-term portion of govern- mental funds' liability being recorded in the general long- term account group. J. Intragovemmental Allocation of Administrative Ex- penses The general fund incurs certain administrative expenses for other funds including accounting, legal, data processing, personnel administration, engineering and other services.. A brief description of the major components of such charges are as follows: 33 Project Management. The Public Works Depart- ment charges major capital improvement projects of the City for design, survey and inspection services. These charges are based on direct labor charges plus an overhead factor for administrative expenses of the engineering division, and totaled approximately $1 .043,000 for fiscal 1989. • Indirect Cost Allocation. The general fund charges other funds for general and administrative expenses to allocate certain overhead costs as determined under a central services cost allocation plan. Such charges approximated $770,000 for fiscal 1989 K. Bond Discount and Issuance Costs Discounts on revenue and special obligation bonds payable within the proprietary funds are amortized using the interest method over the life of the bonds. Bond issuance costs are capitalized and amortized on a straight-line bans over the life of the bonds L. Property, Plant and Equipment Property, plant and equipment used in governmental fund type operations (general fixed assets) are accounted for ;n the general fixed assets account group Public domain ("In- frastructure") general fixed assets consisting of certain im- provements other than buildings. including roads, bridges, curbs and gutters, streets and sidewalks, drainage systems, and lighting systems are capitalized together with other general fixed assets. No depreciation has been provided on general fixed assets. All property, plant and equipment are valued at historical cost or estimated historical cost. Donated property, plant and equipment are valued at their estimated fair market value on the date received. Depreciation of all exhaustible fixed assets used by the pro- prietary funds is charged as expense against their opera- tions. Depreciation has been provided over the estimated useful lives using the straight-line method. The estimated useful lives are as follows. o Buildings and Improvements 30-50 years • Machinery and Equipment 4-20 years Improvements other than Buildings 10-20 years Interest costs associated with enterprise fund borrowings (revenue bonds) used for construction projects are capital - (zed during the current period as part of the cost of the as- sets. net of related interest earned on unexpended portions of such borrowings. M. Interfund Transactions Quasi -external transactions are accounted for as fund reve- nues, expenditures or expenses (as appropriate). All in- terfund transactions except advances, quasi -external trans- actions and reimbursements are accounted for as transfers. 90--0324 City Of Miami, Florida Notes to Financial Statements Nonrecurring or r onroutine transfers of eauity between funds are considered equity transfers All other interfund transactions are treated as operating transfers N. Deferred Compensation The City offers its employees three deferred compensation plans created in accordance with internal Revenue Code Section 457 that permit the deferral of a portion of an em- ployee's salary until future years. The deferred compensa- tion is not available to employees until termnavon, retire- ment, death, or unforeseeable emergency. Membership in one plan is limited to key management per- sonnel, while the other plans are open to all City employees. The plans are funded through employee payroll deductions All contributions are paid to outside fiduciary agents. How- ever, all amounts of compensation, deferred under the plans. all property and rights purchased with those amounts, and all income attributable to those amounts, property, or rights are (until paid or made available to the employee or other beneficiary) solely the property and rights of the City (without being restricted to the provisions of ben- efits under the plan), subject only to the claims of the City's general creditors. Participants' rights under the plan are equal to those of general creditors of the City in an amount equal to the fair market value of the deferred account for each participant. The City records its deferred compensation plans in an agency fund. Deferred compensation plan assets are carried at market value. O. Fund Equity Contributed capital is recorded in proprietary funds that have received capital grants or contributions from develop- ers, customers or other funds. Reserves represent those portions of fund balance which are either not available for appropriations or are legally segregated for a specific use. Designated fund balances represent tentative plans for fu- ture use of financial resources. P. Comparative Data Comparative total data for the prior year have been presented in the accompanying financial statements in or- der to provide an understanding of changes in the City's fi- nancial position and operations. However, comparative data 34 have not been presented in all statements because their in clusion would make certain statements unduly complex and difficult to understand. Certain comparative total data for tine prior year have been reclassified to conform to the 1989 presentation The most significant reclassification re- lated to the public service tax fund which is presented as a special revenue fund in 1989 This fund was previously ac- counted for as a debt service fund. 3. PROPERTY TAX Property taxes are levied on January 1 st and are Payable on November 1 st, with discounts allowed of one to four Per- cent if paid prior to March 1 st of the following calendar year Taxpayers also have the option of paying their taxes in advance in equal quarterly payments based on the prior year's tax assessment with quarterly discounts varying be- tween 2% and 6%. All unpaid taxes on real and personal property become delinquent on April 1st and bear interest at 18% until a tax sale certificate is sold at auction Dade County bills and collects all property taxes for the City, and sells tax certificates for delinquent taxes. The assessed value of property, as established by the Dade County Assessor of Property, at January 1, 1988, upon which the 1988-1989 levy was based. was approximately $10,241,650,000 The City is permitted by Article 7, Sec- tion 8 of the Florida Constituron to levy taxes up to $10 per $1,000 of assessed valuation for general governmental ser- vices other than the payment of principal and interest on general obligation long-term debt. In addition, unlimited amounts may be levied for the payment of principal and in- terest'on general obligation long-term debt, subject to a lim- itation on the amount of debt outstanding. The tax rate to finance general governmental services (other than the pay- ment of principal and interest on general obligation long- term debt) for the year ended September 30, 1989, was $9.5995 per $1,000. The debt service tax rate for the same period was $2.3381 per $1,000. Property taxes receivable as of the end of the fiscal year, representing collections within 60 days subsequent to Sep- tember 30. for billings through the fiscal year then ended amounted to approximately $832,000 and $208.000 for the general and debt service funds, respectively. 9d"�Q3Awl* City of IViami, Florida Notes t0 Financial Statements 4. EQUITY IN POOLED CASH AND INVESTMENTS, RESTRICTED AND OTHER CASH AND INVESTMENTS At September 30, 1289, the City's non-oension cash and investments consisted of the following (in thousands)' Equity in pooled cash Other cash and investments Restricted cash and investments Total Investments Deposits Accrued interest Total non -pension cash and investments Deposits The City's bank deposits at September 30, 1989 were as follows (in thousands). Demand deposits Time deposits Total $ 87,867 25,208 75,683 $188, 758 $179.840 7,014 1,904 $188, 758 Carrying Balance Amount Per Banks $3.663 $ 8,999 3.351 3,392 $7.014 $12,391 All time and demand deposits are held in banking institutions approved by the State Treasurer of the State of Florida, to nold public funds. Under the Florida Statutes Chapter 280, "Florida Security for Pubic Deposits Act", the State Treasurer ecuires all qualified public depositories to deposit with the Treasurer or another banking institution eligible collateral equal to from 50% to 125% of the average daily balance for each month of all public deposits in excess of any applicable deposit insurance held The percentage of eligible collateral (generally, U.S Governmental and agency securities, state or local government debt, or corporate bonds) to public deposits is dependent upon the depository's financial history and its compliance with Chapter 280 In the event of a failure of a qualified public depository, the remaining public depositories would be responsible for covering any resulting losses. Accordingly, all cash and time deposits held by banks can be classified as category one credit risk as defined in GASB Statement No. 3 which means they are fully insured or collateralized. Investments The City Code authorizes the Director of Finance to purchase and invest idle funds prudently in bonds and obligations of agen- cies of the United States. provided such are guaranteed by the United States or by the issuing agency; general obligations of states, municipalities. school districts, or other political subdivisions; revenue and excise tax bonds of the various municipaii- 'ties of the State of Florida, provided none of such securities has been in default within five years prior to date of purchase; negotiable certificates of deposit; bankers acceptance drafts; and prime commercial paper Investments are categorized to give an indication of the level of risk assumed by the entity at year-end. The three categories of risk are as follows: (1) Insured or registered, or securities held by the entity or its agent in the entity's name; (2) Uninsured and unregistered, with securities held by the counterparty's trust department or agent in the entity's name; and (3) Uninsured and unregistered, with securities held by the counterparty, or by its trust department or agent but not in the entity's name. 35 90- 0324 City of Miami, Florida Notes to Financial Statements The C!tv s non -pension ,nvestr-gents are classified as follows (in thousands! Credit Risk Category Total Carrying Market 1 2 3 Amount Value U S Treasury Notes and Bills $21,058 $17.352 $ --- $ 38,410 $ 38.211 U S Agency Securities 33,532 22.985 — 56,517 56,633 Short -Term Commercial Paper 36.466 815 1,665 38,946 38,946 Totals $91,056 $41.152 $1.665 133.873 133.790 Short -Term Investment Pool 25,243 25.317 Deferred compensation plan assets 20,724 20,724 Totals $179.840 $1 79.831 Cash and Investments held by the City's pennon plans consisted of the Following at September 30, 1989 (m thousands Credit Risk Category Total Carrying Market 1 2 3 Amount Value , U S. Government and Agency Obligations $135.698 $15.318 $ 39,517 $190.533 $192,448 Corporate Stocks 148,037 — 110,007 258,044 307,400 a Corporate Bonds 13.'63 — 15,816 29.579 29,1 1 1 i Commercial Paper 4,949 3,000 9,198 17,147 17.053 Totals $302,447 $18,318 $174,538 495,303 546.012 Short Term Investment Pool . . 43,272 43,608 Accrued Interest and Other 4,478 4,478 Total Pension Investments $543,053 $594,098 • Sri ���� The investments in the short-term investment pools are not categorized because they are not evidenced by securities that exist in physical or book entry form. 36 90-0324 City of Miami, Florida Notes to Financial Statements S. DUE FROWT'O OTHER FUNDS Due from; -o other l.unds .are loans from one fund to another for soec;f,c purposes At September 30, 1989. the balance ,n due from/to other `unds consisted of the following (in thousands) Due from Due to Fund Other Funds Other Funds General S 3,649 S 162 Special Revenue Miami Sports and Exhibition Authority 51 200 Downtown Development Authority - 63 1 GO Community Development — 1,898 Public Service Tax — 2,000 ` Other Funds 1,898 80 i Debt Service MSEA Subordinate Obligation Bonds — 19 t� MSEA Special Obligation Bonds — 32 Capital Projects: Street Improvement 183 — Culture and Recreation 3,173 — N Public Use 80 173 f Miami Arena 200 — Enterpnse Funds Department of OffStreet Parking— _4 G & 0 Enterprise Fund — 668 Marine Stadium — 114 {„ Miami Stadium — 409 Orange 8ovvl — 591 Convention Center — 3.897 Marinas — 147 k Golf Courses — 403 `} Warehouse Property 135 — Parkmg Garage 572 Building and Zoning 304 — i Solid Waste 1,007 — ? Property and Lease Management — 616 Internal Service Fleet Management — 711 Property Maintenance 175 — Print Shop — 611 Procurement Management 110 — Communication Services 926 — _` Trust and Agency: Pennon Administration -- 485 r FIPO Pennon Trust . 72 — .3 Total $13,316 $13,316 37 90-0324 City of Miami, Florida Notes to Financial Statements 6. OTHER RECEIVABLES Amounts due from other governments primarily represent amounts relating to grants awarded by other governmental agen- cies. and other receivables from state and local governments As part of its Community Develooment Block Grant program. the City issues single and multi -family housing rehabilitation loans to qualified residents All repayments of the loans, Nhich carry low interest rates, are to remain in the loan program As collection of the loans is not assured, the loans are not recorded as receivables, but are maintained !n the City's accounting system on a memorandum basis. As of September 30, 1989, rehabilitation loans outstanding totaled approximately $35,822.000 7. PROPERTY, PLANT AND EQUIPMENT The following is a summary of changes in general fixed assets for the year ending September 30, 1989 (in thousands) Balance, Additions Deletions Balance, October 1, and and September 30, 1988 Transfers Transfers 1989 Land . $ 75,198 $ 5,925 $ — $ 81,123 Building & Improvements 72,740 599 -- 73,339 Machinery & Equipment 2.5,104 9,834 7,843 27,095 Improvements Other than Buildings 192,939 227 15 193,151 Construction in Progress 62,745 18,779 871 80.653 Total $428.726 $35,364 $ 8,729 $455.361 See Note 13 for a discussion of the construction projects currently in progress. A summary of proprietary fund type property, plant and equipment at September 30, 1989 is as follows (in thousands) Internal Enterprise Service Land $ 18,647 $ — Buildings and Improvements 142,597 4,408 Machinery and Equipment 7,633 28.684 Construction in Progress _ 27, 152 --- Total 196,029 i33,092 Less Accumulated Depreciation (39,715) (19.516) Net $156,314 $ 13,576 M - a 90-0324 City of Miami, Florida Notes to Financial Statements 8. LONG-TERM DEBT A. Changes in Long -Term Debt The following a a summary of changes in long-term debt for the year ended September 30. 1989 (in thousands) General long•Twm D*bt PraWleta v Fvnd Do" ob8gatlon Wote snd claimsO"W Canpenutsd Revem» soft4m CevHaldtas _ sonde Lonna Payable Nyablea Abeeneee Total sortde am9ation PartieiPation =j Balance at October 1, 1988 $187,350 $ 84.038 $36.750 $1.292 $13.252 $322,682 $87.234 $13.365 $11,740 —_ y New bonds issued 41.005 45.250 — — — 86.255 — 16.000 -- Accretion on Caortal _ Aooreciation Bonds — — — — — — 1.160 `? Debt defeased (19.525) -- - - - (19,525) — — — — Increase in !ease pavabies — — — 5.769 — 5.769 — — — - Increase in long-term claim = y" habioties — — 1 1 , 1 25 — — 1 1 ,125 — — -- Increase in ono -germ accumulated unpaid compensated absences — — — — 2,328 2.328 — — - -') Debt retired (1 1,280) (9,160) (6.296) (1.292) — (28.028) 1351) (508) (2.2501 Recassdicanon of debt from - ? General Long -Term Debt to Proonetary Fund — (14.6631 — — — (14 6631 — 14.663 — Balance at September 30. 1989 $197,550 $105,465 $41.579 $5.769 $15.580 $365.943 $88.043 $43.520 $ 9.490 8. Summary of Annual Debt Service Requirements - The annual requirements for all bonds, notes, loans, certificates and, other payables outstanding as of September 30, 1989. `- ° including interest of $412,737,000 are as follows (in thousands) General Long -Tears Debt Proprietary Fund Debt Revenue e Certificates and General Special Other Of Special Obligation Obligation(l) Payables Participation Obligatilon(2) ? 1990 S 21,519 $ 9,112 $1,273 $ 2,510 $ 13,053 1991 23.949 9,890 1,273 2.815 9,803 71 1992 24,167 10,578 1,273 5.576 10,083 1993 22,693 12,758 1,273 — 10,465 1994 21,784 12,792 1,273 10,463 1995-1999 96,809 62.822 1,274 52,307 2000-2004 71,746 47-422 — — 51.495 — 2005-2009 36,485 41,176 — — 51,713 2010-2014 12,530 34,994 — — 39,247 - 2015-2019 — 22,339 — — _ — $331,682 $263,883 $7,639 $10.901 $248.629 - (1) Includes debt service on the Floating/Fixed Rate Special Obligation Bonds, the Subordinate Obligation Note, and the HUD e loan at a rate of 7%. (2) Includes accretion on the Capital Appreciation Bonds. 39 90-0324 _ i - City of Miami, Florida Notes to Financial Statements C. Summary of long -Term Debt Long-term debt, at September 30. 1989 was comorised of the following (000) General and Special Obligation Bonds, Notes and Loans—Long•Terrn Debt: $37. 145.000—Ponce Headouarters Improvement Bonds. nine Issuesmaturing through 2008, merest at rates ranging from 3%to 11% $36,765,000—Storm Sewer Imorovement Bonds. eleven ssues. matunng through 2014, interest at rates ranging from 2.5°,a to 1 11,10 S39.890.000—Public Parks and Recreation Facilities Bonds: two issues, maturing through 2003, interest at rates ranging from 3 5% to 7 5% $61.705.000--Sanitary Sewer Improvement Bonds. ten ssues, maturing through 2008. interest at rates ranging from 34'13 to 1 1 °o $31.060.000—Street and Highway Imorovement Bonds nine issues, maturing mrougn 2008, interest at rates ranging 'rom 3%1 to 11% $4.290,000 Housing Special Obligation Bonds. ore ssue. maturing through 2006, interest at rates `rom 4 101, to 7 4% S 21.770 24,445 16.130 27.945 (000) S5.958 400 Secron 108 HUD P•omtssory note. merest to he paid annually at a variable rare. annual onncioal payments of $1.986.000 beginning August 1 , 1990 5.959 $63,140.O-10 Other Issues. maturing trough 2013. interest at rates rangq +rpm 1 % to 11 5% 26.690 $303.015 Revenue and Special 010 action Bonds and 6ttW Oebt—RroprieKsry Funds: $65,271,325 Special Revenue Refunding Bonds. Series 1987. due. in installments from approximately $630.000 to $5,490.000 through 20 i 5. interest at rates ranging from 5 25% to 7 30% (The nortion of the bonds ssued in capital appreciation bond form had accreted value of approximately $1 7 million as of September 30. 1989) 66.982 $16.275.000 Parking System Refunding Bonds. Series 1986, maturing through 2009 at varying rates of interest ranging from 4 251,110 ;o 7 751/6 15.540 $5,500.000 Subordinated Parking System 23.265 Revenue Bonds. $3.500.000 due in 1990, $2.000.000 due :n 2006. interest at 6% through 1992. thereafter at 80% of the prime rate 3.955 $38.000,000 Miami Sports and Exhibition Authority Floating/Ftxed Rate Special Obligation Bonds, Series 1985. maturing ,n various amounts from 1991 through 2015, interest rates vary weekly at 7001. of prime rate (the onme rate was 10% at September 30, 19891 subject to adjustment under certain circumstances 38.000 $8,750,000 Miami Sports and Exhibition Authority F!oating/F,xea Subordinate Obligation Bonds, Series 1 89 A. maturingg in various amounts from 1990 through 2004. interest rates vary weekly S30.000,000 Rental Revenue Bonds, Series 1988. maturing through 2019. with interest at 8 65% $6,500,000 Guaranteed Ent,tlempnt Revenue Bonds, Series 1989. maturingg through 2009; interest rates ranging from 6.Z5% to 7% $38,355,000 General Obligation Refunding Bonds. Series 1986. maturingg througgh 2014, interest rates ranging from 4.5% to 7 7% $22,605.000 General Obligation Refunding Bonds, Series 1987, maturing through 2010; interest rates ranging from 6 8% to 7 4% 513,210,900 Sunshine State Governmental Financing Commission, maturing through 2015. interest rate at 7% 8.750 30,000 6,500 34,700 22.605 12.301 EEO $225.000 Orange Bowl Warehouse Revenue Bonds. maturing through 1989. interest at 6 5% $13.720,000 Government Center Parking Garage Special Obligation Bonds, maturing through 2008, interest at rates ranging from 5 625% to 8 875% $14.420.000 Sunshine State Governmental Financing Commission, maturing through 2015. interest rate at 7% $16,000,000 Florida League of Cities First Municipal Loan, maturing through 1996, interest rate at 7% $16,175.000 Certificates of Participation, Series 1986, maturing through 1992; interest at rates ranging from 4 6% to 6.4% Less Unamortized Bond Discount 0. Summary of New Debt Issuances 5.500 21 13.100 14,420 16.000 9,490 141,053 (1,788) $139,265 $22,605,000 General Obligation Refunding Bonds, Series 1987-On April 1, 1989, the City sold $22,605.000 Gen- erA1 Obligation Refunding Bonds, Series 1987, with interest rates between 6.8% and 7.4% to advance refund a portion of the $33,000,000 General Obligation Bonds dated April 1, 1985, which carry interest rates between 8.4% and 9O""Q324 City of Miami, Florida Notes to Financial Statements 1 1 oij T^e ororeedS "o^n 'he SerleS 198 7 Bonds (net of 3o- orox:mate!y $91 2.0(_D0 issuance costs and ong:nal ssue discount) were used to ourchase U S Government securi- t;es which were deposited :n an irrevocable trust with an es- crow agent to orovide `or all future debt service oavments on ,he refunded cornon of the General Obligation Bonds dated Qon( 1. 1985 see Note 8(h)). The Series 1987 bonds are collateralized by a pledge of the full faith, credit and taxing power of the City The General Obligation Re- funding Bonds, Series 1987, are payable from ad valorem taxes levied on all taxable property located within the City $18,400,000 General Obligation Bonds —On November 1. 1988. the City sold $18,400,000 General Obligation Bonds with interest rates between 7 2% and 7 25% and maturities ranging from 1990 to 2013 The proceeds from the bonds are to be used to fund various capital projects in- cludina: police headquarters and crime prevention facilities, storm sewer improvements, sanitary sewer system, streets and highway improvements and fire fighting, fire prevention and rescue facilities. The bonds are general obligations of the City for which :ts full faith, credit and taxing power are piedgeo, and are pavable from unlimited ad- valorem taxes levied on all taxable property in the City $30,000,000 Rental Revenue Bonds, Series 1988--Dur- ,ng 1989. the City sold $30,000.000 Rental Revenue Bonds, Series 1988, with interest rates at 8.65%. maturing througn 2019 These bonds were issued to finance a por- tion of the costs of the acquisition of real estate and the construction thereon of a 250,000 square foot office build- ing to be !eased from the City by the United States of Amer- .ca (the ''Government'' 1, to pay capitalized interest on the bonds and to pay the costs of issuance of the bonds These bonds are secured by the payments of the annual rental by the Government under the lease agreement and the full faith and credit of the United States of America. $6,500,000 Guaranteed Entitlement Revenue Bonds, Se- ries 1989—During 1989, the City issued $6,500.000 Guaranteed Entitlement Revenue Bonds, Series 1989, with interest rates between 6 25% to 7%, maturing through 2009. These bonds are secured by a pledge of the Guaran- teed Entitlement Revenues, which are required to be shared with the City by the State of Florida pursuant to the provi- sions of the Revenue Sharing Act and all monies. securities and instruments held :n the funds and accounts established in the Bond Resolution except the Rebate Fund. $16,000,000 Florida League of Cities" First Municipal Loan --During 1989, the City obtained a loan from the Flor- ida League of Cities' First Municipal Loan Council to finance the Orange Bowl Renovation Project. Interest rates are vari- able. The loan will be repaid with revenues from Orange Bowl operations. $8,750,000 Floating/Fixed rate Subordinate Special Ob- ligation Bonds, Series 1989A—On May 4, 1989, MSEA issued $8, 750,000 in Floating/Fixed Rate Subordinate 41 Soec:al Obligation Bonds, Series 1989A to refund the out- standing balance of the $10,000,000 Subordinare Obliga- tion Note Series 1985, which was paid' in full using pro- ceeds frorn the bond issuance The bonds are secured by a pledge of the MSEA s allocated portion of the 30/o Conven- tion Development Tax, but on a bans subordinate and junior to the pledge to the senior bonds and from the date of origi- nal ssuance through April 29, 1994 (except upon earlier occurrence of certain events) by funds dravm under a bank letter of credit in a stated amount equal to the principal amount of the bonds plus 55 days interest thereon st an in- terest rate of 1 2110 The bonds carry a variable interest cal- culated weekly For the period of issuance until September 30, 1989, the average rate on the bonds was 6 641/,) Inter- est is payable monthly. $6,500,000 Florida League of Cities' First Municipal Loan —During 1989, the City of Miami and the Department of Off -Street Parking Enterprise fund (the "Department' ) entered into a participation agreement to draw up to $6,500,000 cn funding under the First Municipal Loan Council Pooled Loans Program sponsored by the Florida League of Cities for the proposed Coconut Playhouse pro- lect The Pooled Loan Program was created using the pro- ceeds of the Series 1985 First Municipal Loan Council Pooled Loan Program Revenue Bonds and is available to qualified county and municipal governments within the State of Florida. No amounts have been drawn on the par- ticipation agreement pending commencement of project construction The amounts drawn will bear interest at a cal- culated variable rate. payable monthly, with the outstanding loan balance due on December 1, 1995 The loan requires a pledge of parking system revenues subordinate to the Se- ries 1986 Bonds, but on a panty with all other bonded debt of the Department. E. Reclassification of Sunshine State Govemmental Financing Commission Loans During the years 1988 and 1989, the City financed certain renovation and construction projects within the Marinas and the Exhibition Center enterprise funds using approximately $12,420,000 and $2.000,000. respectively of funding from the $27,630,900 Sunshine State Governmental Fi- nancing Commission loans (the "Loans"). The total amount of the loan was originally recorded in the General Long - Term Debt account group with the proceeds recorded in the capital projects funds. During 1988, approximately $4,936,000 in cash was transferred from the capital projects fund to the enterprise fund for these projects, and in 1989, the remaining amount of approximately $9,484,000 was transferred. The portion of the loans relat- ing to the marinas and exhibition center projects will be re- paid with revenues generated by those operations. Effective October 1, 1988, the City reclassi' . d that portion of the debt used to fund these projects from the General Long -Term Debt account group to the enterprise fund. The beginning fund equity of the capital projects and enterprise 90--0 324 City of Miami, Florida Notes to Financial Statements funds have been restated to reflect this reclassification as follows in thousands) Capital projects Enterprise Funds Funds Beginning fund balances/retained earnings ;deficit), as previously repor-,ed $74,389 $02.625) Reclassification of amounts previously reported as transfers (9,484) _ (4.936) Beginning fund balances/retained earnings (deficit), as reclassified $64.905 $f.17.5611 F. Obligation under Capital Lease During 1989, the City entered into a capital lease to purchase eaupment totaling $5.769,000 Such costs have been recorded as capital outlay in the general fund. The funding provided by the lease agreement is reflected as "other financing sources" recorded in the general fund and the related capital lease obligation is in the General Long - Term Debt account group. Future minimum lease payments under the lease as of September 30, 1989 are as follows. Amount Year ending: 1990 $1,273,000 1991 1,273,000 1992 1,273,000 1993 1,273.000 1994 1,273.000 1995 1,274,000 Total minimum lease payments . 7,639,000 Less amount representing interest at 7 15% . 1,870,000 Present value of minimum lease payments $5,769,000 G. Synopsis of Bond Covenants The various bond indentures contain significant limitations and restrictions on annual debt service requirements, main- tenance of and flow of monies through various restricted ac- counts, minimum amounts to be maintained in various sink- ing funds, and minimum revenue bond coverages. A summary of major provisions and significant debt service re- quirements follows General Obligation Bonds —Debt service is provided for by a tax levy on non-exempt property value and collections on assessment liens from projects financed by proceeds of such bonds The total general obligation debt outstanding is limited by the City Charter to fifteen percent of the assessed non-exempt property value. At September 30, 1989, the statutory limitation for the City amounted to approximately $1,536,247.500 providing a debt margin of approximately 42 $1 , 340, 387.500 after consideration of the $19 7.550.000 of general obligation bonds outstanding at Seorember 30, 1989. less approximately $1 .690,000 available in the re- lated debt service fund General obhaaaon bonds authorized but unissued at Sep- tember 30, 1989, totaled $42.500,000 $65,271,325 Special Revenue Refunding Bonds —Debt service is provided by a pledge of net revenues of the Con- vention Center/Garage, the pledged portion of the public service telecommunications tax revenues, and by a cove- nant and agreement of the City to provide, to the extent necessary, revenues of the City, other than ad valorem property tax revenues, sufficient to make up any deficiency in certain of the required restricted funds and accounts Various funds and accounts held by the Trustee are re- quired to be maintained under the terms of the Trust Inden- ture pursuant to which the bonds were issued. Those funds or accounts oertanina to these provisions include the Reve- nue Fund, Bond Service Account, the Redemption' Ac- count, the Reserve Account, the Construction Account. the Supplemental Reserve Fund. the Renewal and Replace- ment Fund, and the Surplus Fund The Trust Indenture provides that the gross revenues of the Convention Center/Garage will be deposited, as received, with the Trustee to the credit of the Revenue Fund The Trustee shall transfer from the Revenue Fund, on a monthly basis, all money remaining in the fund in excess of current expenses to the following accounts or funds in the `ollowirg order • to the Bond Service Account the amount. it any, re- quired so that the account balance shall equal the ac- crued aggregate debt service as of the last day of the month Accrued aggregate debt service is equal to the sum of interest accrued and unpaid, principal in- stallments due and unpaid and the portion of principal installments for the series next due accrued to end of the month; • to the Redemption Account, the amount, if any, so that the account balance shall equal the component of accrued aggregate debt service comprised of amortization installments or portions thereof, as of the last day of the month in which the transfer is made, • to the Reserve Account, such amount, if any, of the balance remaining after making the deposits under the two preceding provisions, as may be required to make the amount then held for the credit of the Re- serve Account equal to the debt service reserve re- quirement as of the last day of the month; • to the Renewal and Replacement Fund, commencing on April 1, 1988, one -twelfth (1 / 12) of $100,000 and one -twelfth (1 / 12) of such additional amount, if any, which a consultant retained for such purpose in 90- 0324 City of Miami, Florida Notes to Financial Statements �Ts 'atest ',wirten 'eoorT prepared oursuant to the i -,sr Inde^cure shall have recommended, • to the Supolemental Reserve Fund, such amount, if any, as may be required to make the amount then 1,eid `or the credit of the Supplemental Reserve Fund eoual to approximately $1,500,000, • to the Surplus Fund, the balance, if any, of the amount so withdrawn. At September 30, 1989, the City had on deposit with the Trustee for these bonds approximately $10,020.000 in- cluding accrued interest receivable, in the required restrict- ed funds and accounts $16,275,000 Parking System Revenue Bonds (DOSP)-- Debt service is payable solely from the revenues of the Off - Street Parking facilities. This issue ("Series 1986'') con- sists of serial bonds payable in installments of $315.000 to $1 .390,000 from 1988 through 2009 At September 30, 1989. the City had on deoos!t with the Trustee for these oonds approximately $3,193,000 including accrued inter- est receivable in various reserve accounts. These accounts consist of the Parking System Fund (Revenue. Revenue and Replacement, and General Reserve accounts), and the Bond Fund (Interest and Principal, Sinking fund, Reserve, Redemption, and Insurance and Condemnation Award ac- counts) The nature, purpose and funding requirements of these funds and accounts are similar to those described above relative to the Convention Center. $13,720,000 Special Obligation Bonds --Debt service is provided by a pledge of net revenues of the Government Center Parking Garage and utilities services taxes collected by the City from the sale of water and gas in an amount not to exceed the principal and interest requirements in the en- suing fiscal year. A reserve must be maintained equal to the maximum annual debt service. Various funds and accounts held by the Trustee include the Revenue Fund, Bond Ser- vice Account, "edemption Account, Reserve Account and the General Reserve Fund. The nature, purpose and funding requirements of these funds and accounts are similar to those described above relative to the Special Revenue Re- funding Bonds for the Convention Center At September 30. 1989, the City had on deposit with the Trustee for these bonds approx!mateiy $1 ,634,000 including accrued interest, in the restricted funds and accounts. $38,000,000 MSEA Special Obligation Bonds, Series 1985--These bonds are limited special obligations of the Miami Sports & Exhibition Authority ("MSEA") and are pay- able solely from and secured by a pledge of (i) MSEA's allo- cated portion of the 3% Convention Development Tax levied and collected in Dade County, (!i) investment earnings on certain reserve accounts required to be maintained with the Trustee, and (!!!) from the date of original issuance of the Bonds through December 30, 1990 (except upon the earli- er occurrence of certain events) from funds drawn under a bank letter of credit in a stated amount equal to the principal 43 amount of the bonds plus 55 days interest thereon at an n- terest rate of 1 2410. No funds were drawn on the letter of Credit as of September 30, 1989 The bonds carry a vari- able interest rate calculated weekly. During 1989, the aver. age rate on the bonds was 6 454% The bonds were issued to provide fund!ng for the construction of the Miami Arena (see Note 13) Upon issuance in December 1985, the proceeds of these bonds, net of original issue discount of $512.000, were distributed to various reserve funds and accounts held by the Trustee in compliance with the provisions of the Bond Indenture. Those funds and accounts pertaining to these provisions include the Tax Fund, the Bond Interest and Prin- cipal Accounts, the Debt Service Reserve Account, the Re- placement Reserve Fund. the Maintenance Fund, the Capi- talized Interest Account and the Expense Account. Receipts of convention development tax proceeds are to be deposit- ed in the Tax Fund and distributed to the following_ funds or accounts as follows. • to the Interest Account, deposits to briny balance to 125% of the preceding interest payment plus one- third of the letter of credit fee due for the ensuing fis- cal quarter, or 100% of the ensuing interest payment. whichever is greater; • to the Principal Fund Account, deposits to bring bal- ance on the business day prior to each interest pay- ment equal to 1 25% of one-tweifth of the principal re- tirement for the ensuing fiscal year, beginning January 1, 1991, • to the Debt Seance Reserve account, deposits to bring balance to $3,375,000 (fully funded at bond closing), • to the Miami Sports and Exhibition Authority's ooer- at!ng fund. $30,000 per month up to $350.000 ad- justed by the consumer price index, • to the Replacement Reserve Fund, deposits to bring balance to $3.700,000 (fully funded in 1987), • to the Maintenance Fund, deposits to bring balance to $3.000,000 (fully funded in 1987, however, the required balance was amended to $2,250.000 in 1989 and the excess of $750.000 was transferred to the Miami Arena Capital Project Fund); then • to the Authority for any of its lawful corporate pur- poses. $8,750,000 Floating/Fixed gate Subordinate Special Ob- ligation Bonds, Series 1989A—On May 4, 1989, MSEA issued $8,750,000 in Floating/Fixed Rate Subordinate Special Obligation Bonds. Series 1989A to refund the out- standing balance of the $10,000,000 Subordinate Obliga- tion Note Series 1985, which wi s paid in full using pro- ceeds from the bond issuance. The bonds are secured by a pledge of the MSEA's allocated portion of the 3% Conven- tion Development Tax, but on a basis subordinate and junior 90-0324 City of Miami, Florida Notes to Financial .Statements to the oiedoe to ,r,e ze^,or tends and from the date of origi- nal ssuance *i­nuor? Aon! 29, 1994 (except upon earlier occurrence of certain events) by funds drawn under a bank letter of credit n a stated amount equal to the principal amount of the bonds oius 55 days merest thereon at an in- terest rate of 1 2%, T"e cords carry a variable interest cal- culated weekly For the oer,oa of issuance until September 30. 1989, the average rate on the bonds was 6 64% Inter- est is payable monthly Upon meeting certain conditions and providing notices, the MSEA may convert the bonds to a fixed interest rate, as de- termined by a remarketing agent, that would allow the bonds to be remarketed at par value Upon conversion to fixed rate, the bonds will no !onger be secured by the bank letter of credit, nor will they be subject to purchase at the demand of the registered bondholders. During 1989. the MSEA transferred to the special revenue fund $1,655.699 in convention development tax proceeds in excess of ;he funding requirements described above re- lated to debt service on the Special Obligation Bonds and Subordinate Obligat!on Note $30,000,000 Rental Revenue Bonds, Series 1988—Dur- ng 1989, the C.ty ssued $30.000,000 Rental Revenue Bonds, Series 1988 ;o finance the costs of the acquisition of real estate and the construction thereon of a 250,600 square foot office building to be leased from the City by the United States Government. The Resolution establishes as trust funds with the Trustee the Construction Fund, the Pevenue Fund. the Reserve Fund and the Sinking Fund to be provided as follows • to the Construction Fund, a pomon of the net pro- ceeds of the Bonds will be deposited into the Con- struction Fund to pay costs of issuance of the bonds, to pay capitalized interest on the bonds and to pay costs related to the acquisition, construction and de- velopment of the project and purposes incidental thereto. • to the Revenue Fund, all of the pledged revenues as soon as received. Amounts are to be withdrawn from the funds in amounts sufficient to timely pay interest and principal as they become due. • to the Sinking Fund, in an amount sufficient to pay the interest on the bonds when due and to pay the principal of maturing bonds. • to the Reserve Fund, amounts to be deposited there- in to be used to pay the principal of and interest on the bonds and any additional bonds issued under the resolution. In accordance with the resolution, the City has determined not to fund the Reserve Fund in con- nection with the issuance of the bonds. Consequent- ly, no funds will be available, from airy source, in the Reserve Fund to pay debt service on the bonds. $6,500,000 Guaranteed Entitlement Revenue Bonds, Se- ries 1989—During 1989, the Citv ssued $6,500.000 Guaranteed Entitlement Revenue Bonds, Series 1989 to fi- nance the cost of certain capital improvements and eauio- ment within the Citv At September 30. 1989, the City had on deposit with the Trustee for these bonds aooroximately $612,500 in various reserve accounts within a Sinking Fund. These accounts consist of the Interest Account, the Principal Account, the Bond Redemption Account and the Service Account Guaranteed Entitlement Revenues shall be applied to the various funds in the following order • to the Interest Account in the Sinking Fund, on ;he fif- teenth day of each month, of such sums as shall be sufficient to oay one -sixth (1 /61 of the interest be- coming due on the bonds on the next semi-annual in- terest payment date to the extent that additional monies are required therein for such purpose, a co the Principal Account, on the fifteenth day of each month, of such sums as shall be sufficient to oay one - sixth (1 / 6) of the principal amount of serial bonds which will mature and become due on such semi-an- nual maturity dates and one -twelfth (1 / 12) of the principal amount of serial bonds which will mature and become due on such annual maturity dates to the extent that additional monies are required therein for such purpose. • to the Bond Redemption, Account, on the fifteenth day Of each month in each year, beginning on such date, of such amortization requirements as may be required for the payment of the term bonds payable from the Bond Redemption Account. as shall be de- termined by subsequent proceedings of the City. • to the Debt Service Reserve Account. on the fifteenth day of each month in each year, an arnount equal to the difference between the arnount on deposit in the Debt Service Reserve Account and the maximum an- nual debt service for the bonds outstanding. No pay- ments shall be required whenever the amount depos- ited therein shall be equal to the maximum annual debt service for the Series 1989 Bonds outstanding (fully funded as of September 30, 1989), $16,175,000 Certificates of Participation —During 1986, the City issued $16.175,000 Certificates of Participation, series 1986 (the "Certificates'') to finance the acquisition through August 1, 1989 of equipment for use by the Fleet Management internal service fund in providing essential City services and to reimburse the City for equipment acquired during the prior two years. The certificates represent a lim- ited and special obligation of the City and evidence undivid- ed proportionate interests in "basic rent payments"' to be made by the City pursuant to a lease purchase agreement for the acquisition and financing of the equipment. Title to all equipment purchased rests in the City. Basic rent pay- ments consist of an annual principal component and semi- annual interest components at interest rates from 4 6% to 44 90-0324 City of Miami, Florida Notes to Financial Statements 6.4% through 1992 The City is obligated to make rental payments under the lease only from funds appropriated from general revenues of the City from sources other than ad valorem taxes The obligation of the City to make rertal payments coes -at constitute an obligation of the City for which the City is obligated to levy or oledge any form of taxation H. Defeeaences of Long -Term Debt On April 1, 1989, the City sold $22.605,000 General Obligation Refunding Bonds. Series 1987, to advance refund a oornon of the $33,000,000 General Obligation Bonds dated April 1 , 1985 The outstanding balance of the Bonds refunded totaled $19,525,000 and consists of bonds outstanding at April 1 totaling $2.855,000 in Police Headauarters Improvement Bonds, $6,735,000 in Storm Sewer Improvement Bonds. $3.795,000 in Sanitary Sewer Improvement Bonds, $3,215,000 in Street and Highway Improvement Bonds and $2,925.000 in Fire Fighting, Fire Prevention and Rescue Facilities Bonds The proceeds from the Series 1987 bonds (net of approximately $912,000 in issuance costs and original issue discount) were used to purchase U S. Government Securities which were deposited in an irrevocable trust with an escrow agent to provide for all future debt service payments on the portion of Series 1985 Bonds that was refunded. As a result, the bonds listed above are considered to be defeased The issuance of refunding debt at interest rates lower than the Series 1985 bonds will cause aggregate debt service payments to be reduced by approximately $643,000 with a net present value savings of ap- proximately $515,000. In prior years, the City defeased certain outstanding general obligation and revenue bonds by placing the proceeds of the refunding bonds in an irrevocable trust to provide for all future debt service payments on the old bonds. Accordingly, the trust accounts and the defeased bonds are not included in the City's financial statements. At September 30, 1989, the followina additional outstanding bonds are considered defeased (in thousands) Parking Facilities Revenue Bonds. Series B $ 1,400 Series C 2.985 Series 1980 8,450 Parking System Revenue Bonds Series 1983 12.985 Parking Revenue Bonds: Series 1981 9,915 Convention Center and Parking Garage Revenue Bonds, Series 1980 60,000 General Obligation Bonds Firefighting, Series 1984 1,620 Housing, Series 1984 16.920 Storm Sewer Improvement. Series 1984 2,610 Street and Highway, Series 1984 6,425 45 90--0324 City of Miami, Florida Notes to Financial Statements 9. FUND EQUITY The oriy non-oroorietary City subfund having a deficit fund eauity at September 30, 1989 was the Downtown Deve!opmert Authority spec!al revenue fund, which had a deficit balance of anproximately $ 128,000 The following schedule lists the equi- ty Components of all City proprietary funds as of September 30. 1989 (in thousands) Retained Earnings (Deficit) Reserved Total Fund — for Debt Enterprise Funds: Retirement Unreserved Total Contributed Capital Equity (Deficit) _ Off -Street Parking $2,213 $ 6,493 $ 8,706 $ — $ 8,706 G&O Enterprise Fund — (882) (882) 2,076 1,194 Marine Stadium — (368) (368) 699 331 Miami Stadium -- O B S (790) (790) I 1,654 864 — range ow tadwm — 629 629 4,476 5.105 — _ Convention Center 1,846 (26.031) (24,185) 46,248 22.063 = a Marinas — 758 758 2,787 3.545 - Exhibition Center — (2,821) (2,821) 10,929 8.108 ` Golf Courses — (44) (44) 391 347 - `) Warehouse Property — 337 337 22 359 _ Parking Garage 129 (3.8311 (3.702) 634 (3,068) — Building and Zoning — (380) (380) 267 (113) Solid Waste (2,505) (2,505) 2.308 (197) Property and Lease Management — 1,043 1,043 2,287 3.330 — $4.188 $(28,392) $(24,204) $74,778 $50,574 Intemal Service Funds: `.' Fleet Management $ — $ (757) $ (757) $ 6,652 _ $ 5,895 F Property Maintenance — (1 70) (170) 273 103 = Print Shoe _ (759) (759) 178 (581) - Procurement Management 140 140 23 163 - _ ' q n mm Couications Services -- 1602, (602) 2,336 1 734 _ $ — $ (2,148) $ (2,148) $ 9,462 $ 7,314 _ See Note 11 for selected financial information regarding the enterprise funds. - i 'S 46 l .1 •r 90-0324 .._ City of Miami, Florida Notes to Financial Statements 10. SELF-INSURANCE The City maintains a Spif-insurance expendable trust fund to administer insurance activities relating ra certain propery and liability risk, group accident and health and workers' compensation. Charoes to carticioating operating departments are based upon amounts determined by management to be necessary to ,meet the required anrual payouts during the fiscal year The estimated liability for insurance claims includes estimated future liability on a case -by -case basis for all pending claims and an actuarially determined amount for claims incurred but not report- ed. The '.ong term portion of the total estimated liability, which is expected to be funded from future operations, is reflected m the General Long -Term Debt account group ("GLTD") and amounted to approximately $41,579,000 as of September 30, 1989 as follows (in thousands) Estimated Claims Payable A. Workers Compensation All workers compensaticn costs are pad from the Seif-Insurance fund, with all departments of the City assessed a charge based upon annual cash requirements. As claims are reported. they are investigated by claims personnel, and an estimate of liability on a case-bv-case bans is established The estimated hab;hties are periodically reviewed and revised as claims develop Most liabilities in this area will be payable over several years $1 7.630 B. General Coverage Departments of the City are assessed for property and casualty, including police professional liability and public official's liability, coverage based upon the cash requirements of the Self - Insurance fund and their relative share of the total risk. The City has continued to purchase certain casuaity insurance for which the premium is small in relation to the coverage provided. The City is fully insured, subject to a $100,000 deductible, for all property loss exposures, except as related to narks and recreation facilities, which are included in the City's self- insurance program. As the casualty claims are reported, they are investigated by the claims personnel and an estimate of liability on a case -by -case basis is established. C. Group Accident and Health Certain employees and retirees of the City contribute through payroll deductions or deductions from pennon payments to the cost of group benefits The remainder of the funds necessary are contributed by the City based upon the number of participants in the plan. As of September 30. 1989, the plan covered approximately 1,400 active employees, 1,100 retirees and 1.400 dependent units. Costs of the plan for the year then ended were approximately $9.7 million. The current portion of claims payable at September 30, 1989 represents payments made by the City in October and November 1989 on claims incurred on or before September 30, 1989. Total Less: current portion Long-term claims payable 47 24.539 1.410 43,579 2.000 $41,579 90-0324 City of Miami, Florida Notes to Financial Statements 11. SEGMENT INFORMATION- ENTERPRISE FUNDS OM-strast Q60 Entertartea sb"Humf convention Exhibklon QoM Parkk±p BuNdhq isti so" Prop" and L"" Perking Fund (1) canter merinaa Canter causes Oarege ZonMg Waete Menegert+er" TaW Cu'll!" assets S 3 394 S 391 S 389 $ 1 024 $ 4 3 528 S 22 S 572 S 306 S 2.334 3 2.004 S 12.368 err ac''t'es 2C94 966 1 992 4,472 /65 bin 516 752 473 4262 681 17 -a3 Net .vc'k:r7 cae'ta; 3� ID S �2-;) S � 1 303) S �3.448) $ � r,1 � S �92) 5 4141 5 420 b , 1671 $ 928) _ S � 323 Restrc;ea assets 3 3.193 3 - S13.949 S 10.152 $ S - S - S 1 642 $ - $ - _S_ S 28.946 L,�rrpnt 'ac!ot-kn ,s paV acre "or, �estrcted assets 980 39 2.440 64 - - 565 - - - 4 088 Net resinvea assets S 2.213 $ - $ i 3.910 S 7 722 b 641 $ - $ - S 1 077 _ S - $ - $ - S 24 958 P•oce-v o;art and eau"orrerr 524.203 S 1.469 $10.024 S 81.524 $16.790 $10 190 S 941 S 7.482 S 53 S t 731 S 2,007 $156 314 Torai assets S31 985 $2. 760 $24 61 1 S 93.456 $113 794 S 1 1 718 S 963 510.158 $ 360 S 4 065 S 4 0 t 1 $2^_O C82 8aras oavacie ong•ter aect -en 520.206 S - $16,021 S 64,481 $12.420 S 2.000 $ - $12.509 S - S - S - 5127 637 Conrricurea cao'tat S - 52.076 S (j.851 S 46.248 S 2.87 $10 929 $ 391 $ 634 T 267 S 2.308 S 2.287 S Tetai eta�reci earr�nas 9.706 (882) 0921 124.185) 758 (2.921) 1441 (3,7021 �380) (2.5051 1.043 24 2041 Taal eaum S 9 706 $1 194 $ 6.659 S 22063 S 3,545 S 8.'08 S 317 $ i3.068) $ 1113) S 11971 S 3.330 S5 50.574 Oceraorg revprues S 8.,505 S 7' 2 S 2.1 18 S 4 608 S 1 693 S 315 $1 266 S 660 $4 403 $ 15.675 S 2.619 S 42 674 Oeeraorg -come Oossi - cerore ^on•operanng everues ,excenses) 3 553 S 311) S 1 238) S 0 255) S 115) S 199) $ 44 $ 58 S (336) S(14 763) S 2.025 $ 15 5371 Non-oce•arng revenues - Pxperl.riPS) interest ncorre 370 11 5 ;44 44 - 10 139 - 124 12 359 merest arc I scat crarges ; 6311 i 1611 151) 4.6011 836) - - 1. 1531 - - - 8 1331 Omer - 28 5 31 11 609) - 3 - 97 105 4 002 2 669 Tctaj-on-operarng revenues _ excersesl t 261) _1221 1411 13,926) r2.4011 13 (1.'3141 97 229 4014 4sG5) Net ,ars*?•s frcm itoi other 320 2.616 541 6 - 856 133 14 054 5 2271 3 299 Net come Oossi 7 3 781 b 733) S 959) S !2.5651 $ rt 375) S -1961 $ 57 $ 100) S 106) S ,480) 3 912 3 1j1 Deorecauon exoerse S 1 858 S 143 S 577 S 1.793 $ 123 S In! $ 56 S 159 S 5 $ 60 S 6 S 5 0(_`3 Aco ions ro crooertv osant arc ec.,pment. ^et S 1 At 1 $1.128 S 994 S 189 S 5 232 S 7 158 S 9 S- S 6 S 122 $- S 16 419 Acc,Lors of cormoute:l cao,tai S - S 976 S 27 S - S - S 5.357 $ - S - S - $ 321 $ - S 6.681 inuease 'oec•ease).n .vortmg caorta) S 11 623) S (401) S 1 142 S (4471 S 464 S 174 $ 106 $ 232 $ r1011 S !2181 S 878 S 2C6 1 ) Includes operations of the Orange Bowl Warehouse Property, the Miami Stadium, the Marine Stadium and the Orange Bowi Stadium. i a 48 9U--0324 City Of Miami, Florida Notes to Financial Statements 12. PENSION PLANS A. Plan Description The City sponsors two separate defined benefit contributory pension plans under the administration and management of separate boards of trustees The City of Miami Fire Fighters' and Police Officers' Retirement Trust ("FIPO") and the City of Miami General Employees and Sanitation Employees' Re- tirement Trust ("GESE'') The plans cover substantially all City emoloyees who contribute a percentage of their base salaries or wages on a br-weekly basis. The payroll for em- ployees covered by FIPO and GESE for the year ended Sep- tember 30, 1989 was $71 6 million and $59 9 million, re- spectively, the City's total payroll was $1 49 4 million At October 1 , 1989, the date of the most recent actuarial valuation, membership in the FIPO and GESE consisted of the following: FIPO GESE Retirees and beneficiaries currently receiving benefits and terminated employees entitled to benefits but not yet receiving them 1,595 970 Current employees: Vested 725 738 Nonvested 1 , 224 1,040 Totals . 3.544 2,748 Retirement benefits are based upon a percentage (2.5% for FIPO, 2410 for GESE) for each service year of the average compensation earned over the highest tvvo years of mem- bership service. Provision has been made for additional ben- efits for longevity. Early retirement after twenty years of ser- vice is one option. Benefits for disability and death are also provided under the plans. Cary employees are required to contribute 8.5% of their sal- ary to FIPO and 8% to GESE Contributions from employees are recorded in the period the City makes payroll deductions from participants The City is required to contribute such amounts as necessary on an actuarial basis to provide FIPO and GESE with assets sufficient to meet the benefits to be paid to the participants. Contributions to FIPO and GESE are authorized pursuant to City of Miami Code Sections 40.205 and 40 230, respectively. The Cary was involved in long-standing litigation, principally related to funding of the rwo plans, which was settled under an agreement approved by the City Commission on June 13, 1985.("the Gates Settlement"). The major terms of the Gates Settlement are as follows: • Each of the two Boards of Trustees (Boards), in its discretion, may have its own employees, administra- tor: attorneys, accountants, money manager:. and other professionals. • The City's total annual contributions to FIPO and GESE beginning with fiscal year 1984/85 are e- cluired to consist of: • • Non-rivestment expenses • s Actuarial contributions for normal cost using the entry age method: a mechanism has been agreed upon to resolve possible disagreement on annual contributions by a third party •• Annual unfunded liability contributions based on a schedule that requires $5,000,000 for FIPO and $6,400.000 to GESE, respectively, for 1984i85, increasing thereafter by approximately 5% per year The total unfunded liability, including the ef- fect of certain plan improvements, was calculated to be approximately $104,500,000 for FIPO as of January 1, 1983 and $109,000.000 for GESE as of October 1 , 1982. establishing the basis for the contribution schedule. The respective unfunded ii- abiliry balances are expected to increase annually for approximately the next 9 years, until the annual unfunded liability contribution by the City exceeds the accumulated interest on the unpaid balance The currently existing unfunded liability balances are scheduled to be eliminated by the year 201 1 for FIPO and by the year 2007 for GESE • Any increase in the unfunded liability of either FIPO or GESE arising from lawful increases in benefits orovia- ed by the City unilaterally shall be amortized ,n level annual installments over the shorter of (1 1 30 years from the beginning of the fiscal year in which the change occurred, or (2) the period over which such benefit increase is expected to be paid. Any increase or decrease in the unfunded liability resulting n changes in actuarial assumptions or changes in bene- fits resulting from collective bargaining shall be amor- tized in level installments over a period of 30 years from the beginning of the fiscal year in which the change occurred. • A Cost-of-Livrng Adjustment Fund (COLA Fund) was created with a designated amount of savings gener- ated by the tax qualification of FIPO and GESE repre- senting employee contributions of 2% of salary. B. Funding Status and Progress The amounts shown below as the "pension, benefit obliga- tion" is a standardized disclosure measure of the present value of pension benefits, adjusted for the effects of project- ed salary increases and step -rate benefits, estimated to be payable in the future as a result of employee service to date. The measure is intended to help users assess the funding status of FIPO and GESE on a going -concern basis, assess progress made in accumulating sufficient assets to pay ben- efits when due, and make comparisons among employers. - 49 90-0324 City of Miami, Florida Dotes to Financial Statements The measure -s the actuarial oresent value of credited orolected benefits, and is independent of the funding method used ,a determine contributions to FIPO and GESE. The pennon benefit obligation and the estimated actuarially determined emoloyer contribution provided by the City were cal- culated by consulting actuaries based on actuarial valuations for FIPO and GESE. The more significant assumptions underlying the actuarial valuations are as follows: FIFO Assumed rate of return on investments 7 5% per annum compounded annually Salary Scale Projected salary increases of 4 5% compounded annually, attributable to inflation and additional projected salary increase up to 4 8% per year attributable to seniority/ merit. Retirement Probabilities of retiring ranging from 1% at age 40, 3.5% at age 45, 50% at age 50, to 100% at age 55. GESE Assumed rate of return on investments 7 5110 per annum, compounded annually Salary Scale Annual Rate of Age Salary Increase 20 100 25 090 30 085 35 080 40 075 50 075 60 075 Retirement Annual Rate of Age Retirement 55 200 60 100 65 200 70 1 000 Significant actuarial assumptions used to calculate the unfunded pension benefit obligations (m thousands) FIFO GESE Total Valuation Date Oct 1, 1989 Oct. 1, 1989 Pennon benefit obligation: Retirees receiving benefits and terminated members Current empioyees: Accumulated member contributions. Employer —financed vested .... . Employer —financed non -vested . . Total ..... . . Net assets available for benefits, at cost (market value is $366.200 for FIPO. $21 1,500 for GESE) Unfunded pennon benefit obligation . . 50 $ 150,400 $ 120,800 $271,200 51.500 39,300 90,800 91,900 113.800 205,700 92,1DO 28.300 _120,400 385.900 302,200 688.100 339,400 188.000 527,400 $ 46,500 $ 1 14.200 $160.700 90--0324 City of Miami, Florida Notes to Financial Statements C. Actuarially Determined Contribution Requirements and Contributions Made The funding policy for FIPO and GESE provide for oeriodic employer contributions at actuarially determined rates that, expressed as percentages of annual covered nayroil, are sufficient to maintain the actuarial soundness of the plans and to accumulate sufficient assets to pay benefits when due. Significant actuarial assumptions used to compute the con- tribution requirements are the same as those used to com- pute the pension benefit obligations as described in 8 above. FIPO Contributions are determined using the entry age normal cost method with frozen unfunded actuarial accrued liability. Contributions toward the unfunded actuarial accrued liability are based on a level percentage amortization approach, with increasing scheduled payments through the year 2011 For the year ended September 30. 1989 the recommend- ed contribution rate was 26 1 % of participating payroll, or $16,536,316 (17.6910 or $11.157,203 employer and 8 501o, exclusive of 2010 contribution to the COCA Account, or $5,379,1 13 estimated for employees), based upon an actuarial valuation performed as of October 1, 1987 The contribution requirement consists of $10,278,683 for the D. Trend Information normal cost. $5, 735.543 for the amornzavon of the un- funded actuarial accrued liability and an adoltionai $522,090 for certain expenses Contributions (excluair;g contributions to the COCA Account) made to FIPO oertam- ing to the vear ended September 30, 1989 were aooroxi- mateiv $17,147,000 GESE contributions are determined using the entry age nor- mal frozen actuarial accrued liability Contributions toward the unfunded actuarial accrued liability are based on a series of increasing scheduled amortization payments through the year 2007 For the year ended September 30. 1989, contributions ro- tating $16,074,397 ($1 1,108,648-employer and $4,965,749-employee) were accrued in accordance with actuarially determined contribution requirements, based on an actuarial valuation performed as of October 1, 1987 These contributions consisted of $6.743.438 for the normal cost, $7,800,000 for the amortization of the un- funded actuarial accrued liability, $697,266 for the amorti- zation of the change in unfunded liability due to change :n assumed rate of return on investments, and an addiTional $833. 693 for certain administrative expenses. Contribu- tions represented 26 7910 of the covered payroll (empioy- er-18 741a: employees 8%, exclusive of 2076 for COLA) Unfunded Pension Benefit (4) Obligation Employer lip Unfunded as a Contributions Net Assets (2) (3) Pension (5) Percentage as a Available for Pension Percentage Benefit Annual of Covered Percentage Fiscal Year Ended Benefits, at Benefit Funded Obligation Covered Payroll of Covered September 30 Cost Inots A) Obligation (1)/(2) 12)--11) Payroll (4)/(5) Payroll FIPO 1989 $339.4 $385.9 88% $ 46.5 $71 6 65% 17 6% 1988 304.4 357 9 85% 53.5 65.4 82% 18.0% 1987 283.6 335.7 84% 52 1 633 82% 23.0% GESE 1989 $188.0 $302.2 62% $1 14.2 $59.9 191 % 18 7% 1988 172.5 302.6 57% 130.1 59.3 219% 210% 1987 165.8 286.0 58% 1202 60.2 200% 21 0% Due to the long-standing litigation mentioned in Section A of this Note, there had been, in prior years, significant differ- ences in the actuarially -determined liabilities and funding re- quirements as calculated by the City and the two Trusts. Therefore, historical trend information rega,ding the pen- sion benefit obligation is not currently available. The City shall compile such information on a prospective basis. Se- lected 10 year historical financial information is provided in 51 the separately issued financial statements for FIPO and GESE. The City maintains a Pension Administration trust fund (ex- pendabie trust fund), which charges each department of the City and other governmental contributors their respec- tive share of estimated pension plan contributions. Substan- tially all amounts charged were to the general fund, and the 90-0324 City of Miami, Florida Notes to Financial Statements remainder to various other funds, orinoapally enterprise and ,nterna! service The Pension Administration trust fund then disburses the actuarially determined required contributions to the pension trust funds E. Department of Off -Street Parking The Department of Off -Street Parking (the ''Department") enterprise fund is the sponsor of a single employer defined benefit pension plan which covers all of the Department's eligible full-time employees including employees within the facilities managed by the Department. As of October 1 , 1989, the Department s pension benefit obligation totaled approximately $1 ,419,000 The actuarial value of assets available for plan benefits totaled approximately $1,442,000 For the year ended September 30, 1989, ac- warially determined employer contributions and overall con- tribution requirements were met under the plan. Refer to the Department's pension plan financial statements for ad- vional information regarding the pension plan F. Special Benefit Plana In addition to the deferred compensation plan oescnbed in Note 2(N), certain executive employees of the City are al- lowed to join the ICMA Retirement Trust's 401(a) plan This defined contribution deferred compensation plan, which covers governmental employees throughout the country, is governed by a Board of Directors responsible for carrying out the overall management of the organization, including investment administration and regulatory compliance. Membership for City of Miami employees is limited by the City Code to specific members of the City Clerk, City Man- ager, and City Attorney's offices. Department Directors, As- sistant Directors, and other executives. To participate in the plan a written trust agreement must be executed, which re- quires the City to contribute 8% of the individual's earnable compensation, and the employee to contribute between 5% to 10% of salary. Participants may withdraw funds at re- tirement or upon separation based on a variety of payout options. The following information relates to the City's par- ticipation in this plan (in thousands): Total current year oavroll for all employees $ 149,369 Current year payroll for empioyees covered in the plan 2,093 Current year employer contribution at an 8% rate 167 In addition to coverage under the FIPO Pension Plan, City of Miami fire fighters and police officers are members of sepa- rate non-contributory money purchase benefit plans estab- lished under the provisions of Florida Statutes, Chapters 52 175 and 185, respectively These two olans are funded solely from the proceeds of certain excise taxes !ev,ed by the City moosed upon property and casualty insurance cov- eraae within the City limits This tax, which is collected from insurers by the State of Florida, is remitted direct!, by the City to the plans' Boards of Trustees As long as the mini- mum benefit provisions of Statute Chapters 1 75/ 185 are met by FIPO, the City is entitled to levy such excise taxes sole!y for the use of the money purchase benefit plans The City is currently under no obligation to make further contri- but:ons to the plans The total of such excise taxes received from the State of Florida and remitted to the plans was ao- proximately $4, 716.000 for the year ended September 30, 1989 Benefits are allocated to the participants based uoon their service during the year and the level of funding re- ceived during said year. Participants are fully vested after nine years of service On termination of service, a partici- pant may elect one of three options to receive a lump sum payment, or five substantially equal payments or not less than 10% the first year and the remainder any way over the next four years The total must be paid out within five years G. Post -Employment Health Care Benefits In addition to providing pension benefits, the City offers to its retirees comprehensive medical coverage and life bene- fits through the City's self insured plan. Substantially a!I of the City's general employees and firefighters may become eligible for those benefits when they reach normal retire- ment age while working for the City. As indicated in Note 10c, 1,100 of the 3.900 participants are retirees Cost of the plan foi active employees. dependents and retirees for fiscal year 1989 approximated $9 7 million. 13. COMMITMENTS AND CONTINGENCIES Capital Improvement Program The City's Capital Improvement Ordinance identified ongo- ing and future projects totaling $297 million. Major P.mpha- sis is placed on maintaining and expanding the C:ty's infra- structure. The greater effort is directed to public facilities. street improvement, park tacihties, storm sewers, and sani- tary sewers. The community redevelopment projects are designed to assist in neighborhood revitalization and the ex- pansion of the City's economic base. A functional distribu- tion of the capital improvement ordinance and funa!ng sources, excluding projects financed by the Department of Off -Street Parking and the Miami Sports and Exhibition Au- thonty follows (in thousands) 90-•-0324 E City of Miami, Florida _ 'x Notes to Financial Statements Functional Category Amount Southeast Qvertown/P Rrk West _ Parks $ 41,245 The Southeast Overtown/Park West redevelopment oro- General Government Sanitary Sewers Street Improvements Parkina Facilities Community Redevelopment Marinas Housing Storm Sewers Stadiums Fire Police Exhibition Centers Economic Development Solid Waste Mass Transit Total Capital Improvement Program 40,69E 27,418 26, 209 21.757 21,080 19,360 18,9,7 17,243 17.102 16,253 15.406 8,116 3,737 2.495 232 $297, 266 Proposed Sources of Funding_ Amount City General Obligation Bonds $1 1 1,024 Revenue and Special Obligation Bonds 93.405 Interest Earnings and Other 53.722 258,151 Non -City Federal Grants 29.872 Private and Developer Contributions 5,809 State Grants 3,434 39,115 Total Funding $297,266 During fiscal year 1989. the City's Department of Public Works was monitoring 69 construction projects in progress or awaiting final approval with budgets totaling approxi- mately $1 10 million in costs. The most significant of these public works projects were: • Police Substatons—two distnct substations are be- ing funded by an appropriation of $10 million in police facilities general obligation bonds. • Neighborhood Parks Renovation Program —over twenty parks are being renovated throughout the City at a total cost in excess of $9 million. Funding for the program is provided ; a $4.4 million loan proceeds from the Sunshine State Governmental Financing Commission and other discretionary City funds. • Bayfront Park Redevelopment —A $20 million down - low,. waterfront park redevelopment project. Major funding sources include $6.8 million in federal grants, $4 4 million in Sunshine State Governmental Financing Commiss­n loan proceeds, $3 million - from the new port bridge land sale, $1.8 million in pri- vate sector contributions, and $1.3 million direct ap- propriations from the State of Florida. 53 gram entails the redevelopment of 200 acres of prime real estate, adjacent to the central business district. for new res- idential and commercial activity. The general redeveloo- ment concept for the project area is the provision of a wide range of housing opportunities with su000rting commercial uses to serve the area's future pooulation. By the end of the century the project area is envisioned to have the caoacity to support over 9,000 residential units and over one million square feet of commercial space. The City of Miami has been delegated limited redevelopment powers for the irn- plementation of the redevelopment plan. Public sector in- volvement will focus on land acquisition, resident relocation, demolition, project marketing, infrastructure improvements and construction and, in some instances, the provision of "gap" financing. It is estimated that private investment will exceed $1 0 billion during the next 20 years. Phase I devel- opment started in the fall of 1988 with an initial 1.140 units Public infrastructure, including utilities, is being con- structed simultaneously with private development. Total public investment in Phase I exceeds $58 million of which approximately $21 1 million is included in the City's capital improvement ordinance. New private construction in the amount of $200 million is planned over the next five years for a total of 1.900 residential units and 250,000 square feet of commercial space. Miami Sports and Exhibition Authority Construction was completed in 1988 on the Miami Arena (''Arena"), a sports/exhibition facility seating approximately 15,600 Under the terms of the Miami Arena Construction Funding Agreement between the Miami Sports and Exhibi- tion Authority (MSEA) and the private developer ("Decoma''), funding for the construction costs of approxi- mately $48,060,000 was provided by proceeds from the $38 million special obligation bonds issued by MSEA, an in- itial contribution of $4.7 million from MSEA, and a contribu- tion of approximately $7. 1 million from Decoma. The Arena was constructed on land leased from the City pursuant to a Land Lease Agreement between the City. MSEA and Decoma for an initial term of 52 years with the sole option of the City to renew, upon request of MSEA, for any increment of years up to 47 years, at an annual rental of $300.000 for the first 30 years, subject to market adjust- ment thereafter. Under the terms of the Miami Arena Con- tract (the "Contract"), the operations of the Arena shall be managed by Decoma, or designee, (Operator) for a term of 32 years plus two ten-year renewal options. The contract 90-0324 City of Miami, Florida Dotes t0 Financial Statements calls for an allocatior' of -et coeratincl income and seat user c"arges (S 75 per 'lcket sales) as feilows Net 0persting Income Operator MSEA Uo to $1.750.000 57 5% 42 5010 $1 ,750,000 to $3,500,000 45 0 550 Over $3.500,000 400 600 Seat User Charge Uo to $1,350,000 Over $1,350,000 75.0% 25 0% 50 00% 500116 Operating deficits are to be funded by amounts held in MSEA's maintenance fund, which held approximately $1 8 million at September 30. 1989. and by amounts provided by future Arena operations to be deposited in a replacement fund maintained by the Operator. which is intended to pro- vide for capital improvements. Decoma will provide 1 4910 of operating losses after first exhausting reserves, in years Mien she operating revenues are less than operating ex- oenses Arena operating expenses shall include $50,000 each year, increased to $150.000 each third year, as a contribution out of operating income to the replacement fund Decoma will incur liability for operating losses result- ing from operating expenses more than 1 15% of approved budget for such year MSEA will review annual Arena oper- ating budgets and will review pro forma operating state- ments As more soecifically described in Exhibit D to the contract, in the event of an operator default, MSEA is required to pay a termination fee to the Operator equal to the greater of (al the Operator's private capital contributed to the project or lb) an amount equal to 7 5 times the Operator's best in- come year Subject to the limitations in Exhibit D of the con- tract, such termination fee may be reduced based upon ei- ther the timing of the termination by MSEA or the severity of the Operator default MSEA's contribution to offset the Arena's operating loss for the fiscal year ended September 30, 1989, was approxi- mately $485,900. MSEA's allocated portion of seat use revenues was approximately $241,400. Both the seat use revenues and the operating loss have been recorded in the Miami Sports and Exhibition Authority special revenue fund. Under an agreement dated May 20, 1988 between MSEA and the Miami neat Limited Partnership (the "Heat"). a major tenant of the Arena, MSEA has agreed to reimburse the Heat for certain excess insurance and utilities expenses paid to the Operator Such reimbursements shall be limited, in any fiscal year. to the amount of net revenues from Arena operations allocable to MSEA plus MSEA's allocated share of seat use revenues. No such reimbursements were re- quired for the year ended September 30, 1989, as the Heat's occupancy of the Arena began in October 1989. The Dade County Property Appraiser sent the Arena's op- erator a notice of proposed property taxes for the tax year 1989 to be levied on the Arena, and certain tangible oer. sonal property The total proposed taxes, which normally would have been due and payable November 1, 1989 are alooroximately $1 3 million The Operator Bled a petition for exemption from ad valorem taxation and in addition, con- tested the assessed valuation The outcome of these issues cannot be determined at this time, but any such outcome would not affect the amounts reported in the accompanying financial statements The tax levy if upheld wood be includ- ed in the calculation of the Miami Arena income or loss to be allocated between the Authcrity and the Operator under the orovisions of the Miami Arena Contract in 1990 and thereafter MSEA's principal source of revenue is from the City's allo- cated portion of a three (3) percent Convention Develop- ment Tax levied by Dade County. Florida. On March 6, 1990 the County Administration recommended to the Board of County Commissioners that the County should transfer to the City and MSEA only those portions of the Convention Development Tax that are necessary to fund debt service and related costs with an additional amount limited to a predetermined cap which would be used by the C,ty to help defray costs of staffing the Authority and certain costs associated with its Miami Arena Contract A limitation in MSEA's receipt of convention development taxes could impact its ability to fulfill its obligation under the Miami Are- na Contract Such a limitation, might inhibit MSEA's ability to fulfill its obligations under the Arena's Contract and to pursue new projects. The County and City have estaolrsned a joint committee to address the matter The Board of County Commissioners has deferred any action on the County Administration's recommendation pending the re- sults of the joint committee process. G & O Enterprise Fund The Maurice Gusman Cultural Center and hc Olympic Building whose operations are accounted for under the G & O enterprise fund, incurred operating losses before de- preciation for the fiscal years 1989 and 1988 of $190,647 and $87.998, respectively The City has in prior years funded the operating losses net of interest earnings. During recent years decreasing Olym- pia Building rental income has resulted in increasing operat- ing losses. The viability of this enterprise fund is dependent upon increased public support for the Gusman Cultural Center, a reduction in operating losses for the Olympia Building and continued limited financial support by the City. Litigation There are a number of claims and lawsuits outstanding against the City, ansing principally from personal injuries in- curred on City property, for which liability of $41,579,000, including an actuarially -determined portion for claims in- curred but not reported, was recorded in General Long- 54 90 --0324 City of Miami, Florida Notes to Financial Statements Term Debt as of September 30. 1989, as described in Note 12 AT&T Communications of the Southern States. Inc has Ned n Circuit Court a complaint against the City for the re- fund of an alleged overoavment of public service taxes in the amount of S 1,602.510 during fiscal years 1987 and 1988 The City Attorneys Motion to Dismiss has been de- nied by the Court The City intends to obtain a Writ of Prohi- bition from the Court of Appeal at this time. The ultimate outcome of this claim cannot presently be determined. Ac- cordingly, the City has not recorded a liability for this contin- gency. 14. SUBSEQUENT EVENTS On October 12, 1989, the City issued S t 4.960.000 !n Tax Anticaoation Notes. Series 1989, to cav for aoprooriations made by the C.ryfor the fiscal year ending September 30. 1990. in antrc.pavon of the receipts of ad valorem taxes to be collected durinq the fiscal year The notes were Issued at the rate of 6 75%. General Fund ad valorem taxes are being transferred in the new fiscal year to a ''Note Fund'' until bal- ance of the ''Note Fund" equals the principal ano interest due on the Notes at maturity on September 28. 1990 55 90--4324 THIS PAGE INTENTIONALLY LEFr BLANK r M • 57 ti:1 ! THIS PAGE INTENTIONALLY LEFT BLANK 58 90--0324 GENERAL FUND GENERAL FUND —to account for resources traditionally associated with government which are not required legally or by sound financial management to be accounted for in another fund. 59 90-0324 THIS PAGE INTENTIONALLY LEFT BLANK CITY OF MIAMI, FLORIDA GENERAL FUND COMPARATIVE BALANCE SHEET SEPTEMBER 30, 1989 (in thousands) ASSETS Equity in pooled cash and investments Receivables. Taxes Accounts Due from other funds Due from other governments SCHEDULE A-1 1989 1988 $ 7,225 $ 5.714 832 1.662 2,607 2,520 3,649 3,171 1 997 1 976 Other assets 197 132 Total assets $16,507 $15.175 LIABILITIES AND FUND BALANCES Liabdrtjes Vouchers and accounts payable Accrued expenses Due to other funds Deferred revenue Deposits . Total liabilities Fund balances. Reserved for encumbrances Unreserved. Designated for subsequent year"s expenditures and approved projects Undesignated Total fund balances Total liabilities and fund balances 61 $ 3,625 $ 1.448 4,229 3,609 162 44 2,457 2.503 729 591 1 1.202 8.195 819 1,162 — 3,500 4,486 2.318 5,305 6.980 $16,507 $15,175 90---0324t CITY OF MIAMI, FLORIDA GENERAL FUND SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE —BUDGET AND ACTUAL --BUDGETARY BASIS YEAR ENDED SEPTEMBER 30, 1989 (in thousands) 1989 Revenues Taxes: Prooeriv tax collections including penalties and interest Business and excise taxes SCHEDULE A-2 Variance Favorable Actual Budget Actual (Unfavorable) 1988 $ 94.807 $ 94,001 17,898 17,557 112.705 1 111,558 $ (806) (341 (1,147) $ 89,396 20,084 109.480 Licenses and oermits. ;( Business licenses and permits 8,016 6,256 (1,760) 6,326 -, ,, Construction permits 75 74 (1) 73 — 8,091 6,330 (1 , 761) 6.399 Intergovernmental. - i State revenue sharing 10.874 10,873 (1) 1 1,187 Sales taxes 15,347 15,407 60 15,623 =` a Court fines 2.106 2,316 210 2,437 Other 1.194 1.142 (52) 978 29,521 29,738 217 30.225 Intragovernmental Engineering services and other 2,451 2.720 269 3.237 Charges for services. Public safety 1,765 1.940 175 1.226 =_ Recreation . 843 557 (286) 364 Other 726 800 74 58 _ 3,334 3,297 (37) 1,648 = Interest 1.790 1,822 32 1.783 _ `.� Other revenues 2,048 1,574 (474) 1,229 -'` Total revenues 159,940 157.039 (2,901) 154,001 ,Y Continued ''A ,i = f _ f 62 — 90--0324 SCHEDULE A-2 (contlnee+d) 1989 Variance Favorable Actual Budget Actual (Unfavorable) 1988 Expenditures General government Mayor and commission $ 1,124 $ 1,099 $ 25 $ 1,020 City manager 1,551 1,510 41 1.511 City clerk 789 719 70 816 Budget 1,475 1,384 91 2,045 Finance 3,263 3,074 189 3.397 Leaal 3,242 3,213 29 3,017 Cavil service 268 266 2 241 Personnel management 1,700 1,681 19 1.594 Internal audit 978 889 89 1,260 Computers 5,623 5,639 (16) 5,424 20,013 19,474 539 20.325 Public safety Police 78,231 77,901 330 73.177 Fire 41,787 40,962 825 38.775 120.018 1 18.863 _ t , 155 1 1 1.952 Public improvements: Public works 8,589 8,149 440 8.575 Development . 1.026 1,015 11 1,748 Community development 860 502 358 1,034 Planning and zoning boards 1,631 1,484 147 1,485 12,106 11.150 956 12,842 Culture and recreation 10,854 10,760 94 10,369 Other - Employee benefits 1,884 1,904 (20) 1,705 Special programs 699 600 99 671 Intragovernmental charges 3,672 3,210 462 2.762 Miscellaneous 10,352 10.285 67 5.585 16.607 15.999 608 10.723 Debt service: Principal retirement . 169 169 - - Interest and fiscal charges 514 627 (1 13) •- 683 796 ( 1 131 13) - Capital outlay -lease purchase.. - 5,769 (5,769) - Total expenditures 180,281 182,811 (2,530) 166.211 Deficiency of revenues over expenditures ..... .......... (20,341) (25,772) (5,431) (12.210) Other financing sources and (uses): Operat:ng transfers in 37,591 34,304 (3.287) 27,663 Operating transfers out (17,250) (15,633) 1,617 (20,363) Proceeds from capital lease. - 5,769 5,769 - Total other financing sources (uses) ..... .... ... 20,341 24,440 4,099 7,300 Excess (deficiency) of revenues and other financing sources over expenditures and other financing uses .. $ - (1,332) $(1 .332) (4,910) Fund balance at beginning of year .... ..... ... 5,818 10,228 Equity transfers from other funds ............... .... ... - 500 Fund balance at end of year -budgetary basis. . 4,486 5.818 Reconciliation to GAAP basis: Encumbrances ... 819 1,162 Fund balance at end of year-GAAP basis ......... ....... $ 5,305 $ 6.980 63 90-0324 THIS PAGE INTENTIONALLY LEFT BLANK 64 SPECIAL REVENUE FUNDS Special revenue funds are used to account for specific revenues that are legally restricted to expenditure for particular purposes. MIAMI SPORTS AND EXHIBITION AUTHORITY —to account for the administrative operations of the Authority which was established to develop and promote sports and exhibition facrlmes and activities in the City. The Authority's operations are principally financed by proceeds from a convention development tax. DOWNTOWN DEVELOPMENT AUTHORITY —to account for the general operations of the Authority which was established to develop and revitalize the downtown area. The Authority's operations are principally financed by a special ad valorem tax levy. RESCUE SERVICES —to account for the proceeds of an excise tax that are restricted to expenditures which supplement the City's emergency fire rescue operations. COMMUNITY DEVELOPMENT —to account for the proceeds from the federal government under the Community Development Block and Urban Development Action Grant Programs. CABLE T.V.—to account for the proceeds of the cable television franchise fee that are restricted to expenditure for cable T.V. oversight management and certain law enforcement purposes. LAW ENFORCEMENT FUND —to account for confiscated monies awarded to the City under State Statutes to be used for law enforcement related expenditures. METRO-DADE TOURIST TAX —to account for the proceeds of a resort tax that are restricted to expenditures related to the tourism industry. STORM SEWER WATER FUND —to account for all fees and charges collected for the operation and maintenance of the stormwater management system and the funding of poliutron abatement devices of said system. PUBLIC SERVICE TAX FUND —to account for the utility service tax levied on purchases of public utility services. OTHER FUNDS —to account for miscellaneous revenues from federal and state governments and other sources that are restricted to expenditure for specific current operating purposes. 65 90--0324 THIS PAGE INTENTIONALLY LEFT BLANK 90-0324 THIS PACE INTENTIONALLY LEFT BLANK m CITY OF MIAMI, FLORIDA a SPECIAL REVENUE FUNDS COMBINING BALANCE SHEET SEPTEMBER 30, 1989 with comparative totals for September 30, 1988 _ (in thousands) Miami — Sports & Downtown ' Exhibition Development Rescue Community Cable = Authority Authority Services _Development Y.Y. _ — ASSETS Equity in pooled cash and investments $ — $ — $ 38 $ - $ 397 Other cash and investments 2.397 25 - 4ccounts receivable 539 25 113 - - '1 Due from other funds 51 63 - - — ':. Due from other governments — — — 2.501 - = Other assets Restricted cash and investments, including accrued interest Total assets LIABILITIES AND FUND BALANCES Liabilities Deficit in pooled cash and investments Vouchers and accounts payable Accrued expenses (principally salaries) Due to other funds Deferred revenue Deposit refundable Payable from restricted assets Claims and other payables Total liabilities Fund balances - Reserved Unreserved. Designated Undesignated Total fund balances Total liabilities and fund balances .... . — 31 — 1 — 1.808 — — — — $ 4.795 $ 144 $ 151 $ 2.502 $ 397 348 161 18 481 15 — 11 108 42 4 200 100 — 1.898 - - 513 — -- — — 1,061 272 126 2,502 19 1,209 19 — 2,258 — — — — 267 (147) 25 — 378 3,734 (128) 25 — 378 $ 4.795 $ 144 $ 151 $ 2,502 $ 397 m 90-0324 Law Enforcement Public Metro -Dade Storm Sewer Service Other Totals Fund Tourist Tax Water Fund Tax Fund - Funds 1989 1988 $ 3,420 $ 21 $ - $ - $ 1,640 $ 5.516 $ 7,329 - - - - - 2,422 816 - - - 2,543 137 3,357 3,339 - - - - 1,898 2.012 12 - - - - 1,703 4,204 6.639 - - - - 10 42 42 - - - -- - 1,808 1 .9 71 $ 3,420 $ 21 $ - $ 2,543 $ 5,388 $19,361 $20.148 $ - $ - $ - $ - $ - $ - $ 4,366 71 - - -- 2.295 3,389 2.680 2 - - - 39 2C6 235 - - - 2.000 80 4,278 3.357 - - - - 24 105 - - - - - 287 287 568 - - -- - - 513 178 - - - - 13 13 - 73 - -- 2,000 2.738 8,791 11,384 - - -- - - 1,228 1,793 - -- - - -- 2,258 1,604 3,347 21 - 543 2,650 7,084 5,367 3.347 21 - 543 2,650 10,570 8,764 $ 3,420 $ 21 $ - $ 2,543 $ 5,388 $19,361 $20,148 9.1 SCHEDULE 8-1 90-0324 az CITY OF MIAMI, FLORIDA SPECIAL REVENUE FUNDS -_ - COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES _ YEAR ENDED SEPTEMBER 30, 1989 with comparative totals for year ended September 30, 1988 (in thousands) Miami — Sports & Downtown Exhibition Development Rescue Community Cable e Authority Authority Services Development T.V. - Revenues: -j; Property taxes $ — $ 1,354 $ — $ — $ --- Business and excise taxes — — 1.329 — 660 — Intergovernmental — — 27 14,203 — =''a Interest 308 9 15 423 190 "! Other 258 73 10 684 — = 1 Total revenues 566 1,436 1,381 15,310 850 �- ' Expenditures. - - Public safety — — 1,997 — — Grants and related expenditures — — — 7,576 — s '>? Economic development — 1,551 :- Other 1.394 — — — 368 Total expenditures 1.394 1,551 1,997 7.576 368 Excess (deficiency) of revenues over expenditures 1828) (1 15) (616) 7,734 482 777 Other financing sources (uses) Operating transfers in 1,884 — 370 — — `- 1 Operating transfers out (200) — — (7,734) i542) - Total other financing sources (uses) 1,684 — 370 (7.734) (542) _.. 1 Excess (deficiency) of revenues and other financing sources over expenditures and other financing uses 856 (1 15) (246) — (60) Fund balances (deficits) at beginning of year 2,878 (13) 271 — 438 Equity transfers from other funds — — — — — ;; _ Eawty transfers to other funds — — — — - - ` Fund balances (deficits) at end of year .. ..... $ 3,734 $ (128) $ 25 $ — $ 378 70 90--0324 Law Enforcement Metro -Dade Storm Sewer Public Service Other Totals Fund Tourist Tax Water Fund Tax Fund Funds 1989 1989 $ - $ - $ - $ -- $ - $ 1.354 $ 1,332 - - 2.705 28,365 376 33,435 29.461 1 .316 1,375 - - 14,246 31,167 21,849 179 - - 55 78 1,257 696 - - - 14 1 ,01 2 2,051 2.899 1,495 1.375 2.705 28.434 15,712 69,264 56,237 697 - - - - 2,694 2,293 ._.- - - - 17,247 24,823 16,847 - - - - - 1.551 1.673 - 643 - - 2,122 4,527 7.191 697 643 - - 19,369 33,595 28,004 798 732 2.705 28,434 (3.657) 35.669 28.233 _-_ - - - 4.169 6,423 6.058 - ~- (711) (2,705) `(2,705) (27,891) (503) (40,286) (34,032) (711) (27,891) 3.666 (33.863) (27,974) 798 21 - 543 9 1,806 259 2,549 - - -- 2,641 8,764 6,826 - -• - - - - 2,179 - - - - -- - (500) $ 3,347 $ 21 $ -- $ 543 $ 2,650 $10,570 $ 8,764 71 SCHEDULE B-2 90-0324 Am SCHEDULE 8-3 Rescue Services community bevelopmont cable T.V. Variance Variance Variance Favorable 1988 Favorable 1988 Favorable 1988 a Budget Actual (Unfavorable) Actual Budget Actual (Unfavorable) Actual Budget Actual (Unfavorable) Actual $ — $ — $ — S — 3— $— $— -- t .357 t .329 128) 1.314 — — — — 415 660 245 241 — 27 27 — 21.989 14.203 (7,7861 16,928 — — — — _ 21 15 (6) 15 — 423 423 14 485 190 (295) 167 -% 27 10 (1 7) 9 _— 684 684 505 — — — — - ">a 1 405 1.381 �24) 1,338 21 989 15,310 !6 679) 17.447 900 850 (50) 408 2.025 1,997 28 1.908 — — — — — — — - - — -- — 18.002 7.576 10.426 — -- — — — — _ — — — — — 15.036 358 368 (10) 609 —_ ''- 2.025 1,997 28 1.908 18.002 7 �,76 10.426 15,036 358 368 '0'' 6C9 i620) (6161 4 1570) 3.987 7.734 3,'a7 Z•a1t 542 482 60) 201) =- --- -- 620 370 (250) 596 — — — — — — — — ' — — —_ — 3.987) (7,7341 (3.7471 (2.4111 1542) 1542) — 6001 620 370 (2501 596 (3,987) (7.734) (1747) Q.411) 1542) (542) — _ ;600) i $ — (246) $ 1246) 26 $ — -- $ — — $ — 160) $ i60) (801) - 271 245 — — 438 1.239 $ 25 $ 271 $ — $ — $ 378 $ 438 I ; Cannnued -- 73 _ 90-0324 CITY OF MIAMI, FLORIDA MIAMI SPORTS AND EXHIBITION AUTHORITY, DOWNTOWN DEVELOPMENT AUTHORITY, RESCUE SERVICES COMMUNITY DEVELOPMENT, CABLE T.V., LAW ENFORCEMENT FUND, MFTRO DADE TOURIST TAX, STORM SEWER WATER FUND AND PUBLIC SERVICE TAX SPECIAL REVENUE FUNDS COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES --BUDGET AND ACTUAL --BUDGETARY BASIS YEAR ENDED SEPTEMBER 30, 1989 with comparative actual amounts for year ended September 30, 1988 (in thousands) Miami Sports and Exhibition Authority Downtown Development Authority Variance Variance Favorable 1988 Fevorable 1988 - Budget Actual (Unfavorable) Actual Budget Actual (Unfavorable) Actual — Revenues Property taxes $ — $ — $ — $ — $ 1.490 $ 1.354 $ (1361 $ 1 332 - = Business and excise taxes — -- — — — — — — Intergovernmental — — — — — — — — - Interest — 328 328 153 9 9 1 15 Other — _ — - _— 18 173 155 18 - Total revenues — 328 328 153 1 516 1,536 _ 20 1 365 Expenditures Public safety — — — — — — -- — =;.`, Grants and -elated exoenditures — — — — — — — — _ Economic deveiopment — — — — 1.916 1.5246 10) 1 673 Other 745 731 14 636 — — — - -'' Total expenditures 745 731 14 636 1.516 1 526 (10) 1 673 - Excess ideficiency) of revenues over expenditures 1745) _ (403) 342 483) - 10 10 _ 3081 Other financing sources (uses) e - Operating transfers in 745 1.884 1,139 1.656 - - - — Operating transfers out — (200) 12001 (7241 - -- - — _ Total other financing sources (uses) 745 1.684 939 932 - - - - Excess (deficiency) of revenues and other _- -. i! financing sources over expenditures and other financing uses $ — 1,281 $ 1 281 449 $ - 10 $ 10 (308) - Fund balances (deficits) at beginning of year 3,025 397 (13) 295 e EQuiry transfers in — 2,179 - _ - -, Fund balances (deficits) at end of year $ 4.306 $ 3.025 $ 13) $ 113) 72 9o­032A CITY OF MIAMI, FLORIDA MIAMI SPORTS AND EXHIBITION AUTHORITY, DOWNTOWN DEVELOPMENT AUTHORITY, RESCUE SERVICES COMMUNITY DEVELOPMENT, CABLE T.V., LAW ENFORCEMENT FUND, METRO DADE TOURIST TAX, STORM SEWER WATER FUND AND PUBLIC SERVICE TAX SPECIAL REVENUE FUNDS COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES --BUDGET AND ACTUAL —BUDGETARY BASIS YEAR ENDED SEPTEMBER 30, 1989 with comparative actual amounts for year ended September 30, 1988 (in thousands) Law Enforcement Fund _ Metro dads Tourist Tax Variance Variance Favorable 1988 Favorable 1966 Budget Actual (Unfavorable) Actual Budget Actual (Unfavorable) Actual Revenues Propertv taxes $ — $ — S — $ — $ -- $ — $ — $ — Business and excise taxes — — — — — — — — Intergovernmental 3.582 1.316 (2.266) 1.073 1.200 1.375 175 1 387 Interest 326 179 (1471 115 — — — — Other — — _ — — — — — Totai revenues 3,908 1,495 (2.413! 1 188 1,200 1 375 175 1 387 Expenditures Public safety 3,908 697 3.21 1 385 - - - — Grants and related expenditures — — — — — — — — Economic aeveiopment — — — — — — — — Cther — — —_ — 585 643 (58) 336 Total experditures 3,908 697 3 21 1 385 585 643 58) 336 Excess +clef ciency) of revenues over expenditures — 798 798 803 616 732 17 1 C5I Other financing sources (uses) Operating transfers in — — — — — — — — Oceranng transfers out — — (1 76) 1615) 17 l 1 1 (96) (1 051 % Total other financing sources luses) — — — (1 761 (615) (71 1) I96) 1 0511 Excess (deficiency) of revenues and other financing sources over expenditures and other financing uses $ — 798 S 798 62.7 S - 21 S 21 — Fund balances (defic.ts) at beginning of year 2,549 1,922 - — EQuity transfers in — — — — Fund balances (deficits) at end of year S 3.347 S 2.549 $ 21 S - 74 90-0324 SCHEDULE 8-3 (contfnt/Rd) Storm Sewer Water Fund Public Service Tax Fund Total Variance Variance _ Variance Favorable 1988 Favorable 1988 Favorable 1988 Budget Actual (Unfavorable) Actual Budget Actual (Unfavorable) Actual Budget Actual (Unfavorable) Actual - $ - S - S - - $ - $ - $ - $ 1.490 $ 1.354 S (136) $ 1 .332 4.000 2.705 (1,295) - 27.822 28.365 543 27.906 33.594 33.059 1535) 29.461 - - - - - - - - 26,771 16.921 !9.950) 19.388 - - - - 55 55 - 114 895 1.199 304 593 - - - - 4 14 10 - 49 881 832 532 4.000 2 705 1 2951 - 27 881 28,43a 553 28,020 62.799 53.414 9.385( 51 3C6 - - - - - - - - 5.933 2.694. 3.239 3.966 - - - - - - - - 18.002 7 57C, 10.426 - - - - - - - - - 1.516 1 526 (10) - - 153 1.688 1 742 54) 16.77C - - - - - 153 27,139 13 538 13.601 20.736 4 000 2,705 ! 1 295) - 27.881 28,434 553 27.867 35.660 39.875 4 216 30. - - - - - - - - 1.365 2.254 889 2.252 4,0001 (2.705) 1.295 - 127 881) (27,891) (10) (27,946) 137.025) (39.783) (2 758) 32.908i (4.000) (2.705) 1,295 - (27 881) 12.7.891) (10) (27 946) (35.660) 137 5291 1 969) (30.656) $ - - S - - --� $ - 543 $ 543 (79) $ - 2.347 S 2.347 186) - - -- 79 6.270 4.177 - - - - - 2.179 $ - $ - $ 543 $ - $ 8.617 S 6.270 75 90--0324 THIS PAGE INTENTIONALLY LEFT BLANK m i R>f ;. _. The debt service funds are used to account for the accumulation of resources and payment of general obligation bond principal and interest from governmental resources and special obligation bond principal and interest from pledged revenues when the government is obligated in some manner for the payment. GENERAL OBLIGATION BONDS —to account for monies for payment of principal, interest, and other costs related to various issues of long-term general obligation bonds. Debt service is financed primarily by an ad valorem tax. MSEA SUBORDINATE OBLIGATION DEBT --to account for the payment of principal, interest and other costs related to the Subordinate Obligation Note. The Note is collateralized by the convention development tax proceeds, but on a basis subordinate to the Floating/Fixed Rate Special Obligation Bonds, Series 1985. MSEA SPECIAL OBLIGATION BONDS —to account for monies for payment of principal, interest and other costs related to the MSEA Special Obligation Bonds, Senes 1985. Debt service is financed through proceeds from the convention development tax. OTHER SPECIAL OBLIGATION BONDS —to account for monies for payment of principal, interest and other costs related to the Special Obligation Housing Bonds, Series 1986A. 77 %0-0324 THIS PAGE INTENTIONALLY LEFT BLAND 78 SCHEDULE C-1 >t CITY OF MIAM1, FLORIDA =s DEBT SERVICE FUNDS - 'F COMBINING BALANCE SKEET SEPTEMBER 30, 1989 =-- with comparative totals for September 30, 1988 (in thousands) _ MSEA MSEA Other General Subordinate Special Spacial _ Totals 4' Obligation Obligation Obligation Ob it gation :- Bonds Debt Bonds Bonds 1989 1988 - ASSETS -`� Equity in pooled cash and investments $ 5,238 $ — $ — $ 226 $ 5.464 $ 5.009 Receivables Taxes. 208 — 338 56 602 852 - Assessment liens 4,067 — — — 4.067 5,237 Due from other funds — — — — — 1 Al Restricted cash and investments — 143 7,828 122 8.093 8,483 Total assets $ 9.513 $ 143 $ 8.166 $ 404 $18,226 $19,722 — LIABILITIES AND FUND BALANCES _ Liab!hnes. Deficit in pooled cash and investments $ — $ — $ — $ — $ — $ 53 Due to other funds — 19 32 — 51 — _ Deferred revenue --assessments 3.715 — — — 3,715 5,044 Matured bonds and interest payable 4,085 40 175 149 4,449 5,077 Other payables 23 — — — 23 15 Total liabilities 7,823 59 207 149 8,238 10,189 = - Fund balances: - Reserved for debt service 1,690 84 7,959 — 9,733 8,224 Unreserved, undes!gnated — — 255 255 1,309 Total fund balances 1.690 84 7,959 255 9,988 9.533 _ Total l!abil!t!es and fund balances $ 9.513 $ 143 $ 8,166 $ 404 $18,226 $19,722 - 79 THIS PAGE INTENTIONALLY LEFT BLANK m 90-0324 CITY OF MIAMI, FLORIDA DEBT SERVICE FUNDS COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES YEAR ENDED SEPTEMBER 30, 1989 with comparative totals for year ended September 30, 1988 (in thousands) MSEA MSEA Other General Subordinate Special S iai Obligation Obligation Ob id gation Obligation Bonds Debt Blonds Bonds Revenues. Taxes Assessment lien collections Interest Other Total revenues Expenditures: Debt service Principal retirement Interest and fiscal charges Other Total expenditures Excess (heficrency) of revenues over expenditures Other financing sources (uses): Operating transfers in Operating transfers out Proceeds from debt issuance Repayment of subordinate note Proceeds of refunding bonds. Payment to refunded bond escrc,,v agent Total other financing sources (uses) Cumulative effect of accounting change Excess (deficiency) of revenues and other financing sources -over expenditures and other financing uses Fund balances at beginning of year . . Equity transfers to other funds . . Fund balances at end of year SChk"OULE C-2 Totals 1989 1988 $ 22.928 $ — $ 4,872 $ 663 $ 28,463 $ 25,558 1 .904 — — — 1 ,904 2,403 693 43 495 37 1,268 1.429 216 — — — 216 — 25,741 43 5,367 700 31,851 29.390 11,280 — — 130 11,410 13.762 13,639 958 2.458 315 17,370 18,524 421 -- 284 4 709 552 25.340 958 2,742 449 29.489 32,838 .401 (915) 2,625 251 2.362 (3.448) — 542 — — 542 3.013 (20) — (2,429) — (2,449) (7,329) — 8,750 — — 8.750 - - (8,750) — — (8,750) — 21,694 — — — 21,694 — (21.694) — — — (21,6941 — (20) 542 (2,429) — (1,907) (4,316) (368) 381 (373) 196 251 455 (8,132) 1.309 457 7,763 4 9.533 19,844 — — — — — (2,179) $ 1,690 $ 84 $ 7,959 $ 255 $ 9,988 $ 9.533 E- 81 9®-0324 CITY OF MIAMI, FLORIDA COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES -- BUDGET AND ACTUAL—GENEIIIAR OBLIGATION BONDS AND OTHER SPECIAL OBLIGATION BONDS DEBT SERVICE FUNDS YEAR ENDED SEPTEMBER 30, 1989 with comparative totals for year ended September 30, 1988 (in thousands) Revenues Taxes Assessrnent "ien collections Interest Other Total revenues Expenditures Debt service PrinC;pal retirement Interest and fiscal charges Other Total expenditures Excess (deficiency) of revenues over expenditures Other financing sources (uses). Operating transfers in Operating transfers out Proceeds of refunding bonds Payment to refunding bond escrow agent Total other financing sources (uses) Excess (deficiency) of revenues and other financing sources over expenditures and other financing uses . Fund balances at beginning of year Fund -Ualances at end of year 82 General Obligation Bands Variance Favorable 1986 Budget Actual (Unfavorable) Actual $ 22.994 $ 22.928 $ (66) $ 20.868 2,750 1.904 (846) 2,403 350 693 343 641 — 2.16 216 — 26,094 25,741 (353) 23,912 11,280 11,280 -- 12,000 14,530 13.639 891 14,176 284 421 (137) 199 26.094 25,340 754 26.375 -- 401 401 (2,463) — (20) (20) - - 21,694 21,694 - - (21,694) (21.694) - - 20) (20) — $ — 381 1,309 $ 1.690 $ 381 (2,463) 3,772 $ 1,309 90--0324 1 1 94 Other Special Obligation Bonds Total Variance Variance Favorable 1988 Favorable 1988 - Budget Actual (Unfavorable) Actual Budget Actual (Unfavorable) Actual $ 412 $ 663 $ 251 $ 380 $ 23.406 $ 23,591 $ 185 $ 21.248 .— — — — 2.750 1,904 (846) 2.403 — 37 37 2 350 730 380 643 3 _ — (3) — 3 216 213 — 415 700 285 382 26.509 26,441 (68) 24,294 130 130 — 512 1 1 .410 1 1 ,410 — 12.512 282 315 (331 1,641 14,g 12 13,954 858 15,617 3 4 — (1) 2 287 425 (138) 201 _ 415 449 (34) 2,155 26,509 25.789 720 28,530 — 251 251 (1,773) — 652 652 (4,236) — -- — 1,773 — — — 1.773 — — — — — (20) (20) - - __ — — —• 21.694 21,694 — 4 — — — _ — -- (2 .69 1 12 .6 ! — 1,773 — (20) i20) 1,773 251 $ 251 — $ — 632 $ 632 (2,463) 4 4 1.313 3,776 $ 255 $ 4 $ 1.945 $ 1,313 5 83 = -- a0-0324 THIS PAGE INTENTIONALLY LEFT BLANK 84 =_ I 90-0324 CAPITAL PROJECTS FUNDS Capital projects funds are used to account for the acquisition and construction of major capital facilities other than those financed by proprietary funds and trust funds. STREET IMPROVEMENTS —to account for expenditures made for street improvements and other traffic -related projects. CULTURE AND RECREATION —to account for the acquisition or construction of major capital facilities for cultural and recreational act!vities such as parks and parks facilities. MUNICIPAL USE —to account for the acquisition or construction of major capital facilities that - support the Ciry's police, fire, computers, communications, and general governmental operations. PUBLIC USE —to account for the acquisition of construction of major capital facilities for public use such as housing and community redevelopment_ SEWERS —to account for expenditures for the construction of sanitary and storm sewers. MIAMI ARENA —to account for the construction of a 15,600 seat multi- purpose arena in Downtown Miami. The construction was primarily funded using proceeds from the $38,000.000 MSEA Special Obligation Bonds, Series 1985. EXHIBITION EXPANSION —to account for the expansion of the City of Miami/University of Miami James L. Knight Convention Center and the Coconut Grove Exhibition Center funded by proceeds from the issuance of the MSEA Subordinate Obligation Note. 85 -- 90-0324 i i a THIS PAGE INTENTIONALLY LEFT BLANK EL 90--0324 - SCHEDULE D-1 CITY OF MIAMI, FLORIDA CAPITAL PROJECTS FUNDS COMBINING BALANCE SHEET SEPTEMBER 30, 1989 with comparative totals for September 30, 1988 fin thousands) Street Culture end Municipal Public Miami Exhibition Touts Improvaments Recreation Use Us* Sewers - Arena ExpanOm 1999 1988 ASSETS Eou,ty in pooled cash and nvestments $9,291 $ 9.535 $17,419 $13,270 $12.562 $ - $ - $62,077 $64.373 Other cash and investments - - - - - - - - 646 Accounts receivable 8 - - - - 150 - 158 1. 5 73 Due from other funds 183 3.173 - 80 - 200 - 3.636 2.522 Due from other governments 99 20 - - - - - 119 7.356 Restri •ied cash and investments - 4.299 24,890 2.272 - 814 1,138 33.413 7,345 Total assets $9,581 $17 027 $42.309 $15.622 $12.562 $1.164 $1.138 $99,403 $83.815 LIABILITIES AND FUND BALANCES Liabilities Vouchers and accounts payable $ 389 $ 651 $ 1.048 $ 23 $ 535 $1 .123 $ 133 $ 3.902 $ 8.781 Accrued expenses - 1 3 - - - - 4 6 Due to other funds -- - - 173 - - - 173 639 Due to other governments 1 15 - 59 46 - 150 - 370 - Total liabilities 504 652 1.110 242 685 1.123 133 4.449 9 426 Fund balances Reserved for Encumbrances 842 1,355 3,697 136 3.669 - - 9.699 9.287 Debt service and construction - 612 3,546 - - - 1.005 5,163 5.799 Unreserved -designated for approved projects 8.235 14.408 33.956 15,244 8.208 41 - 80,092 59.303 Total fund balances 9,077 16.375 41.199 15,380 1 1.877 r 41 1.005 94,954 74.389 Total liabilities and fund balances $9.581 $17.027 $42.309 $15.622 $12.562 $1,164 $1 138 $99.403 $83.815 87 90--0324 SCHEDULE D-2 CITY OF MIAMI, FLORIDA CAPITAL PROJECTS FUNDS 4 COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES _ � YEAR ENDED SEPTEMBER 30, 1989 with comparative totals for year ended September 30, 1988 - (in thousandsi c Street Culture and Municipal Public Miami Exhibition Totals Improvements Recreation Usa Use Server Arens Expansion 1989 1988 f� Revenues '# Intergovernmental $ 190 $ 1,439 $ - $ - $ - $ - $ - $ 1.629 $ 8.888 -] interest 744 1.016 1.110 1.260 1.353 74 137 5.694 5,979 -_ Other 724 11i 153 _2.143 1271) 154 - 3.014 8.631 _ Totai revenues 1.658 2.566 1.263 3.403 1,082 _ 228 137 10.337 23,498 Expenditures -_ Capital outlay 3.570 5.199 12,590 3.987 3.584 436 4.886 3 4, 25 2 63.753 _ Interest - 428 - a t - - -- 469 � 489 Total - _-� expenaitures 3.570 5.627 1.2.590 4.028 3.584 136 4.886 34.721 F4.242 Excess _- 's (deficiency) _ = of revenues -'' over - expenditures i 1,912) (3.061) (11.327) - i6251 f2.502) i2081-(4.749) 124,384) (40.-44) _ Other `inancing sources - - - (uses) _ Operating transfers n 1.400 3,182 1.166 4,493 2.041 205 3 12.490 11.092 Operating ,ransfers _ - out (3.682) (1,375) (22) (4,026) 13.421) - (31 02.5291 _ ;11,3119) Proceeds from debt - ssuance. net 3.900 6.392 34,176 - 10,004 - - - _54.472 _ 6.755 Total other financing sources t.618 8.199 35.320 a67 8,624 205 - 54.433 6.468 �- - Deficiency of _ - revenues ' and other _ ,A financing _ sources over expenditures - - and other financing uses (294) 5.138 23.993 !158) 6.122 (3) (4.749) 30049 (34.276) Fund balances. at - beginning of year, as - previousiyreported 9,371 13,237 17,206 23,022 5.755 44 5,764 74,389 108,665 Reclassification of loan (2.000) _ - (7.484) -- - (9.484) _ �s Fund balances - at beginning of year. - - as reclassified 9.371 11.237 17.206 15,538 5.755 44 5.754 64.905 108.665 = Fund balances at end = of year $ 9,077 $ 16.375 $ 41.199 $ 15.380 $ 1 1,877 $ 41 $ 1.005 $ 94.954 $ 74389 o� 88 90-0324 ENTERPRISE FUNDS Enterprise funds are used to account for operations that are financed and operated in a manner similar to private business enterprises —where the intent is that the costs of providing goods or services to the general public on a continuing basis be financed or recovered primarily through user charges; or where periodic determination of net income is appropriate for accountability purposes. OFF-STREET PARKING —to account for the operations of the Department of Off -Street Parking which operates vanous parking facilities throughout the C!ty. G & 0 ENTERPRISE FUND —to account for the operations of the Gusman Center for the Performing Arts and the Olympia Budding as managed by the Department of Off -Street Parking. MARINE STADIUM —to account for the operations of the Marine Stadium on Virginia Key. MIAMI STADIUM —to account for the operations of the Bobby Maduro Miami Baseball Stadium. ORANGE BOWL STADIUM —to account for the operations of the Orange Bowl Stadium. CONVENTION CENTER —to account for the operations of the City of Miami/University of Miami James L. Knight International Center and Parking Garage. MARINAS —to account for the operations of the Dinner Key Manna and Miamanna. EXHIBITION CENTER —to account for the operations of the Coconut Grove Exhibition Center. GOLF COURSES —to account for the operations of the Mel Reese Goif Course and the Miami Spnngs Golf Course. WAREHOUSE PROPERTY —to account for the operations of a warehouse facility leased to the Orange Bowl Committee. PARKING GARAGE —to account for the operations of the Government Center Parking Garage. BUILDING AND ZONING —to account for inspection and zoning activities that are funded via service fees. SOLID WASTE —to account for solid waste collection costs and billings. PROPERTY AND LEASE MANAGEMENT —to account for the operations and management of various properties leased to private operators. 89 90-0:324 THIS PAGE INTENTIONALLY LEFT BLANK PITC THIS PAGE INTENTIONALLY LEFT BLANK 90-0324 IIIL� 11 M I t �l I i 1 ItI w i f 1 I,!I,lil I.!li t� ! il,. ,I i �IIIIIJlll11111 11 i I . fp N f ASSETS Current assets Equity to ptl cash and investments Other cash and (vestments ALuwnts recervable (net). where appllcable of allowances for uncollecubtes of $1,377 Due Irom other funds Inventories Prepaid expenses Total current assets Hesincled cash, inveotrrients and accrued Interest including cash with fiscal agents Notes receivable, long-term Properly, plant and equipment Less Accumulated depfectatxxt Properly, plant and equtpntent, net Other assets Deposits and other assets Bond Issuarx:e costs, nut Total assets SCHEDULE E-1 CITY OF MIAMI, FLORIDA ENTERPRISE FUNDS COMBINING BALANCE SHEET SEPTEMBER 30, 1989 with comparative totals for September 30, 1988 (in thousands) (1i�0 Orsnga flrtddln9 Propel 7otats -_-- __-.-- ft o-Street Enterprfea Marina Mlill Bowl Ca ntfon E.atuhition ctat Wmehi sa Parkrq and saw .nit taaw padLinq Fund stediwn Stadium Stadium Canter Maracas Cantu COrwaea Propel CWraga Zoning WMta Manageman[ 1989 1988 $ - $ - S 13 $ - S - $ 112 $ -- $ 1.499 $ -- $ - $ -- $ - $ - $ 24U $ 2,5214 3 144H 1,539 523 60 29 3 26 412 252 4 29 Z2 - - 2 1.321 ;.164 J'930 1.911/ 718 - - - - - 13b b12 304 I.W1 - 2.736 .119 123 - - - - - - - - - - - - 123 1I )5 954 39 - - - - - - - - - _ `)93 110 3.394 591 16 26 412 1.024 4 1.52a 22 135 572 3O6 2.334 2iXA 12.368 H 243 3.193 - - - 13.949 10,162 - - - - 1.642 - -- - 28.9.16 14.191 61 - - - - -- -- - - - - - - - 61 121 33.843 2.204 2. 1 12 2.663 15.902 91.815 20.194 12ob 1 i .11 1 519 8.468 Eft 2,) 30 [.335 196,029 I H0. 1 /H (9.640) (73b) 11.641) (1.191) (8,O66) (10.2911 (3.4(41 (1,861) (810) (2141 (986) (29) (399) !328) 139.11b) i35:f'16) 24.203 1.469 4111 1.412 1.836 8l.b24 16.194) 10.190 841 245 1.482 53 1.131 2'l 15ti-31.1 144 if-L1 988 - - - - -- - 15 1 - - 1 U64 I l w ) 147 - - 49 /4ti 381 --- _ - 1 .329 1 101 $31.986 $2.060 S 487 $1.49H $22.246 $93456 $i(i./94 $11,718 S H63 S 380 S10,158 S 360 $4.04715 $4.1,)i1 S200 08 2 SIIt),u:M (Coortnue.,1) III° ! I"- I'I ��I� ICI IIII�II lil �j� I Ij� �'' N���� II �� 9 �'I �' II ql I� I ��1lii �il�l! �IIIIIhp�II� RIIII,�IIi�!�Iliilll!PIIOII'I��''II�Ililllil�iill��, .. 11 M I I I I. I. q I ! II_,. I. I ,. I. t r-(I. I al I I,L I.I•LtLi. (I 1, Ills I, .. _ ... .. .. . .; .,-.;.... .-._ r . r.w..i..xs_w,c..y:uu.+a,..�s.ru:�n.4µWt>r:,1r., _ �_K.., +„�u drl,xfiuwAe"��11k;'tiM�:...a9gir!'.:��.F.k,:Bwlr.:=f�v+.. w�tlC;te."lb�xaos i�tcl, SCHEDULE E- 1 (continued) CITY OF MIAMI, FLORIDA ENTERPRISE FUNDS COMBINING BALANCE SHEET SEPTEMBER 30, 1989 with comparative totals for September 30, 1988 (in thousands) Oi0 Orange Budding Property al Tots Off -Street Enterpriu Marius Miamian Bowl Convention Eshaution Colt Warehou" Park" d Solid and Lease Parking fund Stadium StedI StadMrm Centsr Marinas Canter Coursaa Property oarags Zoning Waste Manag!rnsnt 1989 1368 UABILITiES AND FUND EQUITY Current liabilities (payable Irum current assets) DelKd In 1xxoled cash and Investments s $ - $ - S -- S - $ $ $ $ S $ vouchers and accounts payable 1.450 70 37 208 31b b31 3h2 1.!,S/ /4 - '.b2 48 3.092 33 1 :):t($ ri ! Accrued expenses (pnrxapally salartes) 2 15 tA) 44 1!, H 31 - 289 1 I10 !H 1 /1H .'IVI Due to other funds - 668 114 409 591 3 E497 i 41 -103 -- ti i ti ti 84!i ? i .'!, Deferred revenue 571 76 3 2 12 4!i - - - 1ri9 %!tI Deposits refundable 73 52 -- - -- 63 -- 19! 2 - - - 136 --�- Total cureni liabi!mes O (payable Iran current assets) 2.094 B66 1!)6 634 1. 102 4.412 /bb 1 ti 10 516 - - -- 152 4 /3 4.2)Q 681 1 /. /fill i "it):' Current Itabditie- (payable Iran restricted assets) Accrued interest 635 - - 39 810 64 -- -- 2HO - - i 81:38 1 31:3 Current porhoo of revenue bonds payable 345 - - -- 1 5/0 - - - ZH5 - - 2 2u4) !i!15 — Total current liabilities (payable from restricted assets) 980 - - - 39 2,440 till - - -- 565 - _ ; OW Z It 41 Long-term liabilities Revenue bonds payable -net 20.142 - - - 111 21 _. _ -. 84.644 :15 s.Iti Special obligation bonds payable -net - - - 16,M) 12.420 2,(XX) - - 12.509 - _ -12,929 12 1!rl Other payables 64 - -- - - - -- - - - t,a lt)3 Total kxig-term liabilities 20.206 - -- -- Iti0xi 64.481 12.420 2.(XX) 21 12.51)g -- - 1211.631 11H 214i Total liabilities 23,280 866 156 6:34 1 7. 141 71.393 13 249 3.6 W 516 21 — 13,226 413 4.2t32 681 149 ;N 8 1 ) 4 '.-,un Fund eginty Coninbuted capital -- 2.016 699 1.654 4.416 46.248 2,1811 10929 391 22 634 261 2.31118 2.241 14, NH 6H i 19 - Retained earnings (defied) Reserved for debl service 2.213 -- - - I.H•1G - 129 - - 4 188 1 1 HH I Unreserved 6.493 — (H82) (368y lI -- 629 12ti,031) 1!m (2.ti21) (•14) 337 IA. ti:iI (:!Ho) (2.605) 1 043 - Total retailed earnings (deficit) H. 106 (882) lI (190) 629 12.1 IH!,) /!,It 12. it21)_(44) 33/ (3 /021 (:311 12.51)51 1,043 (2-121141 112 u." I Total lundequity (delicd) 8,106 1.194 331 864 5 1O) 22120.1 1!A! H IWi :i4/ 359 (:ij)hH) (11:3) t19/) .1330 !t0!t/•1 Total liabilities and lurid equity S31,986 S2.060) S 481 S 1.498 S2.2.246 S93.4bb $16 1134 $ I 1 /Ili S II $ 380 $111 15H S 360 $4 0tib S,t.O1 1 $2OO t )H2 51 It i n +tt ' III jjj� �p�1l I�111 II' 111111I 1 Y,��il �� �I� lIIII� ill�� io�llq,ll llll����l�li�ll II III 11 1 1 . . a 11, 1, ! 1 1 61 1 d . I Iil I -_ .n.. _._.., SCHEDULE E-2 CITY OF MIAMI, FLORIDA ENTERPRISE FUNDS COMBINING STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND EQUITY YEAR ENDED SEPTEMBER 30, 1989 with comparative totals; for the year ended September 30, 1988 (in thousands) Off Street G&O Enterprise Marino Miarnl Oren" Bowl Convention Exhibition Gott Warehouse Parkirig rrY end Slid Property end Loses Tntele �1988 Puking Fund Stadium Stadium Stadium Canter MarMtss Center Cotasos Prop" Garage Zoning Waste Monagame.rt 1989 O{,erdung revenues (I for scrvr,:es $8,61l5 $ 7 t 2 $ 233 5 9!1 $1 , /4H $ 4,60H $ I .h!l:i $ 31) $1 21i6 $ 38 $ 660 $4.403 $ I!, h /!l $-I h 14 $42 h!4 5_t_ Iv),' Operaony expenses Personal servn:es 2,994 2H/ 94 112 1,201 Yj!, 1 01 1 114 612 - 3,810 1H.H!) I A04 30 2 Ili 1 1,n, ccyntlac:luat services 1.413 31 28 24 1 19 2, /60 1!:11 !"0 121 — 443 1 / 1 1 _' 1 IA I b li jo H.t.l Metenals dnd supplies 30 5 11 H2 4 /•1 H 118 - 19 lul a 4Wi 11r1 Utilities 256 14b 30 tit 216 13 111 / 120 95 — -- 2 4.1 3 l I /'2 -' i4 Inlfagovernmental charges — -- 55 110 366 1 1 29 38 142 - - 120 2.AA-1 h4 J.'? A o 1-1 Other 1.50! 417 42 3 14 61-17 216 23 16 — - 552 e.H81 -Ili 12,!,I>b -) 1 21 1 Total 6.194 1 264 381 2.144 4.010 I.tiHS 3C):, 1.164 - T 443 4.734 3(1,37H b28 S3.2uH 51 !i 1 Operating Income (loss) before deprecidtion expense 2,411 (168) (21) (282) (391i) 538 8 1381 102 38 2 1 7 (331) 114, I03) 2.u91 ( I o f)34) ; I.1 '.:H I I Detxeciation expense 1,858 143 31 68 465 1 193 ` 123 161 58 13 159 5 60 66 5 ;H)3 4 It )! Operating income (l,ss) 553 (311) (521 (3501 (861) (1,256) (1 1!)) (199) 44 25 58 (336) (14.763) 2u25 1lb. 5:1/1 118 IM11 Nonoperaung revenues(expenses) Inlerest incofne 370 11 — -- - 644 44 - 10 b 1419 — 124 12 t a59 tot;:1 Interest and fiscal charges (1.6311 (161) — — (28) (4.(io 1) (8:Ilii - (23) 11.153) — --- (8.43,1) 16 6P)) Other -- 28 (2) 7 - :it II.ti09) 7 3 - --- 91 tub 4.(a)2 2 61 1 141')`.I) CD Net nonopeia!Iog revenues (ex{,ensesl it, 2ti1) (122) (2) 7 (28) (3.921i) (2.4O1) 1 13 (18) (;.01.1) 91 229 4 (t -1 14 4ub) 14 h4 t _ Income (loss) before operal,ng transfers (7()H) (433) (54) (3431 (1 (b 181) (1.!)1ti) 11!)2) t,! 1 19561 I239) (145a4) 60:19 (19,114 Operawig transfers 1n — — 21 214 85 2,616 648 H -- - 856 133 f 4 u54 - It" 633 21 /MI O),erafong trtlnstecs old — — - — (lull - (h 22/) 15.314) 11, 1tjJI Income (loss) before extraofdu,ary item (708) (433) (33) (i29) (H04) (2.5ti5) ^ (1.916) 11wi) 57 1 (IIN)) IIOti) 1480) 812 Ib.643) (': 13!o Extrdord.nary 1!em—Loss on debt rehnancog - - - - - - - _ I6 ')401 Net income (loss) (708) (4331 (33) (129) (804) (2.5ti5) 11.9751 I186) 57 7 1100) 006) 14Hi)) H)2 (li.t.i4')I (911J!,) Retained ealways (diAc•t) a! beyuinuty of year, as pr^v,euslyreported 9.414 (449) (335) (6611 1.433 (Z1.b20) 1,669 (2.635) (till) 330 (3.602) (214) (2,025) 2:11 112,625) f3,htolit Reclass.1"Inal A loan — — — — -- (q.`.!3ti) - - Retained earnings (defied) at beginning of year. as reclassified 9.414 (449) (335) (661) 1,4:13 (21.ti211) 2 /:1:1 (L.l;:i5) IIfI 331) (3 002) (274) (2.025) Zai (I I hti11 fa r_1.y Retained earnings Idetn:lq at end of year 8.106 (882) (3tiH) (19u) 629 (24 IH!i) _I18 (2,H21) (44) 33, (3.11)2) (3H0) 12 !nub) 1.u43 (1'4 2041 11? Contributed cd{»lit at beginning of year -- 1,100 691) 1.654 4,4 / 1 46 248 2. /H / `,i 612 391 - 634 261 1. lift 1 2 1H I o8 09 / n4 !,1 o I C1I1tlIbu1100S (fort other 9OVer nrnenl5 -- 916 � -- -- -- -- - - -- -- -- `)/h l't) ComfRnnluns hone Other tunas — ---- - b -- 5.T)1 22 -- _ - 321 Cortnbuled caplet at end of year -- 2.016 11 1.654 4.476 46.24H 2. 181 10 929 391 22 634 261 2,3u8 2.287 14 77H wi ) Toidl fund eyully Idehcd) $8.706 $1.194 $ 331 $ Bli4 $�i, l0fi $'1? ffli3 8:) 6_1�i ? H lOtf $ 34I $ 359 $Gt.:)fiH) $ (1 131 $ 11'!71 $3.3it) i,)0 514 355 4 W A t� W al r SCHEDULF E-3 CITY OF MIAMI. FLORIDA ENTERPRISE FUNDS COMBINING STATEMENT OF CHANGES IN FINANCIAL POSITION SEPTEMBER 30.1989 with comparative totals for year ended September 30. 1988 (in thousands) inq� Totals OIFStmet En4teriwisr. MarMa M imnwt %Bowl Conrsnti fah(bitlm GoR Wrshmne Puling ow Solid roil Los" '� — Patioitq Fund Stsdiw» StWium Stadium Cwntr Mrime Canty Co-"* Property r+r'a9a Z,xring Wbsto Mmoogeawnt 1989 1988 Workxu,) capeal ptovrded by 161)(6ed to) Opelatlons Imoole (kiss) before extraoohnaty $ $333) $1129) $ (804) $(2,)ti`:) $11,975) $ (186) $ 57 Nero $ (108) (433) Items tint fequoultff coffer.] tx,tlays of wrnkng capital De(xecfaboo, amorltrabon .toil bond acciel,on 1,911 143 31 68 4ti5 3,02H 123 161 58 Loss (gaill) oil dls(x3Silf0os Of property, plant arld eginpmeot. net --- 41 --- — — 4 73 3 -- -- — Total ptowded try (applied Io) opuainns before ex1laordutary (2) (ti1) 134 466 (1.852) (25) 115 items 1,203 (249) Extraordinary rtern ios<_ oo debl Total prowled by (app bed to) 1203 (249) 12) If, 1) 134 466 (I.H52) (25) 115 ofxsatums Other Decrease (increase) to featocted 03,911) 11fi1) 64 - -- accounts (343) -- - - Crxaobuuons and equ,ty tfdo%hete. -- 971i — 5 5 35, 3 net Proceeds ttom long lean debt -- - -- - I60)(i -- 1,120 2 tx)7 - Tutal 860 727 (2) (tit) 2,228 (2J1) 5,932 7,339 118 Wixktncl captlal apphe4 Ad, ibuos of properly, plant and i.i3 t 1 1,128 4 5 9ti5 181) 5 232 7.15H 12 equipment net Hebrentent of revenue bands payable 330 -- _ 236 7 - Inc:rease (decaease) tx,nd discount (43) — Dectease- Wic,rease) to other 1141)tlib:3S 1.39 -. Irx:rease (ilcr.rease) xt other assels 446 — -- --- 419 lol,ei 2,48:3 1,128 4 5 1,034 Ib(i !i,4CH 1,165 12 ! x:rease (decr:ase) xt wurk,rg capaal $0,6231 —TyY $ 1401) $ (ir) ,�_ $ (66) •—^— S 1.104 $ 14411 $ 464 $ 1 74 $t(36 nxnary "t tr it.f eases ldt'r:(eases) +n wofk,nq cdlsoal Casb and loveomeols $(2,3:31)) S 128 $147 $ 466 $ (211 S 30IH S (011) $l.1ti1 $!-o-2:S Act.oxr. ifn tec.eiv,44e, oel (60) 414) (4) 24 334 IH!� 122) (28) 8 Due huol other lands 399 18 prepaal ex)w.mes 'lot1 other asSels 91111 (42) - — (:3) Acuxrnts payable and ac.cn+ed expenses (ti31)) 10 (31r) 1149) (121) )40 i.tlt: (1,5.17} (221 Dfettfulhef1",.(N - OHH) (114) 1409) 113 (3-1H1) (Hbl t)O3'i Detx,s,lsieluod l,le 9 I - 2 pit) __ It, 1) 1 -. Defefredreveft'.e 53 4 (:$It, (19) - 111cfease,(del lease)nworkaH capnaI St1.G23) $ (4041 $ (6) $ (66) $ t I'14 S (447) $ 464 $ 174 106 $ 7 S(100) S (106) $ (480) $ 812 S (6,(A:+) $ 2, 1:if,) 13 194 5 60 66 6.326 4.126 - - 6 3 - 526 425 20 94 195) 1,$11) 878 209 3016 -- — — — — — (b 140) _20 94 (95) t417) 878 209 (3,1241 -. 403 - .- - (14.544) 554 22 -- -- 321 -- 6.684 j,bl)4 - - - -_ 25, 721 68,111 42 497 (95) (35) 878 18,076 6900) 6 122 - 16,452 16,266 22 265 - - - 860 60,11HO - - -- (16) i:S3fi) - -- - -- -- 139 (194) O24) 22 265 6 122 - 1,',870 75,592 S 20 S 232 S 001) $ (218) $ 818 S 2Oti S ;t3.592) $i f 15l $t:114) S 12H5) 'S 545 S 03) S :3 ieih 5 0 '1It - - - 1321 1.552 I d4:3 (521) 135 512 3114 1ix)1 2.417 )11 ..... ..., _. __. _.._ 18 '!1; HIA (3!0) (951 11()) I I.138) 135) 1:3.212 t i 1 44 ) 69 - (tiI(i) (4.1%'01 ;1.14) _—... (2t;) .— 38 11Hl) :340 12 (.2 {.1:151 s 20 $z32 $ (101) S 42181 S HIS S 206 S0i.:,!I2) owl CITY OF MIAMI, FLORIDA -- ENTERPRISE FUNDS SCHEDULES OF OPERATIONS -BUDGET AND ACTUAL = YEAR ENDED SEPTEMBER 30, 1989 (in thousands) _ Off -Street Parking G&O Entenwiloa Fund Marino Stadium _ Variance Variance Variance - Favorable Favorable Favorable Budget Actual (Urrtavorable) Budget Actual (UMavrxeNe) Budget Actual (Unfavorabia) Operating revenues _ Charges for services $ 8.770 $ 8.605 $ 1165) $ 896 $ 712 $ (184) $ 243 $ 233 $ 00) Operating expenses Personal seances 2.901 2,994 (93) 300 287 13 96 94 2 Contractual services. - maintenance. and other operating expenses 3.261 3.200 61 596 593 3 147 160 (13) Total operating expenses 6,162 6,194 (32) 896 880 16 243 254 11 11 - - Operating income (loss) before deoreciation expense 2,608 2,411 1197) - (168) 11681 - 12l) (21) Nonooerating revenues (expenses) -_ Interest ircome 399 370 (29) — 11 11 — — — Debt service (1,641) (1.631) i 0 — (161) (161) — — — _ Otner (150) — 150 — 28 28 — (2) (2) Net ronoperating revenues _ lexpenses) (1.392) (1.261) 131 - (122) (122) (2) t2) - Income (loss) before operating transfers 1.216 1.150 (66) - (290) (290) - (23) (23) Operating transfers in — — — — — — — 21 21 Operating transfers out — — — — — — - - Income (loss) budgetary basis $ 1,216 1.150 $ (66) $ -- 1290) $ (290) $ - (2) $ 12) Reconciliation to GAAP-basis. Depreciation expense 11.858) (143) ;31) Income floss) before extraordinary items—GAAP basis $ (708) $ (433) $ (33) 96 90--0324 SCHEDULE E-4 Miami Stadium Orange Bowl Stadium Convention Center MarMaa Variance Variance Variance Variance Favorable Favorable Favorable Favorobia Budget Actual (Unfavorable) Budget Actual (Unfavorable) Budget Actual (Unfavorable) Budget Actual (Unfavorable) S 361 $ 99 $ (262) $ 2.237 $ 1,748 $ (489) $ 4.234 $ 4.608 $ 374 $ 2.636 $ 1.693 $ 19431 171 172 (1) 1.193 1,207 (14) 606 595 i 1 945 1.011 (66) 209 220 941 937 4 3.403 3,475 (721 647 674 (27) _429 600 381 219 2.134 2.144 (10) 4.009 4.070 (61) 1,592 1,685 (93) 1239) (282) !43) 103 (396) (499) 225 538 313 1,044 8 (1.036) — — 600 644 44 — 44 44 — — -- — (28) (28) (3.611) (4,6011 1990) (948) (836) 112 6 7 1 - - - 171 31 (140) -• ! 1, 609) i 1.609) (3 7 1 - (28) 128) (2,840) (3.926) 11.086) (948) (2.401) (1,453) (233) (275) (42) 103 (424) (5271 (2.615) (3.388) (773) 96 (2,393) 2,489) 233 214 (19) — 85 85 2.615 2,616 1 — 648 648 — — — __ — — — — —. — (1071 (107) $ — (61) $ 16l) $ 103 '391 $ 442) $ — (772) $ %772) $ 96 (1.852) Si1,948) (68) (4tj5) (1,793) (123) $ (129) $ !804) S(2.565) 97 $0 .975) (Continued) 14 --0324 -� CITY OF MIAMI. FLORIDA - ENTERPRISE FUNDS SCHEDULES OF OPERATIONS —BUDGET AND ACTUAL - — YEAR ENDED SEPTEMBER 30, 1989 (in thousands) _ Exhibition Center Golf Courses wwohouse Property Variance Variance Variance — Favof We Favorable Favorable _ Budget Actual (Unlsvorable) Budget Actual (Unf treble) Budget Actual (Unfavorable) - �? ,x Operating revenues- - Charges for services $ 380 $ 315 $ (65) $ 1,560 $ 1.256 $ (294) $ 37 $ 38 $ t Operating expenses -' Personal services 126 114 12 773 672 101 — — — �. Contractual services. _ maintenance. and - other operating expenses 229 _ 239 (10) 600 492 108— = Total operating - - expenses 355 353 2 1,373 1.164 209 — — — Operating income (loss) _ } before depreciation expense 25 (38) (63) 187 102 (85) 37 38 1 Ncnooerating revenues _ Iexoenses) Interest income — — — — 10 10 — 5 5 Debt service — — — — — — 123) (23) — _- = Other 7 7 — _ 30 3 (27) — — Net nonoperating revenues (expenses) 7 7 —_ 30 13 11 71 1231 1181 5 _ Income Uoss) before —_ operating transfers 32 13l) (63) 217 115 1102) 14 20 0 Operating transfers n — 6 6 — — — — — - - Operating transfers out — — — — — — — —_ —• = Income (loss) — budgetary basis S 32 (25) S (57) S 217 115 $ (102) $ 14 20 $ 6 Reconciliation to GAAP- basis Depreciation expense (161) (58) (13) Income (loss)- - GAAP basis $ (186) $ 57 $ 7 j — 98 90-0324! v — SCHEDULE E•4v (cmtinued) .<® t e P►o�erty and Lease - Parking Garage Building and Zoning Solid Waste _ NAaria9emem n Variance Variance Variance Variance �^ Favorable Favomtft Fsvwabie Favorable Budget Actual (Unfavorable) Budget Actual (Unfavorable) Budget Actual (Unfavorabb) Budget Actual (Unfavorable) $ 986 S 660 $ (3261 $ 4,067 $ 4.403 $ 336 $ 16.300 $ i5.675 $ (6251 $ 2.814 $ 2.619 S (1951 - t - - 4,272 3.870 402 18,705 18,891 (186) 303 309 (6) _- 451 443 8 495 864 (369) 11,649 11.487 162 294 219 75 — ` 451 443 8 4,767 4,734 33 30.354 30.378 (2.4) 597 528 69 - -' 535 217 (318) (7001 (331) 369 (14.0541 (14,703) (649) 2,217 2.091 261 - ., -- 139 139 -- - - 124 124 -- 12 12 - 11,391) (1.153) 238 - - - - - - - -- - - - - - 97 97 - 105 105 3,000 4.002 t p02 (1,391) (1.014) 377 _- 97 97 - 229 229 3.000 4,014 1 ^ts (856) (797) (59) (7001 (234) 466 (14.054) (14.474) (420) 5.217 6.105 388 �- 856 856 - 700 133 (567) 14.054 )4,054 - - - - . - - - - - - - - - (5,217) 15,2271 110) - $ - 59 S (59) $ (101) S (101) $ - (420) $ (420) $ - 878 $ 978 (159) (5) (60) (66) c- $ (100) $ 1106) S (480) $ 812 _ 99 = 90-0324 -- THIS PACE INTENTIONALLY LEFT BLANK e 90--0324 INTERNAL SERVICE FUNDS ............_.... Internal service funds are used to account for the financing of goods or services provided by one department or agency to other departments or agencies of the government and to other government units, on a cost reimbursement basis. FLEET MANAGEMENT —to account for the costs and funding of providing motor vehicles and heavy equipment to other departments. PROPERTY MAINTENANCE —to account for the costs of providing various building repairs, maintenance, and janitorial services. PRINT SHOP —to account for the costs of providing printing services PROCUREMENT MANAGEMENT —to account for the costs of providing centralized purchasing and supplies services. COMMUNICATIONS SERVICES —to account for the costs of operating a communications maintenance facility, the costs of telephone services and data transmission lines. 101 ,CA -0324 THIS PAGE INTENTIONALLY LEFT BLANK 102 40--0324 SCHEDULE F-1 CITY OF MIAMI, FLORIDA INTERNAL SERVICE FUNDS COMBINING BALANCE SHEET SEPTEMBER 30, 1989 with comparative totals for September 30, 1988 (in thousands) Fleet Property Print Procurement Communications Totals Management Maintenance S" Management Services 1989 1988 ASSETS Current assets Eouity in pooled cash and investments Due from other funds inventories Total current assets Restricted cash and investments including accrued Interest Property, plant and equpment Less Accumulated depreciation Property. plant and eguiumer.t. net Bard issuance costs. net Other assets Total assets LIABILITIES AND FUND EQUITY (DEFICIT) Current liabilities Deficit in pooled cash and investments Vouchers and accounts payable Accrued expenses (principally salaries) Due to other funds Current pornon of Certificates of Particioauon Accrued interest Total current liabilities Long-term liabilities Certificates of Participation -net of current portion Total long-term IiabiLt;es Total liabilities Fund equity (deficit) Contnbutea capital Retained earnings (deficit). Reserved Unreserved Total retained earnings (deficit) Total fund equity Ideficit) . Total liabilities and fund equity $ 386 $ - $ - $ - $ 63 $ 449 $ 998 - 175 - 110 926 1,211 - 287 202 57 95 166 807 743 673 377 57 205 1,155 2.467 1.741 _3.423 - -- - - 3.423 _a 791 29.230 259 124 33 3.446 33.092 33.837 116,8391 (189) 76) (25) (2,387) (19.5161 (18.1961 12.391 70 48 8 1.059 13.576. 15.641 249 - - - - 249 330 $ 16.736 $ 447 $ 105 $ 213 $ 2.214 $ 19,7115 $ 22.504 $ - $ - $ - $ -- $ - $ - $ 710 194 108 39 16 403 760 1.500 396 236 36 34 77 779 525 711 - 611 - - 1.322 - 1.915 - - - - 1.915 2.250 50 -- - - -• 50 106 3.266 344 686 50 480 1.826 5.091 7,575 - - - _ - 7.575 9.490 7.575 - - - 7.575 9.490 10,841 344 686 50 480 12.401 14,581 6e652 273 178 23 2.336 9.462 9.452 - - - - - - 4,791 (757) (170) (759) 140 1602) (2.148) (6,320) (757) (170) (759) 140 (602) (2.148) (1.529) 5,895 103 (581) 163 1,734 7.314 7.923 $ 16.736 $ 447 $ 105 $ 213 $ 2,214 $ 19.715 $ 22.504 103 90--0324 SCHEDULE F-2 CITY OF Il IAMI, FLORIDA _ INTERNAL SERVICE FUNDS COMBINING STATEMENT OIL REVENUES, EXPENSES = AND CHANGES IN FUND EQUITY YEAR ENDED SEPTEMBER 30, 1989 - with comparative totals for year ended September 30, 1988 (in thousands) Fleet Prop" Print Procurement CommUnicatlona Totals Management Maintenance Strop Management Servicee 1989 1988 Operating revenues Charges for services $ 6,712 $ 4.054 $ 773 $ 250 $ 3.798 $ 15.587 $ 13.109 Operating expenses Personal services 5.093 2.623 467 409 885 9.477 9,427 - Contractual services 120 693 106 74 130 1.123 1.443 Materials and supplies 2,232 528 76 222 113 3.171 2.965 Utilities 118 20 4 23 1,699 1.864 1,619 Other 115 3 16 - 7 141 428 Total operating expenses 7.678 3.867 :69 728 2.834 15.776 5.882 Operating income (loss) before - depreciation expense (966) 187 104 (478) 964 (189) 12.7731 Depreciation expense 3.498 1 t 10 8 233 3.760 3.683 Operating income (loss) (4,464)' 176 V 94 1486) 731 (3.949) (6.456) Nonoperating revenues (expenses) Interest income 446 - - 4 5 455 669 Interest and fiscal charges (773) -- - - 10 (763) 1949) - Other 1192) - - 19) - (201) 200 Total nonooerating revenues - (expenses) (5191 - - (5) 15 1509) 1801 -, income (loss) before operating transfers (4.983) 1 76 _ 94 (491) 746 (4.458) 16 536) Operating transfers in 4,097 - - 502 - 4.599 �5.378 Operating transfers out 1358) (206) 130) (40) (126) _ (760) (589) r Net operating transfers 3.739 1206) (30) 462 (126) 3.839 4.789 - Net income (loss) (1.244) (301 64 (29) 620 _ 1619) (1.747) Retained earnings (deficit) at beginning of - year 487 (140) (823) 169 (1,222) (1.529) 218 - Retained earnings ideficit) at end of year (757) (170) (759) 140 1602) (2,148) 0.529) Contributed capital at beginning of year 6.652 273 178 23 2.326 9,452 9.269 Contributions from other funds - - - - 10 10 183 -_ Contributed capital at end of year 6.652 273 178 23 2.336 9,462 9.452 Total fund equity Ideficit) $ 5.895 $ 103 $ (581) 5 163 $ 1,734 $ 7 314 $ 7.923 104 90-0324 CITY OF MIAMI, FLORIDA INTERNAL SERVICE FUNDS COMBINING STATEMENT OF CHANGES IN FINANCIAL POSITION YEAR ENDED SEPTEMBER 30, 1989 with comparative totals for year ended September 30, 1988 (in thousands) Working capital provided by (applied to) Operations Net Income (loss) Items not requiring current outlays of working capital Depreciation and amortization Loss on dispositions of property, plant and equipment. net Total provided by (applied to) operations Decrease (increase)in restricted assets Contributions and eawty transfers, net Total Working capital applied Princ:Dal reduction of Certificates of ParTicioation Additions of property, plant and equipment. net Total increase (decrease) in working capital Summary of ncreases (decreases) in working capital Cash and investments Due from other funds Inventories Accounts payable and accrued expenses Due to other funds Short-term portion of Certificates of Participation Increase (decrease) in working capital SCHEDULE F-3 Fleet Property Print Moevremem Communications Totals Men09emem Maintenance Shop Mana9amem Services 1989 1988 $ (1,244) $ (30) $ 64 $ (29) $ 620 $ (619) $ (1 , 747) 3,579 11 10 8 233 3.841 3.766 469 1 — — — 470 644 2.804 (18) 74 (21) 853 3,692 2,663 1,368 — — — — 1,368 2.603 — — �— — 10 10 183 4.172 1181 74 12l ) 863 5,070 5.449 1.915 — — — — 1,915 2.250 2.102 7 5 — 50 2.164 3.465 4.017 7 5 — 50 4,079 5.715 $ 155 $ (25) $ 69 $ (21) $ 813 $ 991 $ 266) $ (433) $ (70) $ 626 $ (109) $ 147 $ 161 $ (448) — 175 — 110 926 1,211 — 45 (21) 16 (1) 25 64 138 919 (109) 38 (21) (285) 542 (26) (711) — (611) — — (1,322) — 335 — — — — 335 70 $ 155 S (25) S 69 $ (21) $ 813 $ 991 S (266) 105 90-0 324 CITY OF MIAMI, FLORIDA INTERNAL SERVICE FUNDS SCHEDULES OF OPERATIONS --BUDGET AND ACTUAL YEAR ENDED SEPTEMBER 30, 1989 (in thousands) Fleet Mamapemem Property Nleirttenemce veriam m Favorable VeAsirwe Favorable Budget Actual (Unfavorable) Budget Actual (Unfavombilai Operating revenues Charges for services $ 8,555 $ 6.712 $ (1,843) $ 4,131 $ 4,054 $ (77) Operating expenses Personal services 4.978 5,093 (115) 2.536 2.623 (87) Contractual services and other operating expenses 8.313 — 6,937 1.376 1.389 1,251 138 Total operating expenses 13,291 12,030 1,261 3.925 3.874 51 Operating income (loss) (4,7361 (5,318) (582) 206 18O i l26) NonOperatmg revenues (expenses) Interest income 216 446 230 — — ._ Other — (192) (192) — — .— Total nonooerarng revenues (expenses) 216 254 38 — Income (loss) before operating transfers (4,520) 15,0641 �4.874 (544) 206 180 (26) Operating transfers r. 4,097 (777) — — — Operating transfers out (354) (358) (4) 1206) (206) Net operating transfers — 4.520 3,739 (781) (206) (206) Net income lloss)—budgetary bans $ — (1.325) $ 0.325) $ — (26) $ (261 Reconciliation to GAAP-basis Capitalized expenditures 2.102 7 Depreciation expense (3.498) (1 1) Interest on Certificates of Participation 1773) — Prmcrpal on Certificates of Participation 2.250 Net income (loss)—GAAP bans $ (1,244) $ 130) 106 0-0324 Print Shop Procurement Management Varience Vsrisnce Favorable Budget Actual (Uniavtrrable) Budget Actual (Unfavomblbl*1 $ 851 $ 773 $ (78) $ 248 $ 250 $ 2 480 467 13 388 409 (211 341 207 134 322 319 3 821 674 147 710 728 (18) 30 99 69 (4621 (478) (16) — — — — 4 4 — — — — (91 (9) 30 99 69 (462) (483) (21) 502 502 — (30) (30) — 140) (40) — (30) 130) — 462 462 $ — 69 $ 69 $ — (21) $ 121) 5 — (10) (8) $ 64 $ (29) 107 SGHFDULE F-4 Communications Services Variant-* Favorable Budget Actual (unfavorable) $ 3.528 $ 3.798 $ 270 863 885 (22) 2.799 1,999 800 3,662 2.884 778 (1341 914 1.048 30 5 (25) 234 10 (224) 264 15 (2491 130 929 799 (130) (1 26) 4 (130) (126) i $ — 803 $ 803 50 (233) $ 620 90-0324 THIS PAGE INTENTIONALLY LEFT BLANK 108 90-0324 TRUST AND AGENCY FUNDS Trust funds are used to account for assets held by the City in a Trustee capacity. Agency funds are used to account for assets held by the City as an agent for individuals, private organizations and/or other funds. EXPENDABLE TRUST FUNDS SELF INSURANCE —to account for the costs of insuring the City in the areas of general liability, auto liability, health, medical and workers' compensation. Participating City departments are billed to cover estimated premium costs and claims. PENSION ADMINISTRATION —to account for amounts collected for and transmitted to the City's pension trust funds. AGENCY FUNDS CABLE T.V.—to account for deposits held under issuance of a cable television license. DEFERRED COMPENSATION —to account for certain deferred compensation plans offered by the City for its emp!oyees. PENSION TRUST FUNDS GENERAL EMPLOYEES' AND SANITATION EMPLOYEES' (GESE) and FIRE FIGHTERS' AND POLICE OFFICERS' (FIPO)—Both funds are used to account for the accumulation of resources to be used for retirement benefits to City employees. Resources are contributed by employees at rates fixed by law and by the city at amounts determined by annual actuanal valuations. 109 90-°0324 THIS PAGE INTENTIONALLY LEFT BLANK 110 40-0 324 SCHEDULE O-1 = CITY OF MIAM1, FLORIDA TRUST AND AGENCY FUNDS =- COMBINING BALANCE SHEET - September 30, 1989 _ with comparative totals for September 30, 1988 (in thousands) - Expendable Trust Funds Agency Funds - Pension Trust Funds Totals Self Pension Cable Deferred GESE FIPO _ Insuramm Administration T.V. Compensation � Trust Trust 1989 1998 _- ASSETS - Equity in pooled cash and investments $ 3.587 $ - $ 1.025 $ - $ - $ - $ 4.612 $ 7.379 Other cash and investments - - - 20.724 - - 20.724 14,144 - Pension investments. accrued195.383 �ncludingaccrued interest - - - - 347,670 543,053 488.613 _ - - = Accounts receivable - Proceeds from securities sold - - - - 577 825 1.402 1.285 - Pension mernbers contributions - - - - 28 278 306 241 ` Other 4 566 - - - - 570 95 Due from other funds - - - - - 72 72 927 Prepaid expenses 1 - - - - - 1 4 Total assets _ $ 3.592 $ 566 $ 1 025 $ 20.724 $195,988 $348.845 $570 740 $512.088 LIABILITIES AND FUND BALANCES _ Liabilities _- Vouchers and accounts payable $ 371 $ 79 $ 25 $ - $ 2.256 $ 100 $ 2.833 $ 773 - _ _ Payable for securities purchased - - - - 245 651 896 2.006 _- - Due to other funds - 485 - - - - 485 927 - Deposits - 2 1.000 - - - 1.002 1 506 Maims oavable 2.000 - - - - - 2.000 1.405 - - Deferred compensation plan liabilities - - _ - 20.724 - - 20.724 14 144 Total liabilities 2.371 566 1.025 20.724 2.503 751 27.940 20.761 -_ Fund balance. Reserved for employee retirement plan _ benefits -- - - - 193.485 348,094 541,579 488.770 Unreserved _ Designated for hurricane loss 500 - - - - - 500 _- 500 Designated for claims payment 721 - �^ - 721 2.657 - Total fund balances 1 221 - - - 193,485 348,094 542,800 491,927 Total liabilities and fund balances $ 3.592 $ 566 $ 1 025 $ 20.724 $195.988 $348.845 $5 70.740 $512.688 111 0-0324 SCHEDULE 6-2 CITY OF MIAM1, FLORIDA EXPENDABLE TRUST FUNDS COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES YEAR ENDED SEPTEMBER 30.1989 with comparative totals for year ended September 30, 1988 (in thousands) Self Pension Totals Insurance Administ»tlon 1999 1988 Revenues. Intergovernmental $ — $ 6,066 $ 6,066 $ 5,053 Intragovernmenta( 12,247 22,319 34.566 35,956 Contributions from employees and retirees 3,337 — 3,337 1,604 Interest 535 3 538 425 Other 262 — 262 977 Total revenues 16,381 28,388 44,769 44,015 Expenditures. Personal services 1,231 155 1.386 1,332 Contractual services 170 29 199 756 Materials and supplies 9 — 9 9 Contribution to retirement funds — 27.132 27,132 29,878 Insurance 1,806 --- 1.806 1,961 Claim payments 14,461 — 14,461 9,855 Other 640 1,072 1,712 274 Total expenditures 18,317 28,388 46.705 44,065 Deficiency of revenues over expenditures (1,936) — (1,936) (50) Other firancing uses: Opera!rng transfers out — — — (1 10) Excess of expenditures and other financing uses over revenues (1,936) — (1,936) (160) Fund balances at beginning of year 3,157 — 3.157 3.317 Fund balances at end of year $ 1,221 $ — $ 1.221 $ 3,157 112 9a-0324 SCHEDULE G-3 CITY OF MIAMI. FLORIDA PENSION TRUST FUNDS COMBINING STATEMENT OF REVENUES, EXPENSES - AND CHANGES IN FUND BALANCES YEAR ENDED SEPTEMBER 30,1989 with comparative totalls for year ended September 30, 1988 - tin thousands) GESE FIPO Totals - Trust Trutt 1989 1988 " - Operating revenues' Contributions from employers $ 1 1,1 10 $ 11,157 $ 22.267 $ 23,616 = Contributions from employees and retirees 6,150 7.371 13,521 12.960 _ Net realized gam on investments 5,757 11,873 17,630 14.5321 Interest and dividends . 10,333 21,781 32,114 28.039 - Total operating revenues 33.350 52,182 85,532 60.083 _= Operating expenses: Personal services 1,181 468 1,649 1,451 Benefit payments 14.407 14,610 29,017 27.535 Refunds 1,623 417 2.040 2,098 - Other — 25 25 — Total operating expenses 17,211 15,520 _32.731 31.084 _ Operating income 16,139 36,662 52.801 _ 28,999 _ Nonoperating revenues. Other . 4 4 8 37 Net income 16.143 36,666 52.809 29.036 _- Fund balances at beginning of year 177.342 311,428 488.770 459.734 - Fund balances at end of year $193,485 $348,094 $541,579 $488.770 113 90-0324 SCHEDULE G-4 CITY OF MIAMI, FLORSDA PENSION TRUST FUNDS COMBINING STATEMENT OF CHANGES IN FINANCIAL POSITION YEAR ENDED SEPTEMBER 30,1969 with comparative totals for year ended September 30, 1988 (in thousands) GESE FIPO Totals Trust Trust 1989 1988 Working capital provided by Net income $16,143 $36,666 $52.809 $29,036 _ Increase in working capital $16,143 $36,666 $52,809 $29,036 Summary of increases (decreases) in working capital. Pension investments $18,209 $36,231 $54,440 $29,429 Accounts receivable (433) 615 182 (1.437) Due from other funds — (855) (855) (1,497) Vouchers and accounts Payable . (2,040) (28) (2.068) (134) Payable for securities purchased 407 703 1,110 2,675 !ncrease in working capital $16,143 $36,666 $52.809 $29,036 114 9p-0324 SCHEDULE O-5 CITY OF MIAMI, FLORIDA AGENCY FUNDS STATEMENT OF CHANGES IN ASSETS AND LIABILITIES YEAR ENDED SEPTEMBER 30,1989 (in thousands) 8elince saienc6 Qctober 1, September 30, 1988 Addltlons peletlens 1989 CABLE T.V. ASSETS Equity in pooled cash $$ 1,626 — $ 601 $ 1,025 LIABILITIES Vouchers and account payable $ 126 — $ 101 $ 25 Deposits 1,500 — 500 1,000 Total liabilities $ 1,626 $ 601 $ 1.025 DEFERRED COMPENSATION ASSETS Other cash and investments $14,144 $8,079 $1,499 $20,724 LIABILITIES Deferred compensation plan liabilities $14.144 $7,474 $ 894 $20.724 115 -90-0324 THIS PAGE INTENTIONALLY LEFT BLANK 116 90--0324 APPENDJX C PROPOSED FORM OF BOND COUNSEL OPINION (TO COME) 94-0324 APPENDIX D SUMMARY OF THE RESOLUTION (TO COME) 90--0324 9U--0324 APPENDIX E COMPUTATION OF ACCRETED VALUES OF CAPITAL APPRECIATION BONDS (TO COME) 40-0324